Patricia S. Makalintal - Page 6

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               From 1985 through 1987, the only compensated employees of              
          ISS, Magnacad, and MFMC were Mr. Makalintal and Mr. Santos.                 
          Petitioner was not, at any time, an employee of, nor was she paid           
          any compensation by, any of the above California corporations.              
               From 1985 through 1988, however, petitioner performed in the           
          Greenbrae home a limited amount of clerical work for ISS,                   
          Magnacad, and MFMC.  At Mr. Makalintal’s direction and under his            
          supervision, petitioner, at the Greenbrae home, would                       
          occasionally enter data with respect to the California                      
          corporations into a computer program that generated profit and              
          loss statements.  Petitioner did not have any training or                   
          experience with accounting, and petitioner did not understand               
          much of the data entered into the computer.  Petitioner made no             
          analysis, and petitioner did not attempt to make an analysis, of            
          the profit and loss statements relating to the California                   
          corporations.                                                               
               Petitioner did not know whether the data Mr. Makalintal gave           
          her to enter into the computer was accurate and complete.                   
          Mr. Makalintal did not discuss with petitioner any significant              
          aspects of the California corporations, and he did not permit               
          others to talk to petitioner about the California corporations or           
          businesses.                                                                 
               In March of 1986, Mr. Makalintal entered into a written                
          agreement to sell his 2 million shares of stock in ICPI to                  
          Alfredo de Los Angeles for $3 million.  No downpayment was due,             




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