Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 60

                                                -145-                                                   
            Formby, Transcr. at 1499-1503; Exh. 4007.73  Although the power                             
            of attorney apparently was prepared in December 1982, it was                                
            executed “as of” January 1, 1982.  Exh. 4007.  Formby performed                             
            accounting services for Essex Partnership, and he performed the                             
            financial and accounting services that GHM required in connection                           
            its hotel management contracts.  Formby, Transcr. at 1500-1504,                             
            1590-1591; Exh. 4009.                                                                       
                  i.  GHM’s and MHM’s Representation and Marketing Agreements                           
                  On January 1, 1982, Connolly executed on behalf of GHM an                             
            agreement titled “Representation and Marketing Agreement” with                              
            Essex Partnership (the GHM/Essex agreement) wherein GHM agreed to                           
            pay to Essex Partnership 75 percent of its fees on GHM’s                                    
            management contracts on the Gateway Hilton and the Midland Hilton                           
            Hotel.74  In return, Essex Partnership was to (1) “perform                                  
            liaison functions between Gateway and certain hotel owners in                               
            connection with management contracts between such parties”, (2)                             
            “perform liaison functions between Gateway and the owners of any                            
            additional properties which it is instrumental in securing for                              
            management by Gateway”, (3) “use its best efforts to maintain                               


                  73  Lexington Investment Co. owned a majority of Motor                                
            Hotels Management Co. (MHM).  Formby, Transcr. at 1599.                                     
                  74  This document (Exh. 348) suggests the Midland Hilton                              
            management contract was awarded to Connolly/GHM earlier than                                
            January 1982.                                                                               




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