Barry B. Bealor and Nancy L. Bealor, et al. - Page 133

                                       - 81 -                                         
               Fred signed the Termination Agreement under the heading                
          "Bryen & Bryen, P.A." on behalf of both MIT 86 and MPC.  None of            
          the investors in MIT 86 received a return on his or her                     
          investment.                                                                 
               Fred caused MPC to enter into the Termination Agreement with           
          MIT 86 in 1988 in order to relieve it of its liabilities to MIT             
          86.  Fred caused the partners of MIT 86 to enter into the                   
          Termination Agreement with MPC in 1988 so as to minimize their              
          exposure to risk on their notes.                                            
               On its partnership return for 1988, MIT 86 reported a loss             
          of $14,687; this is the amount that MIT 86 agreed to forgo in               
          exchange for early payment to terminate the employee leasing                
          agreement), plus an accounting fee to BBPA of $1.                           
               After the termination, MPC still owed MIT 86 some                      
          $1,077,307.  Fred recommended that the partnership distribute               
          this $1,077,307 obligation to its partners.  The partners were              
          thereafter listed as creditors against the estate in bankruptcy             
          of Anthony S. and Miriam A. Bucci.26                                        






          26While the $1,077,307 allegedly owed by MPC to the                         
          investors in MIT 86 was still on the books at the time of the               
          trial herein, Fred conceded that he will probably recommend that            
          the debt be written off as an uncollectible loss by the                     
          investors.                                                                  





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