Alondra Industries, Limited, d.b.a. Accent Insulation Company and Subsidiaries, et al. - Page 12

                                         12                                           
          Role of Pertinax                                                            
               Mr. Munro, at about the same time that Alondra was activated           
          and as an integral part of the "double-breasting" operating                 
          concept, decided to establish Pertinax as a separate entity to              
          provide management, marketing, and administrative services for              
          UCIC and Alondra.  On January 4, 1978, Pertinax was organized as            
          an equal partnership of UCIC, Alondra, and Edco.  Mr. Clearman              
          became Pertinax's general administrative manager and was so                 
          employed continuously through December 1987.  Alondra and UCIC              
          used their own separate work forces to carry out their contracts            
          to install insulation.  However, Pertinax supplied overall                  
          management, marketing, administrative, and financial services for           
          each of the three corporate partners.                                       
               Pertinax provided its corporate partners with numerous                 
          important advantages, including economies of scale and                      
          utilization of the same talents in providing similar services to            
          both UCIC and Alondra, while at the same time preserving their              
          separateness for installation labor purposes.  Thus, Pertinax               
          could avoid staff duplications and provide the same services to             


          7(...continued)                                                             
          the Carpenters' Union whereby Alondra became a union shop but               
          could remain competitive with nonunion shops.  Alondra signed a             
          contract with the Carpenters' Union that allowed piecework pay              
          (which nonunion contractors used), rather than the hourly rate              
          that the union had traditionally demanded.  Even after the                  
          settlement, management continued to emphasize growth in Alondra,            
          which, as a union shop that could compete with nonunion                     
          contractors, had the best of both worlds.                                   




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