Thomas M. and Christine A. Fries - Page 3

                                        - 3 -                                         
                                  FINDINGS OF FACT                                    
               Petitioner, along with his wife and mother, incorporated               
          National Travel Management, Inc. (National), in December 1986 in            
          order to start a retail travel business.  They became the                   
          corporation's initial officers and shareholders.  In February               
          1987, an erstwhile coworker, Fred Burkhalter (Burkhalter),                  
          approached petitioner and indicated his interest in entering the            
          travel business as well.  Burkhalter informed petitioner that he            
          knew others who were eager to invest in such a venture.  After              
          careful consideration, talks commenced between petitioner and               
          these individuals, and a deal was struck.                                   
               Upon completion of the negotiations, the stock of National             
          was held as follows:  33 percent by petitioner; 11 percent by Jim           
          Brands (Brands); 22 percent by Bob Tucker (Tucker) or Tavistock             
          (a Georgia general partnership of which Tucker was the general              
          partner); and 33 percent by Burkhalter.  A total of $900 was                
          contributed for the stock of National, of which amount petitioner           
          paid $300.  Petitioner was named president of National.                     
               On May 27, 1987, petitioner, acting as president of                    
          National, executed a note to himself in his individual capacity             
          (the Fries note) in the amount of $74,700.  The Fries note called           
          for 120 installments of principal and interest in the amount of             
          $946.29 each.  The first payment was due on June 28, 1987, with             
          each subsequent installment due on the 28th day of each month               
          thereafter, through May 1997.  Petitioner did not insist on                 




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