Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 441

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            KWJ Corp.” for $150,000 and Mr. Weaver’s continuing right to                                
            receive an amount equal to 30 percent of the payments KWJ Corp.                             
            received from Hyatt Corp. on the Embarcadero Hotel’s management                             
            contract.45                                                                                 
                  Kanter testified that Weaver agreed in the mid-1970s to sell                          
            KWJ Corp. to IRA for $150,000 because he needed the money.                                  
            Kanter, Transcr. at 3652-3653.  There is no indication in the                               
            record that the option Weaver granted to Kanter had any                                     
            independent value--Weaver simply granted IRA an open-ended option                           
            to purchase KWJ Corp. for $150,000.  Exh. 9103.  As discussed                               
            below, IRA’s purchase of KWJ Corp. was delayed until 1979 after                             
            Hyatt Corp. had become a privately held corporation.46                                      


                  45  Hyatt Corp.’s fees under the Embarcadero Hotel’s                                  
            management contract were based, in substantial part, on the                                 
            hotel’s operational profits.  The Embarcadero Hotel opened for                              
            business in 1973.  During the first few years of the hotel’s                                
            operation, the “commissions” KWJ Corp. received from Hyatt Corp.                            
            were less than Mr. Weaver had expected.  According to Kanter, at                            
            the time he and Mr. Weaver negotiated KWJ Corp.’s sale to IRA,                              
            Mr. Weaver needed money.  Beginning in about the late 1970s the                             
            Embarcadero Hotel’s profits increased significantly.  Part of                               
            this increased profitability was attributable to improvements                               
            that Hyatt Corp. helped to finance by lending about $1 million to                           
            the Embarcadero Hotel’s owners for certain improvements to the                              
            hotel.                                                                                      
                  46  Although Hyatt Corp. often did pay finder’s fees or                               
            commissions to individuals helping it to obtain valuable business                           
            contracts, Hyatt Corp. also did not want to publicize the                                   
            specific payment amounts.  It believed that such public                                     
            disclosure would cause other individuals to demand similar                                  
            compensation for future business opportunities to Hyatt Corp.                               




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