Barry B. Bealor and Nancy L. Bealor, et al. - Page 114

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          Machise to conduct business for the period January 1 through                
          December 31, 1984.  Machise and the partnership assumed duties              
          similar to those set forth in the earlier partnership agreements.           
               The employees and independent contractors were the same                
          employees and independent contractors who had provided their                
          services to Machise before the MIT 84 employee leasing agreement            
          was made.  Bucci continued to direct and control the employees.             
          He determined the amount of wages to be paid, did the hiring and            
          firing, took any necessary disciplinary action, and set the hours           
          to be worked.                                                               
               New independent contractor agreements were made containing             
          the name "MIT 84" as one of the parties and signed by Fred Bryen            
          as "partner" of MIT 84.  These agreements imposed rights and                
          responsibilities upon the contractor, the partnership, and the              
          "carrier", which was Machise.  For example, under the agreement,            
          both the carrier and the contractor agreed to carry liability               
          insurance.  When the lease began, Bucci himself signed as                   
          "partnership agent".                                                        
               The investment program followed a familiar pattern.  The 21            
          partners executed 12-percent notes, in amounts aggregating                  
          $3,035,000, to Qulart.  The notes required annual payments of               
          interest, with the principal and remaining interest due 11 years            
          after the notes’ dates of execution.  Qulart executed a similar             
          note to Machise.  This amount was equal to ten-elevenths of MIT             
          84's capital.  Machise then lent Qulart $3,035,000 in a zero                




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