Robert H. Avellini - Page 7

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            of the limited partnership interests in the K-Mart investment (2-                           
            1/2 units).                                                                                 
                  MFA Corp. (MFA) is the ministerial agent for EI.  Efron owns                          
            50 percent of the stock of MFA and REFC owns the remaining 50                               
            percent.  The revised offering memorandum provides that Efron, as                           
            general partner of EI, and MFA, as the ministerial agent for EI,                            
            will receive substantial fees, compensation, and profits from EI.                           
            The contemplated payments to MFA include:  (1) $100,000 for                                 
            supervisory management of the office building and ministerial                               
            fees; (2) $100,000-$125,000 as loan commitment fees; (3) $25,000                            
            for note collection guarantees; and (4) a maximum of $100,750 in                            
            investment advisory fees.  In addition, MFA was also the                                    
            ministerial agent for the office building limited partnership                               
            and, according to the revised offering memorandum, received                                 
            substantial payments in that capacity.                                                      
                  Efron obtained financing for the EI investments through                               
            local banks.  Like a number of limited partners in EI,                                      
            petitioner made a cash downpayment to EI and then signed an                                 
            installment promissory note for the remainder of the purchase                               
            price.  Thereafter, Efron pledged any promissory notes received                             
            from limited partners as security for loans to EI.  In addition                             
            to lending funds directly to EI, the banks also offered loans to                            
            individual limited partners for the downpayments needed with                                
            respect to the EI investments.                                                              






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