Choate Construction Co. - Page 8

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            about the firms' performance, and a personal interview relating                              
            to the business growth and performance of the nominee's firm in                              
            recent years.                                                                                
            E.    Choate's Assistants                                                                    
                  1.    Dudley, Freese, and Barrett                                                      
                  In 1989 and 1990, Choate hired Freese to estimate bids,                                
            Barrett to do interior work, and Dudley to pursue job leads.                                 
            Choate trained Dudley, Freese, and Barrett.  Choate's training                               
            and education of Dudley regarding the construction industry was                              
            vital to Dudley.  Choate was Dudley's primary mentor in the                                  
            construction business.                                                                       
                  On June 30, 1990, Choate sold 500 shares of petitioner's                               
            stock to:  (a) Freese for $20,000, which Freese sold back around                             
            December 31, 1993, for $95,219; and (b) Barrett and Dudley for                               
            $27,518, which they each sold back around January 1, 1995, for                               
            $128,382.  Choate owned 85 percent of petitioner's stock when                                
            Dudley, Freese, and Barrett each owned 5 percent.  Dudley pledged                            
            his home as collateral to Choate to secure the loan from Choate                              
            that Dudley used to buy the 500 shares from Choate.                                          
                  In 1992, Dudley, Freese, and Barrett asked Choate to split                             
            petitioner's profits based on stock ownership until a certain                                











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