Harvey M. Pert, Transferee - Page 43

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                    e.   Transfer of Substantially All Assets                         
               Mrs. Pert filed a bankruptcy petition in December 1993.                
          Petitioners concede that she had no assets at that time.  There             
          is no persuasive evidence in the record that she did anything               
          with the assets other than give them to Mr. Pert.  Mr. Pert said            
          that Mrs. Pert spent the funds, but he also said that he did not            
          know what she did with them.  We conclude that both Mr. Riffe's             
          estate and Mrs. Pert transferred substantially all of their                 
          assets.                                                                     
                    f.   Whether the Debtor Absconded                                 
               There is no evidence that Mr. Riffe's estate or Mrs. Pert              
          absconded.  This badge does not help respondent.                            
                    g.   Concealed Assets                                             
               There is no record of what Mr. and Mrs. Pert did with the              
          cash they withdrew from banks.  This badge does not help                    
          respondent.                                                                 
                    h.   Consideration                                                
               Mr. Pert paid no consideration for the assets he received              
          from Mrs. Pert.                                                             
                    i.   Insolvency                                                   
               Mr. Riffe's estate was insolvent when it distributed all of            
          its assets to Mrs. Pert.  Mrs. Pert was insolvent in December               
          1993 when she filed her petition in bankruptcy.  Elliott                    
          testified that Mrs. Pert's tax attorney told him in September               





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