Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 243

                                                -311-                                                   
            investment opportunities for Silite.  Weisgal, Transcr. at 4939-                            
            4946; Kanter, Transcr. at 4962-4965.                                                        
                  On February 1, 1984, Century Industries sent an invoice to                            
            Satcorp for $100,000 for “Consultation, analysis, &                                         
            recommendations regarding financial advice and structuring in                               
            connection with investment placement opportunities”.  Exh. 9243,                            
            at 2.  On September 12, 1984, Satcorp and Century Industries (by                            
            Weisgal), executed a letter agreement which stated in pertinent                             
            part:                                                                                       
                        This letter will briefly outline the relationship                               
                        between Satcorp, Inc. (“Satcorp”) and Century                                   
                        Industries, Ltd. (“Century”) so as to encompass                                 
                        Burton Kanter and Solomon Weisgal serving as so-                                
                        called “financial engineers” for Satcorp and its                                
                        existing operating companies and other projects it                              
                        may undertake.  The scope of involvement will be                                
                        principally planning and structuring of                                         
                        transactions for financings for Satcorp, its                                    
                        operating companies and its future projects.  It                                
                        is intended that Century will consider                                          
                        participating in the actual process of raising                                  
                        financings, subject to fee arrangements to be                                   
                        agreed upon in connection therewith, but will not                               
                        be routinely responsible for any such activities.                               
                        To accommodate the foregoing and the overall                                    
                        relationship as it has been discussed,                                          
                        Century will bill fees in addition to those                                     
                        outlined below for services performed in                                        
                        connection with specific ventures, provided                                     
                        all conflicts are disclosed and the decision                                    
                        with respect to building in such fees has                                       
                        carefully and conscientiously taken into                                        
                        account any impact on successful fund                                           
                        raising.                                                                        






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