               -97-

same period, Kanter introduced Frey to Ballard at Prudential’s

headquarters in Newark.   Ballard, Transcr. at 173-175.

     The Village of Kings Creek condominium conversion project

was successful.   The Village of Kings Creek partnership made a

distribution to its partners to cover the partners’ share of tax

liabilities.   Wold, Transcr. at 2854-2855.    In addition, Kanter

received a share of development fees earned on the project by way

of checks made payable to THC.    Exh. 457; Wold, Transcr. at 2855,

2860-2861.   Wold believed Kanter directed that the checks should

be written to THC.   Wold, Transcr. at 2861.

     Following Frey’s successwith the Village of Kings Creek

project, the Miami regional office Prudential executive who Frey

had dealt with in purchasing that property approached Frey about

acquiring another Prudential apartment property in Florida.

Beginning with this property, Prudential ultimately participated

in a number of successful condominium conversion projects with

Frey.   However, many, if not almost all, of these projects that

Frey and Prudential undertook were joint ventures.    Entities

associated with Kanter, including Zeus and Zion, also were

investors in a number of these joint venture condominium

conversion projects of Frey and Prudential.

     Frey did not have to raise as much capital to engage in

these joint venture projects with Prudential, as Prudential
                   