Donald R. Martin - Page 4

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                    C.        Jackson                                                                                                                                      
                              Jackson had been petitioner's friend since petitioner                                                                                        
                    attended college.  Waddell did not know Jackson.                                                                                                       
                              In 1985, Jackson gave Activewear a short-term loan to help                                                                                   
                    it meet its payroll.  Activewear repaid the loan.  Jackson                                                                                             
                    continued to make short-term loans whenever Activewear had a                                                                                           
                    cash-flow problem.  Activewear always repaid those loans.                                                                                              
                              In the years in issue, Jackson owned Greensboro Ford and                                                                                     
                    Carey Station, Inc. (Jackson's corporations).  Jackson's wife was                                                                                      
                    the majority shareholder in a campground in Tallulah Falls,                                                                                            
                    Georgia.                                                                                                                                               
                    D.        Activewear's Loans to Jackson's Corporations                                                                                                 
                              1.        Initial $50,000 Loan                                                                                                               
                              Around November 1989, Jackson's corporations began to have                                                                                   
                    cash-flow difficulties.  Jackson asked petitioner for a short-                                                                                         
                    term loan.  Jackson offered to repay the loan in a week, to pay                                                                                        
                    10-percent interest, and to provide three classic automobiles as                                                                                       
                    collateral.  Petitioner believed Jackson was a good credit risk.                                                                                       
                    Activewear had funds available to make the loan.  Petitioner                                                                                           
                    asked Waddell to authorize Activewear to lend $50,000 to                                                                                               
                    Jackson's corporations.  Waddell approved the loan.  Activewear                                                                                        
                    then lent Jackson's corporations $50,000 based on an oral                                                                                              








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