Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 52

                                                -138-                                                   
            employees of Connolly’s hotel management company.  However,                                 
            establishing such a hotel management company presented a problem                            
            for Connolly, as Connolly’s management company, among other                                 
            things, would be required to employ a financial manager and an                              
            accounting staff to prepare and issue the financial reports on                              
            the Gateway Hilton’s operations that Prudential expected.                                   
            Moreover, its full-time employment of such personnel to perform                             
            these and other required services could well be uneconomical, as                            
            Connolly’s company would be managing only one or at most two                                
            hotels.  As discussed in detail below, Kanter and Eulich provided                           
            a solution to assist Connolly in managing the Gateway Hilton.                               
                  e.  Gateway Hotel Management Co. and Essex Corp.                                      
                  As previously mentioned, Eulich wanted MHM’s hotel                                    
            management business eventually to include MHM’s management of a                             
            number of large hotels.  Eulich previously knew Kanter from being                           
            involved in certain prior business ventures in which Kanter had                             
            helped raise capital.  He believed that Kanter’s business                                   
            contacts, particularly those contacts attributable to Kanter’s                              
            association with the Pritzker family, could be beneficia1 to MHM,                           
            as Kanter knew many people in the hotel industry, including                                 
            individuals who owned the large hotels that MHM wanted to manage.                           
            From Eulich’s perspective, an association with Kanter would be                              
            beneficial if MHM could obtain one hotel management contract for                            





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