Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 41

                                                -128-                                                   
            IRA paid $50,000 at closing and issued a promissory note to PMS                             
            for the $100,000 balance.  Exhs. 240, 241; Ross, Transcr. at                                
            1200.                                                                                       
                 Schnitzer conferred with Ballard before agreeing to sell                              
            PMS’s common stock to IRA.  Schnitzer, Transcr. at 2166-2167.                               
            Schnitzer was content to sell PMS common stock to IRA at a                                  
            bargain price in exchange for Kanter’s promise to attempt to use                            
            his business contacts, including his relationship with the                                  
            Pritzker family, to obtain more real estate management contracts                            
            for PMS.  Schnitzer, Transcr. at 2167.  Ross shared Schnitzer’s                             
            view that PMS’s common stock was sold to IRA at a bargain price                             
            in expectation that Kanter would use his many contacts to                                   
            generate business for PMS.  Schnitzer, Transcr. at 2170-2171;                               
            Ross, Transcr. at 1182, 1195, 1201.                                                         
                  Schnitzer and Ross were not relying on IRA, Schott, or                                
            Weisgal to generate additional business opportunities for PMS.                              
            Schnitzer and Ross were relying solely on Kanter to obtain                                  
            additional business opportunities for PMS.  Ross, Transcr. at                               
            1195, 1201.                                                                                 
                  During the period 1976 to 1979, PMS obtained a growing                                
            number of management contracts from Prudential.  Schnitzer,                                 
            Transcr. at 2173.  During the period 1976 to 1979, approximately                            
            40 percent of PMS’s revenue was derived from Prudential property                            





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