George Georgiou and Judith Georgiou A.K.A. Judy Georgiou, et al. - Page 13

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                         FOR VALUE RECEIVED, I hereby assign to KOLONAKI, a                                
                  California corporation, all of my right, title and                                       
                  interest in and to the aforesaid promissory note dated                                   
                  December 12, 1988 made by JUDY ALEXANDER [JAI] and                                       
                  payable to GEORGE GEORGIOU in the principal amount of                                    
                  * * * [the loan amounts].                                                                
            The assignment clauses were signed by Georgiou and dated either                                
            September 30, 1989, or September 30, 1990.                                                     
                  Bernard sent a letter to Georgiou dated April 16, 1991.                                  
            Enclosed with the letter were promissory notes for $400,000,                                   
            $532,000, and $16,100.  The letter stated:  "You must sign the                                 
            Notes * * *, and the Assignment Clause which is on the bottom of                               
            each note * * *.  Make copies for your accountant to give to the                               
            [IRS] auditor."                                                                                
                  In August 1991, Georgiou requested a written opinion from                                
            Bernard regarding JAI's qualifications to file a consolidated                                  
            return with Kolonaki.  In response to the inquiry, Bernard sent                                
            Georgiou a letter dated August 23, 1991, that stated:                                          
                  Since Kolonaki has the benefits of the ownership of all                                  
                  the shares in Judy Alexander [JAI], pursuant to the                                      
                  Holding Agreement dated October 15, 1988 between                                         
                  Kolonaki and George Georgiou, it seems obvious, without                                  
                  a formal opinion at this time, that the incidents and                                    
                  benefits of ownership of Judy Alexander [JAI] accrue to                                  
                  Throughout 1991 and 1992, the IRS agent requested                                        
            information by issuing information document requests.  One                                     
            specific request was for documents that substantiated Kolonaki's                               
            beneficial ownership of JAI.  In response to the requests, Pryor                               

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