Racusin

I.

Facts and Procedural History

The litigation leading to this bankruptcy proceeding has a lengthy and convoluted history. In 1994, debtor Leroy’s Horse and Sports Place hired Michael Racusin as a financial advisor in connection with the initial public offering of Leroy’s stock. In preparation for the initial public offering, Leroy’s formed American Wagering, Inc. and became a sub- sidiary of American Wagering, Inc., which would become the publicly-owned entity after the initial public offering. On April 20, 1994, Racusin, doing business as M. Racusin and Company, and Leroy’s entered into an agreement that stated:

Should M. Racusin & Company bring in a buyer for Leroy’s Horse and Sports Place, said company will be paid a commission based on 5% of the purchase price. All terms and conditions must be acceptable to Vic Salerno and commission would be paid by Leroy’s Horse and Sports Place at closing.

A subsequent agreement was entered into on November 11, 1994, by the same parties that provided as follows:

Michael Racusin has been our financial advisor for the purpose of an initial public offering by Rodman and Renshaw, Inc., Equity Securities Trading Co., Inc., or Orida Capital…