Bobby E. Syphrett and Janice D. Syphrett - Page 3

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          to manage construction of the pipelines and related plant.                  
          Mr. Syphrett’s role was to secure contracts (the Contracts) with            
          the owners of gas-producing properties.  The legal work related             
          to the projects was handled by W. Michael Stephens and his law              
          firm of Baker, Brown, Sharman, Wise & Stephens (Baker, Brown).              
               All of the projects were to be organized in the same way.              
          Each project would be organized as a limited partnership and                
          financed by selling limited partnership interests.  After the               
          limited partnership interests in a project had been sold,                   
          Mr. Syphrett would assign the related Contracts to the limited              
          partnership.  Intrastate would then obtain an interest in the               
          limited partnership and become a partner.                                   
               By 1981, three of the projects had been completed to the               
          point where limited partnerships were organized and interests               
          therein sold; the remaining two projects were in the process of             
          being formed.  In or about 1981, Mr. Syphrett learned that Mr.              
          Wiewall had allegedly been submitting false and inflated                    
          construction invoices for one or more of the projects.  When                
          Mr. Syphrett objected to Mr. Wiewall’s alleged overcharging of              
          costs, Mr. Stephens allegedly drafted legal documents regarding             
          the two uncompleted projects so as to exclude Mr. Syphrett and              
          Intrastate from participation.  At that time, Mr. Syphrett had              
          assigned all but two of the Contracts to a limited partnership or           

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