Barry B. Bealor and Nancy L. Bealor, et al. - Page 87

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          $76,000, and the remaining 60 percent, $114,000, went to Machise.           
          Machise's receipt of 60 percent of the cash put up by the                   
          investors was one of its incentives to participate in the deal.             
          MIT 82 Employee Leasing Agreement                                           
               The employee leasing agreement of MIT 82 and Machise,                  
          prepared by Fred, was dated as of January 1, 1982.  Like the MIT            
          80 employee leasing agreement, the MIT 82 agreement provided that           
          MIT 82 would furnish all the employees and independent                      
          contractors needed by Machise to conduct its business for the               
          1982 calendar year.  It stated that Machise would provide the               
          partnership with estimates of the number of employees or                    
          contractors Machise would need to carry on its business.  It                
          further stated that the partnership would provide Machise with              
          the employees, independent contractors, and equipment, plus                 
          antecedent biographical information about the workers.  It again            
          provided that the partnership would have the right to control and           
          direct the employees and that the partnership would "instruct               
          each individual as to his work hours and nature of his duties."             
          As to the contractors, the partnership again retained "the                  
          exclusive right to determine the contractor to be used" in                  
          Machise's business.                                                         
               Unlike the MIT 80 arrangement, the MIT 82 employee leasing             
          agreement specifically required MIT 82 to advance the lesser of             
          its invested capital or $3 million to Machise.  As of                       
          December 31, 1982, the books of MIT 82 showed that it had                   




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