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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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