Barry B. Bealor and Nancy L. Bealor, et al. - Page 23

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          termination agreements under the heading "Bryen & Bryen, P.A." on           
          behalf of both the partnerships and MPC.  Fred explained "the               
          whole reason they [the partners] did it is to get rid of the                
          risk.  They owed $2 million and if Machise [MPC] did not pay the            
          compensation fee, these partners would be after me with guns."              
          The partners' notes were uniformly marked "Paid 1-1-88".                    
              The partners themselves had nothing to do with the                     
          terminations; the partners who testified were not aware until               
          later that the termination agreements had been signed and that              
          the terminations had happened.  Their liabilities were canceled,            
          along with any hope that they would recover any money from their            
          investments.                                                                
               The termination agreements also relieved the entity                    
          variously known as Intercoastal/Machise/MPC of any meaningful               
          liability.  The agreements terminated its obligations to MIT 80,            
          MIT 82, MIT 83, and MIT 84 entirely.  The termination agreements            
          thereby deprived the employee leasing arrangements of any                   
          vestiges of economic substance that they might conceivably have             
          had.  When Fred executed the termination agreements, he may have            
          prevented the investors from coming after him "with guns".  He              
          also, however, cut out any ground for claiming that the                     
          transactions had any valid tax effects.                                     
               With respect to MIT 85 and MIT 86, there were no termination           
          agreements.  Fred nevertheless knew by the turnaround time, when            
          the notes payable to those partnerships would become due, that              




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