Alondra Industries, Limited, d.b.a. Accent Insulation Company and Subsidiaries, et al. - Page 13

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          the two insulation businesses whose needs were virtually                    
          identical, including the making and implementation of executive             
          policy, accounting, marketing, clerical assistance, personnel               
          work, administration, purchasing (insulation product, supplies,             
          and equipment), insurance, data processing, tax return                      
          preparation, and so on.  In effect, Pertinax provided, with the             
          exceptions of vehicles and insulation installers and their                  
          supervisors, virtually all the services that UCIC, Alondra, and             
          Edco required, including executive personnel.  Pertinax's                   
          executives, Mr. Munro, James Brewer (Mr. Brewer), and Mr.                   
          Clearman, set overall business policies and, together with other            
          managers employed by Pertinax, implemented these business                   
          policies.                                                                   
               Another major advantage was that, by using Pertinax as a               
          central purchasing agent, Alondra and UCIC received the benefit             
          of lower prices for insulation materials and other supplies and             
          services through leveraging their purchasing power.                         
               Throughout 1986 and 1987, Alondra required the most services           
          of the three partners.  Thus, during this period, Mr. Clearman,             
          as the general administrative manager of Pertinax, spent 75 to 90           
          percent of his time on Alondra matters, because Alondra's size              
          and growth were continuing to increase in relation to UCIC's.               
               At the end of each month, Pertinax would add up the costs              
          incurred by each of the three partners for Pertinax services and            
          charge them for those costs, plus a 10-to-11-percent markup.                




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