Zalman Melnik and Lea Melnik - Page 17

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          regarding registering the MMI stock and wiring the proceeds from            
          the payoff of Clend’s promissory note.  In the May 28, 1997,                
          letter, Mr. Maycock also explained that different investment                
          proposals were being prepared for the approximately $3.4 million            
          to be received in satisfaction of Clend’s promissory note, and              
          the proposals would be forwarded to Mr. Pennoni and the Melniks             
          for their review.                                                           
               By letter dated July 1, 1997, Mr. Maycock wrote to Mr.                 
          Pennoni to summarize certain discussions at a meeting which Moshe           
          Melnik, Mr. Pennoni, and representatives of the Bank of Bermuda’s           
          investment department attended.  In that letter, Mr. Maycock                
          stated as follows:24                                                        
               The meeting allowed Mike to learn of alternative                       
               strategies which could be adapted for the deployment of                
               funds totalling initially US $3.4 million and for their                
               diversification pursuant to the sale of some of the                    
               shares of Metal Management Inc. upon the removal of the                
               holding restrictions in March of next year.  Based on                  
               the conclusions of that meeting it was agreed that                     
               three investment proposals would be prepared with                      
               different risk profiles i.e., ultra-conservative,                      
               conservative and moderate.  As you know, they were                     
               hand-delivered to Mike at the Princess Hotel prior to                  
               his departure.                                                         
               Once the proposals have been reviewed by him and his                   
               brother, Sol, may I suggest that he get into contact                   
               with Fern who now has responsibility for the                           
               administration of the affairs of Clend and the trusts.                 
               She will in turn arrange with Joel for the funds to be                 

               24References in the July 1, 1997, letter to “Mike” are to              
          Moshe Melnik.  References to “Sol” are to Zalman Melnik.                    
          References to “Fern” and to “Joel” are to Fern Inglefield and               
          Joel Schaefer of the Bank of Bermuda’s investment department.               





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