ASAT, Inc. - Page 18

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          worked half-time for Worltek and half-time for petitioner.9                 
          There were no written contracts relating to the hiring or                   
          retention of Worltek employees by petitioner during 1990 and                
          1991.  Worltek sent petitioner the following invoices:10                    
          Date      Description                        Amount                         
          11/9/90   Consultant fees for W.D. Smith                                    
                    for the calendar month of November      $31,000                   
          2/15/91   Consulting fees for W.D. Smith and                                
                    Edward Combs for the month of February                            
                    1991                                    51,000                    
          3/12/91   Consultant fees for W.D. Smith and                                
                    Edward Combs for the calendar month                               
                    of March                                31,000                    
          4/10/91   Consultant fees for W.D. Smith and                                
                    Edward Combs for the calendar month                               
                    of April                                55,300                    
          5/10/91   To bill for consulting fees for the                               
                    month of April 1991                                               
                         William D. Smith    24,916                                   
                         Edward G. Combs     38,716         69,63211                  
          These invoices were marked either "Payable upon receipt" or                 
          "Payable on sight".  Handwritten notations on the invoices                  
          indicate that petitioner paid them promptly.                                


               9  The record does not show what percentage of time Mr.                
          Smith worked for petitioner.                                                
               10  These invoices were provided to respondent in response             
          to an IDR; the record does not show if these were the only                  
          invoices sent by Worltek to petitioner.                                     
               11  Worltek's total was incorrect.                                     






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