Stuart A. and Harriet J. Gollin, et al. - Page 25

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          Wells, Rich, Greene.  Fredericks hired an attorney, Robert                  
          Stephen Cohen (Cohen), to negotiate a settlement of his contract,           
          and Cohen enlisted the assistance of Becker.  The Fredericks and            
          Cohen met with Becker, and they determined that his contract was            
          worth between $3.5 million and $4 million.  Cohen then negotiated           
          a settlement package that had a present value, at that time, of             
          approximately $1,750,000.  Under the terms of the settlement,               
          Fredericks was to continue as a consultant to Wells, Rich, Greene           
          for a 4-year period at $250,000 a year, and thereafter he would             
          receive $30,000 a year for life.                                            
               Cohen told Fredericks that Becker could give Fredericks and            
          his wife Stephanie financial advice, investment advice, and tax             
          advice.  Fredericks was familiar with one of Becker's earlier               
          investment ventures, a physicians' leisure magazine in which                
          Fredericks had placed advertisements for clients.  He and Becker            
          entered into a retainer agreement for tax services.  Becker Co.             
          agreed to provide income tax planning and tax return preparation            
          services for 1982, in addition to recommending tax-oriented                 
          investments.  The agreement provided:                                       
               [Becker Co.] will perform an analysis of your past and                 
               present tax status in order to properly reflect on your                
               current and future tax shelter needs.  [Becker Co.]                    
               will continually seek such tax sheltered investments                   
               which are appropriate for you and which make sense from                
               an economic point of view.                                             
          Robert Steele (Steele) of Becker Co. handled the Fredericks'                
          account.  Fredericks dealt with Steele on a regular basis and met           





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