Douglas V. and Magdalene Merante - Page 5

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                  Time To Share hereby acknowledges this 2nd day of April 1989                        
                  receipt of $2,500 cash from Douglas Merante as a loan to the                        
                  company (Time To Share).                                                            
            Sheldon signed the document as president of Time To Share.  On                            
            April 7, 1989, Sheldon signed a document stating:                                         
                  I hereby acknowledge on behalf of Time To Share receipt of                          
                  $2,500 cash from Douglas Merante as a loan to Time To Share.                        
                  On April 11, 1989, petitioner wrote a check payable to                              
            Sheldon for $5,000, with a memo note "Time To Share gen.                                  
            partnership"; and on April 29, 1989, petitioner wrote a check to                          
            Sheldon for $2,000, with a memo note "Time To Share".  As of                              
            April 29, 1989, including the January 3, 1989, Glitter Glaze                              
            check, petitioner had transferred $24,500 to Sheldon.                                     
                  On April 29, 1989, a document entitled "Agreement" was                              
            signed by petitioner and Sheldon that purported to form a general                         
            partnership between petitioner and Sheldon                                                
                  for the purpose of engaging in various businesses including                         
                  but not limited to: Time To Share * * * and the Merante                             
                  Group Ltd., a California Corporation (through which the                             
                  parties hereto intend to promote and find licensees for the                         
                  manufacture of Plekodur Solid Paint and other specialty                             
                  paints, coatings and possibly other products currently                              
                  manufactured by * * * a West German firm with whom the                              
                  Merante Group Ltd. has a special relationship.                                      
            The partnership agreement also provides that the parties thereto                          
            are to have equal ownership in each of the United States                                  
            entities; i.e., Time To Share and the Merante Group Ltd.3  The                            

            3           The record contains no information with regard to an                          
            entity entitled the Merante Group Ltd.  Glitter Glaze TTS may                             
                                                                         (continued...)               




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