- 51 -                                         
          Machise the $2,888,666 non-interest-bearing demand note                     
          originally made by Machise in favor of Qulart (which Qulart, at             
          the MIT 83 partners' behest, had endorsed to MIT 83).  Because              
          Machise received back its own note, that note was retired.                  
          Operation of MIT 83                                                         
               Another new entity, a partnership named MIT Associates                 
          (MITA), was formed on January 1, 1983, with Bucci and                       
          Intercoastal as its two partners.  Bucci had a 99-percent                   
          interest in MITA, and Intercoastal had the 1-percent interest.              
          MITA employed the calendar year as its tax year and used the cash           
          method of accounting.  The address of MITA was the same as that             
          of Machise--500 North Egg Harbor Road, Hammonton, New Jersey.               
          Ingemi's widow had instituted a lawsuit against Bucci and his               
          companies, and MITA was formed to prevent that litigation from              
          affecting the MIT partnerships.                                             
               MIT 83, MITA, and Machise entered into a management                    
          agreement dated January 1, 1983.  This agreement, prepared by               
          Fred, provided that MITA would manage Machise on behalf of MIT 83           
          for the period January 1 through December 31, 1983, for a "fee to           
          be determined by mutual agreement".  After execution of the                 
          management agreement, Bucci still controlled and directed the               
          employees and independent contractors.                                      
               The employees and independent contractors were the same                
          employees and independent contractors who had provided their                
          services to Machise prior to the MIT 83 employee leasing                    
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