Robert D. Booth and Janice Booth, et al. - Page 10

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          Mr. Weiss, Streich Lang engaged Dr. Raby from February 1988 to              
          the beginning of 1990, to assist Mr. Weiss in forming the desired           
          plan and to express a concurring opinion on Mr. Weiss' tax                  
          opinions related thereto.  Prime informed Dr. Raby that it wanted           
          to develop a plan that offered a front-end reduction of taxes for           
          small employers and a deferral of income for their employees.               
          Dr. Raby and Mr. Weiss advised Prime that the plan needed an                
          element of risk-shifting to qualify for the desired benefits, and           
          that a "suspense account" could be used to accomplish the                   
          required shifting of risk.  Dr. Raby and Mr. Weiss later                    
          presented Prime with different provisions for the Prime Plan,               
          some of which Prime found unacceptable for marketability                    
          purposes.  Dr. Raby and Mr. Weiss redrafted the unacceptable                
          provisions, and Prime found the redrafted provisions more to                
          their liking.                                                               
               Dr. Raby wrote an opinion concurring with Mr. Weiss' tax               
          opinion dated June 2, 1988, and Dr. Raby concurred with                     
          Mr. Weiss' opinion dated April 12, 1989.  Dr. Raby's concurrences           
          were based on his understanding of the tax law including the                
          "possible purposes" of section 419A(f)(6).  Dr. Raby's                      
          concurrences, as well as Mr. Weiss' opinions that related                   
          thereto, did not address any version of the Prime Plan that is at           
          issue herein; they discussed a hypothetical plan that evolved               
          into the instant versions.  Dr. Raby's name was used to promote             
          versions of the Prime Plan that were marketed to the public.                




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