Barry B. Bealor and Nancy L. Bealor, et al. - Page 111

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          Termination Agreement of MIT 83                                             
               On January 1, 1988, Fred prepared a handwritten Termination            
          Agreement to terminate the obligations of MIT 83 and MPC under              
          the employee leasing agreement.  The Termination Agreement stated           
          that MPC owed $2,148,764 to MIT 83 under the leasing agreement              
          (the $2,148,764 amount is an error; the amount that should have             
          appeared in the Termination Agreement was $2,135,260), and that             
          MPC offered to pay $1,899,633.  MPC proposed to do so by                    
          transferring to MIT 83 the note made by Qulart on July 1, 1983,             
          in favor of Machise in the amount of $2,888,666.  The balance on            
          the note as of January 1, 1988, was $1,899,633.  MIT 83 accepted            
          the offer as full payment and agreed to terminate the agreement.            
          It thus agreed to forego, as a “Contact Renegotiation Fee”, some            
          $231,253.  No formal assignment of the note was ever made.                  
               Under the Termination Agreement, MIT 83 was required to                
          distribute the note to its partners, who in turn were to direct             
          MIT 83 to assign the note to Qulart in payment of amounts they              
          owed Qulart on their investor notes.  No formal distribution of             
          this note was ever made.                                                    
               Fred signed the Termination Agreement under the heading                
          "Bryen & Bryen, P.A." on behalf of both MIT 83 and MPC.  Fred               
          caused MPC to enter into the Termination Agreement with MIT 83              
          in 1988 in order to remove from its books the "huge note                    
          liabilities"--presumably the accrued and unpaid compensation fee.           
          Fred caused the partners of MIT 83 to enter into the termination            




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