They approached the Morris Plan Bank of New York, the Great Neck Trust Co., Atterbury, Oscar J. Perkins, National City Bank and the Bank of Manhattan Co. On July 10th TAAC’s negotiation with Oscar J. Perkins had advanced to a point where TAAC had given a written commitment to Perkins, offering him 150,000 shares of TAAC stock as compensation for his services in raising the necessary funds needed under the Guaranty contract.

On July 12th Maguire & Co. learned of TAAC’s endeavors to obtain alternative financing. Maguire immediately conferred with Thompson and pointed out to him that Maguire & Co. anticipated a profit of $150,000 from the public offering of TAAC stock, and that it would suffer damages if it’s agreement with TAAC was arbitrarily abandoned by TAAC.

Beginning on July 12th and continuing thought July 18th, Thompson, Kane, and Gordon, representing TAAC, negotiated with Maguire the terms of an agreement covering private financing. Maguire, on July 12th, approached the Marine Midland Trust Co., in reference to private financing. The bank concluded that the combined assets of TAAC and Auto including a government order to Auto of 951 guns in the aggregate amount of $439,000 did not warrant a loan of $539,000; that if a loan was to be considered, additional collateral of $200,000, would have to be given.

Maguire met with the directors of TAAC on July 18th. He advised them that he could not go firm at that time as he had not as yet concluded arraignments with Marine. He suggested the directors close with anyone that could go firm, The directors, before adjournment, authorized Thompson and Kane to conclude an agreement for financing with Maguire or anyone else and to go as high as 225,000 shares of TAAC stock as compensation, if necessary,

Maguire was notified by Marine on the afternoon of July 18th that it would make the loan of $539,000 to TAAC on the basis of Maguire’s pledging $1,000,000 additional collateral with the bank. Maguire immediately notified the directors of TAAC that he was prepared to go firm.

Thompson, Kane and Gordon, representing TAAC, immediately began negotiations with Maguire concerning the terms of an agreement to be entered into between TAAC and Maguire & Co. Under this agreement Maguire & Co. undertook to raise the $539,000 in time for the Guaranty closing on July 21st. Under this agreement Maguire & Co. released all claims that it might have under the agreement of March 29, 1939, including it’s option on 64,000 shares. Further, it obligated itself unconditionally to take the balance of the 20,000 subscription shares within sixty days from July 18th. As compensation for these promises Maguire & Co. was to receive 116,000 shares of TAAC stock.

The directors of TAAC were notified on the evening of July 18th of TAAC’s agreement with Maguire & Co. They individually approved the agreement without holding a formal meeting. The stockholders in special meeting on July 19th, upon being informed as to the details of the July 18th agreement, passed the following resolution.

"Resolved that the company issue to Russell Maguire & Co., inc. 116,400 shares fully paid and non-assessable shares of the capital stock of this company in consideration of services to the company, the execution of the agreement of July 18th, 1939, and the cancellation of all agreements between Russell Maguire & Co., Inc. and the company, with the exception of the subscription agreement."

After considerable discussion and upon motion duly made, seconded and carried the following resolution was adopted.

"Resolved that the company issue and deliver to Messrs. Col. Marcellus H. Thompson and Thomas A. Kane 3600 fully paid and non-assessable shares of the capital stock of the company in consideration of services rendered to the company." The 3600 shares, by order of Thompson and Kane, were issued to Maguire & Co. to be held in escrow by it to indemnify TAAC against two asserted claims.