Robert D. Booth and Janice Booth, et al. - Page 51

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               On-Site reported its operations for Federal income tax                 
          purposes on a calendar year, and it used the cash method on its             
          relevant tax returns.  These returns included the following data:           
          1988        1989         1990       1991         1992                       
          Total income   $1,130,895   $1,108,792     $923,488   $114,270    $603,522  
          Compensation of officers120,910     213,985 219,621    71,011      135,519      
          Salaries & wages    234,900     387,389 122,142   135,72486,660               
          Pension, profit-sharing, plans    104,296      47,3001,585     - 0 -- 0 -                
          Employee benefit programs- 0 -       - 0 -   - 0 -     1,7114,116                
          Ordinary income (loss)471,158     232,440 371,926  (230,453)     213,508      
          Of the reported compensation, Mr. Traegde received $117,536,                
          $201,956, $205,870, $56,808, and $125,207 during the respective             
          years.                                                                      
               B.  On-Site's Introduction to the Prime Plan                           
               Thomas J. Connelly was the Prime Plan's sales agent for                
          On-Site.  Mr. Connelly introduced Mr. Traegde to the Prime Plan             
          in late 1988.  Mr. Connelly had observed that Mr. Traegde did not           
          have a succession plan for his business or any estate planning,             
          that the Prime Plan offered death benefits for Mr. Traegde, and             
          that the Prime Plan would give Mr. Traegde a source of funds to             
          close his business when he decided to leave.                                
               On October 4, 1988, Mr. Connelly wrote to On-Site's C.P.A.,            
          Thomas P. Joynt, explaining the Prime Plan.  On November 7, 1988,           
          Mr. Joynt replied with certain questions about the Prime Plan, as           
          well as On-Site's possible participation therein.  On                       
          November 17, 1988, Mr. Connelly responded to Mr. Joynt's letter.            
               Mr. Connelly discussed the Prime Plan with Mr. Traegde.                
          Based on these conversations, and after reading the promotional             






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