David C. Wilson - Page 11

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          League.  Efron was Sorey's sports attorney and agent in 1981 and            
          throughout his professional football career, commencing in 1975.            
          Efron was involved in Sorey's business decisions, and he                    
          consulted with his client and advised him, at least as to the EI            
          investment in Clearwater, before Sorey made the investment.                 
               Efron was the general partner of EI.  In addition, Efron               
          owned limited partnership interests in EI through Efron and Efron           
          Real Estate, a partnership owned by Efron and his wife, and AMBI            
          Real Estate, a partnership owned by Efron and his sister.  EI was           
          the first partnership for which Efron served as a general                   
          partner.  Efron organized EI so that he could earn legal fees and           
          fees for managing the partnership.  He received compensation and            
          fees as the general partner of EI and as a 50-percent shareholder           
          of MFA.  Efron learned of the Clearwater transaction from Gordon.           
               In 1981 Gordon was counsel to EI, to Efron as the general              
          partner of EI, to Efron personally, and to MFA.  He and Efron               
          have known each other since meeting at the University of Michigan           
          in 1955.  In the early 1960's Efron and Gordon began investing              
          together in the stock market, real estate, business loans, and              
          other investments.  Gordon is an attorney who holds a master's              
          degree in business administration and at one time was employed by           
          the Internal Revenue Service.  Prior to the date of the                     
          Clearwater private placement offering, Gordon had experience                
          involving the evaluation of tax shelters.  Gordon was paid a fee            
          in the amount of 10 percent of some investments he guided to                




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