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and Mr. de Los Angeles agreed to pay Mr. Makalintal quarterly
installments of $150,000 in cash, with the first installment due
in October of 1987, until the $3 million purchase price for the 2
million shares of stock was fully paid.
The agreement for the sale of ICPI stock to Mr. de Los Angeles
was negotiated and entered into by Mr. Makalintal and
Mr. de Los Angeles in the Philippines. Mr. Makalintal did not
discuss this sales agreement with petitioner. Petitioner did not
participate in the negotiations, and petitioner was not aware of the
terms of the sale.
In December of 1987, Mr. Makalintal hired Lorna Ombawa as an
assistant to work for his California corporations, and in October
of 1988, Mr. Makalintal hired Grace Cruz to be his assistant.
After being hired, Ms. Ombawa, instead of petitioner, entered
data into the computer for purposes of maintaining profit and
loss statements relating to the California corporations.
Ms. Cruz supervised Ms. Ombawa, made purchases for ISS, and
paid bills for each of the California corporations.
At Mr. Makalintal’s insistence, Ms. Cruz and Ms. Ombawa also
lived in the Greenbrae home with Mr. Makalintal and petitioner.
During the years in issue, Mr. Makalintal maintained
numerous bank accounts for his personal use and for use of each
of the California corporations.
In 1986, 1987, and 1988, large transfers of funds occurred
from the various bank accounts maintained by Mr. Makalintal and
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