Donald N. and Rosemarie F. Merino - Page 14

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          machine".  Petitioner told Roberts:  "If you have a demonstration           
          of this, and I'm going to do this, I certainly understand the               
          economics.  I understand what you're trying to do, but I want to            
          see it working."  He explained:  "I would never invest in                   
          anything unless I saw it".                                                  
               Roberts suggested that petitioner visit the PI plant in                
          Hyannis, Massachusetts, and arranged a date for him to visit.  PI           
          was located near a house on Cape Cod where petitioners vacationed           
          at the time.  At PI, petitioner spent the first "hour to two                
          hours" in Bambara's office discussing and examining samples of              
          plastics products made by PI.  Bambara "asked [petitioner] to               
          sign a secrecy agreement, and sort of twisted [his] arm a little            
          bit about nondisclosure, and things like that."  After signing              
          the agreement, petitioner was allowed to tour the plant.                    
          Petitioner recalled that the PI representatives "were a little              
          uncomfortable that somebody that knew plastics technology and               
          plastics economics was going to visit the plant" and "were very             
          reluctant to give me any information."  According to petitioner,            
          the PI representatives refused to give petitioner any of the                
          information that he asked for, such as company records,                     
          purportedly because petitioner was there to perform due diligence           
          and was not an investor.                                                    
               Petitioner viewed a demonstration of the machine, which he             
          recalled as follows:                                                        
                    What they did was they took the plastic scrap that                
               they were manufacturing * * * [and] ran it through one                 



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