William N. and Moira M. Carlstedt - Page 7

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                  Citimark Management, Inc.                                                              
                  During the years at issue, petitioner was also president of                            
            CMI, an Indiana corporation established in 1982, which had in                                
            effect an election to be treated as an S corporation.  CMI                                   
            entered into agreements with Citimark to provide property                                    
            management services to the buildings owned by the partnerships.                              
            Mrs. Carlstedt was secretary of CMI, as well as a property                                   
            manager.  CMI also employed leasing agents whose job it was to                               
            find prospective tenants for Citimark-owned buildings.                                       
                  Citimark Communications, Inc.                                                          
                  CCI is an Indiana corporation formed by petitioners in 1989.                           
            In 1990 and 1991, petitioner owned 32 percent of the stock of CCI                            
            and was treasurer and a director of the company.  James                                      
            Eiteljorg, Roger Eiteljorg, Dickman, and David Berry owned the                               
            balance of the stock and, with the exception of Dickman, were                                
            officers of the company.  CCI had elected to be treated as an S                              
            corporation during the years in issue.                                                       
                  In 1990 and 1991, CCI sold telecommunications services and                             
            equipment both to third parties and to tenants housed in the                                 
            buildings owned by the Citimark partnerships.  CCI had two full-                             
            time employees; neither of the petitioners was a full-time                                   
            employee of that corporation.                                                                









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