International Capital Holding Corp. and Subsidiaries - Page 26




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               Respondent also alleges that numerous contracts limited                
          Norcom’s ability to compensate third parties, including Quest.              
          Specifically, respondent calls the Court’s attention to Norcom’s            
          Bank South loan agreement, which prohibited commissions, finder’s           
          fees, and investment banking fees, as well as Norcom’s real                 
          estate contracts that prohibited payments of real estate broker             
          commissions.  These contracts do not suggest Norcom did not                 
          intend to compensate Quest.  The services Quest provided to                 
          Norcom were similar to that of a chief financial officer, and we            
          do not believe that compensation for such services was prohibited           
          by these agreements.                                                        
               Additionally, respondent claims that Norcom’s intent to                
          compensate Quest for services rendered before 1994 is capped at             
          the $62,500 annual fee provided for in the 1994 consulting                  
          agreement, plus the amounts invoiced by Quest before the 1994               
          consulting agreement became effective.  We do not find that                 
          Norcom intended to limit the compensation of Quest to these                 
          amounts.  The 1994 consulting agreement expressly provides that             
          Norcom will consider making compensation payments to Quest that             
          are in addition to the required payment of $62,500.  The                    
          agreement provides that such additional compensation is to be               
          reflective of Quest’s “involvement in and services provided to              
          NORCOM.”  Moreover, there is nothing in the agreement that would            








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