Oceanic Leasing, Douglas F. Spaulding, Tax Matters Partner - Page 5

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          The Superior Court authorized the receiver to pool all entities             
          and transactions for purposes of the receivership.                          
               On April 28, 1994, Hardin was indicted in the U.S. District            
          Court for the Northern District of California for various crimes            
          arising out of his investment transactions, including Oceanic               
          Leasing transactions.  Criminal proceedings against him were                
          resolved in 1995.                                                           
          Willner's Oceanic Leasing                                                   
               At the end of 1985, Willner was introduced to Hardin by                
          Linda Calef (Calef).  Willner, his mother, his brother, and                 
          Hardin entered into an agreement for a partnership to be known as           
          Oceanic Leasing VI.  He claims, but Calef denies, that Calef was            
          also a member of a partnership known as Oceanic Leasing VI.                 
          Willner received a Schedule K-1 for 1985 reporting his alleged              
          share of losses for Oceanic Leasing VI.  Willner did not produce            
          to respondent or at trial a copy of any written agreement                   
          relating to this partnership.  It appears from other                        
          correspondence that any such agreement was signed after                     
          January 10, 1986.                                                           
               Willner executed a document dated December 15, 1986,                   
          purporting to be a partnership agreement between Hardin, Calef,             
          Arthur and Susan Willner, and Anne Latta (Latta), for a                     
          partnership known as Oceanic Leasing XXXV.  The Sausalito address           
          was shown as the principal place of business of the partnership.            





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