Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 66

                                                -150-                                                   
                  involvement with the Pritzkers, and his involvement,                                  
                  significant involvement with this Mullett Bay Resort.                                 
                        I mean, the man--he knew a lot of people in the                                 
                  hotel business, and he knew people who owned the types                                
                  of properties that we wanted, and we were not able to                                 
                  attract, because we were running the two-story, you                                   
                  know, freeway-oriented motels.  [Eulich, Transcr. at                                  
                  1633-1634.]                                                                           
            Eulich realized his goal of increasing MHM’s hotel                                          
            management business would take some time, as owners of large                                
            hotels did not frequently change hotel management companies with                            
            which they did business.  In addition, MHM needed to increase its                           
            level of experience and expertise in managing and operating large                           
            hotels.  The arrangement thus described involving Essex and its                             
            partners was apparently satisfactory to all who were involved                               
            with Essex irrespective of the disparate contributions among its                            
            partners.                                                                                   
                  Connolly could not explain the benefits that GHM would                                
            receive under the GHM/Essex agreement; he did not expect anyone                             
            at Essex Partnership to perform liaison functions between himself                           
            and Prudential.  Connolly, Transcr. at 2641-2644.  Such a                                   
            function or service would be unnecessary because Connolly                                   
            believed that he had a “pretty solid relationship with all the                              
            people at Prudential.”  Id. at 2643.                                                        
                  Formby did not know what liaison functions Essex Partnership                          
            was expected to perform for GHM, and he believed that no such                               





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