Barry B. Bealor and Nancy L. Bealor, et al. - Page 88

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          advanced $3,075,000 to Machise.  Fred explained that the parties            
          had orally agreed to increase the amount that the partners could            
          invest.  Other than journal entries, however, there are no                  
          documents showing that this amount was ever paid.                           
               Illustration No. 2, infra p. 42, depicts the purported                 
          transactions and flows of funds of MIT 82.                                  
          Operation of MIT 82                                                         
               The employees and independent contractors were the same                
          employees and independent contractors who provided their services           
          to Machise before the employee leasing agreement was made.  The             
          employees and independent contractors were not consulted about              
          the employee leasing agreement.  They did not submit formal                 
          employment applications to MIT 82, nor did they explicitly                  
          consent to the execution of the employee leasing agreement.  MIT            
          82 provided no work space or tools or equipment to the workers              
          after the execution of the leasing agreement.                               
               In contrast to the situation of MIT 80, MIT 82,                        
          Intercoastal, and Machise entered into a management contract                
          dated January 1, 1982.  This agreement, prepared by Fred,                   
          provided that Intercoastal would manage Machise on behalf of                
          MIT 82 for the period January 1 to December 31, 1982.  The                  
          compensation to be paid by MIT 82 was to be the amount of                   
          Intercoastal's costs, plus a "supplemental management fee" to be            
          determined by Machise's board of directors.  Following the                  
          execution of this agreement, Bucci and Ingemi still directed and            




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