Joseph Nachman - Page 8

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                  Swirl used the $600,000 for working capital.  Swirl reported                         
            the transaction as a loan from stockholders in its financial                               
            statements dated December 31, 1986, June 30, 1987, and                                     
            December 31, 1987.                                                                         
                  Swirl paid interest to petitioner quarterly.  Swirl paid                             
            about $56,841 in interest on the notes, from November 1, 1986, to                          
            July 2, 1988.  In April 1987, petitioner and Swirl changed the                             
            maturity date on the notes from April 1 to September 15, 1988.                             
            Later, they changed the maturity date from September 15 to                                 
            October 15, 1988.                                                                          
            F.    Petitioner and His Brother's Resignation From and Sale of                            
                  Swirl                                                                                
                  1.    Sale of Swirl                                                                  
                  On May 13, 1988, Swirl, Swirl Sales, Easley, Chemical Bank,                          
            petitioner, and petitioner's brother agreed to restructure some                            
            of Swirl's debt to Chemical Bank.  Shortly thereafter, Chemical                            
            Bank told petitioner that it wanted to end its lending                                     
            relationship with Swirl.                                                                   
                  Swirl hired Anthony Gasson (Gasson) in July 1988, to arrange                         
            new debt financing for Swirl.  Gasson specialized in finding                               
            buyers and lenders for troubled companies.  Swirl hired Joseph                             
            Santalarsci (Santalarsci), an investment banker, in September                              
            1988 to find a buyer for Swirl.                                                            








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