Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 245

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                  On November 20, 1984, Weisgal sent an invoice on behalf of                            
            Century Industries to City & Suburban Distributors, Inc. (C&S),                             
            in the amount of $6,000, for special tax and consulting services                            
            through October 31, 1984.  Exh. 9244, at 8, 10.  A letter                                   
            accompanying the invoice stated:                                                            
                        Burt [Kanter] and I have gotten our thoughts                                    
                        together and reviewed all of our records                                        
                        regarding the time that we have spent from                                      
                        inception of our conversations through                                          
                        October 31, 1984.                                                               
                        The enclosed bill for $6,000 represents the                                     
                        dollar reflection of the time involved.  We                                     
                        have addressed this bill to City & Suburban                                     
                        Distributors, Inc. and I presume that this is                                   
                        the correct entity.                                                             
                        If for some reason you would prefer this                                        
                        charge billed to a different company, please                                    
                        let me know.  [Id.]                                                             
            On December 24, 1984, Century Industries sent a second letter to                            
            C&S describing the work Century Industries performed during May                             
            to September 1984 as including overall financial planning,                                  
            consideration of leverage debt financing, consideration and                                 
            evaluation of debt financing coupled with additional equity,                                
            review and identification of sources of bank financing,                                     
            conference with lenders, review identification of potential                                 
            equity sources, and various meetings and updates with Angelo and                            
            John Geocaris.  Exh. 9244, at 9.                                                            







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