Stanley P. Zurn - Page 17

          government road construction contracts.  Both petitioner and Ms.            
          Jackson’s father had substantial experience in road construction.           
          Ms. Jackson kept petitioner’s involvement with Cities and its               
          projects confidential.  Petitioner’s anonymity was likely                   
          connected to Cities' ability to maintain its preferred status as            
          a minority or woman owned and operated business enterprise.  As a           
          result, the documentation of Ms. Jackson’s and petitioner’s                 
          relationship is somewhat terse.  For example, there are notes and           
          some agreements that seem to characterize petitioner as a                   
          creditor.  One document reflects a loan of $90,000 and provides             
          for the repayment of $100,000.  That note reflects interest to              
          petitioner in a discounted form for the use of his money.                   
          Overall, notes exist for about one-third of the total amount                
          advanced by petitioner.  In addition, no Cities stock was issued            
          in petitioner’s name.  The few informal documents contain                   
          references to petitioner, either as a silent partner or a partner           
          with a 50-percent share of profits from the government                      
          construction contracts.  Although Cities was the entity to which            
          the road contracts were awarded, in their agreements Ms. Jackson            
          and petitioner treated as their own any profits from such                   
               As part of petitioner’s involvement in the road contracting,           
          petitioner was provided with title to Cities’ machinery, and he,            
          in turn, leased the machinery to Cities in exchange for rent                

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