Dharma Enterprises - Page 6

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          terminate in March 1988.  DM terminated the agreements in part              
          because SMP had been behind on the royalty payments since its               
          inception.  DM terminated SMP's license even though SMP had                 
          become a profitable business and was growing rapidly.  In 1987,             
          SMP had over $2.8 million in gross sales.  Petitioner's ability             
          to take over SMP's printing business also instigated DM's                   
          decision to terminate SMP's license.                                        
               DM immediately entered into negotiations with petitioner for           
          the license of intangible assets and the sale of printing                   
          equipment.  DM did not contact any other party regarding the                
          license.  Maitland represented petitioner in the license                    
          negotiations.  Jack Petranker (Petranker) negotiated the license            
          agreement for DM.  Petranker was a director and officer of DM and           
          replaced Maitland as dean of the Nyingma Institute.  Petranker,             
          who had a law degree, prepared and filed the articles of                    
          incorporation for petitioner and signed as petitioner's sole                
          incorporator.  Petranker is not involved in petitioner's business           
          operations.  Petranker also lent petitioner startup capital.  In            
          March 1988, petitioner owed over $70,000 to Petranker.                      
               When he formed petitioner, Maitland did not have any                   
          experience in the printing industry.  Maitland began working at             
          SMP as a production manager, without compensation, in July 1987             
          to learn about the printing business.  SMP allowed Maitland to              
          work for it despite the fact that DM planned to enter into a                
          license agreement with petitioner.  Maitland relied on SMP's                
          business plans to determine petitioner's expected profits and did           


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