George Georgiou and Judith Georgiou A.K.A. Judy Georgiou, et al. - Page 12

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            there was a "Supply Agreement between this corporation [JAI] and                               
            Kolonaki, this corporation's parent".                                                          
                  In December 1989, Georgiou set up the George Georgiou Living                             
            Trust and transferred personal assets into it.  Included in the                                
            assets were 23,400 shares of JAI stock.  The September 15, 1990,                               
            Minutes of the Regular Meeting of the Shareholder of JAI listed                                
            as present at the meeting:  "GEORGE GEORGIOU, Trustee of the                                   
            George Georgiou Living Trust, Established December 5, 1989--                                   
                  The September 30, 1990, Meeting Minutes of the Board of                                  
            Directors of JAI that were given to the IRS agent during the                                   
            audit no longer named Georgiou as trustee of the JAI stock.                                    
            These minutes listed Georgiou as present and resolved:  "it would                              
            be in the best interest of the corporation to elect to file                                    
            consolidated tax returns with KOLONAKI, a California corporation                               
            which is the beneficial owner of all the issued and outstanding                                
            shares of this corporation."                                                                   
                  Three sets of promissory notes from JAI to Georgiou were                                 
            prepared.  The notes represented the loans Georgiou made to JAI                                
            as set forth in the JAI minutes.  The notes were for loans of                                  
            $400,000, $536,000, and $16,100.  The notes were dated 1988 and                                
            1989.  Some of the notes contained an assignment clause that                                   

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