V.R. DeAngelis M.D.P.C. & R.T. Domingo M.D.P.C., V. R. DeAngelis M.D.P.C., Tax Matters Partner, et al. - Page 8




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               B.  Partners and Employees                                             
               During 1993 and 1994, the five partners of VRD/RTD were the            
          four PCs of the doctors and a fifth PC owned by another doctor,             
          Edgar Borrero (Dr. Borrero).  The senior partner of VRD/RTD was             
          Vincent R. DeAngelis M.D.P.C.  The partners’ percentages of                 
          profits, losses, and ownership of capital for 1993 were as                  
          follows:                                                                    
          Partner              Beginning of Year   End of Year                        
          Vincent R. De Angelis M.D.P.C.      35.09%             25%                  
          Rodolfo T. Domingo M.D.P.C          25.81              23                   
          Anthony J. Capizzi M.D.P.C.         20.58              24                   
          Edgar Borrero M.D.P.C.              18.52              18                   
           Keith Durante M.D.P.C.1                 0              10                  
               1 Keith Durante M.D.P.C. became a partner of VRD/RTD on or             
          about July 1, 1993.                                                         
                                                                                     
          The partners’ percentages of profits, losses, and ownership of              
          capital for 1994 were as follows:                                           
          Partner              Beginning of Year    End of Year                       
          Vincent R. De Angelis M.D.P.C       25%                34%                  
          Rodolfo T. Domingo M.D.P.C.         23                 17                   
          Anthony J. Capizzi M.D.P.C.         24                 20                   
          Edgar Borrero M.D.P.C.              18                 17                   
          Keith Durante M.D.P.C.              10                 12                   
               During 1993 and 1994, VRD/RTD employed nurses, office staff,           
          and an office manager (i.e., Ms. Quinn).  VRD/RTD had at least 29           
          employees during 1993 and at least 34 employees during 1994.                
          VRD/RTD did not directly pay the doctors any compensation during            
          either subject year.                                                        








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