Barry B. Bealor and Nancy L. Bealor, et al. - Page 54

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          that they would be repaid in 120 monthly installments of interest           
          and principal.  On July 17, 1980, Intercoastal drew checks on an            
          account at the Bank of New Jersey totaling $2.4 million.  The               
          checks were payable to the MIT 80 investors in amounts equal to             
          the face amounts of their notes.  The investors endorsed these              
          checks to MIT 80.  These endorsed checks constituted the only               
          capital investments in MIT 80 made by the nine investors.3                  
               MIT 80 and BBPA also entered into a management agreement,              
          drafted by Fred, dated "as of" January 1, 1980, whereby BBPA                
          agreed to manage MIT 80.  At Fred's behest, Bruce signed the                
          management agreement on behalf of the MIT 80 partners pursuant to           
          their powers of attorney.                                                   
          MIT 80 Employee Leasing Arrangement                                         
               MIT 80 and Machise entered into an employee leasing                    
          agreement dated "as of" January 1, 1980.  The agreement provided            
          that MIT 80 would furnish all the employees and independent                 
          contractors needed by Machise to conduct its business for the               
          1980 calendar year.                                                         
               The agreement specified the duties of the partnership in               
          some detail.  Thus, under the heading "Supply of Individuals",              


          3During 1980, the investors of MIT 80 actually made cash                    
          payments totaling $158,580.80 to Intercoastal, as payments of               
          principal and interest on their notes.  These payments went into            
          a separate set of accounts called the MIT 80 ledger.  They were             
          deposited with the Merrill Lynch brokerage firm and with the                
          Empire Savings & Loan Association.                                          





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