Jeff A. Wiltzius, Transferee - Page 4

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               House of Babes received revenue from cover charges, the sale            
          of nonalcoholic beverages, vending machines, video games, and a              
          juke box.  Most customers paid in cash, but some used credit                 
          cards.                                                                       
               2.   Shareholders                                                       
               Tom Godby (Godby) bought a 50-percent interest in House of              
          Babes from Waldorf.  Nelson Arencibia (Arencibia) bought a 10-               
          percent interest from Waldorf and a 10-percent interest from                 
          Godby.  Waldorf, Godby, and Arencibia owned House of Babes from              
          January to September 1984.  Arencibia owned a 22.5-percent                   
          interest in House of Babes in September 1984.                                
               Wiltzius bought Arencibia's 22.5-percent interest on October            
          1, 1984, for $25,000.  Arencibia was making about $1,500 per week            
          from House of Babes when he sold his interest.  Wiltzius owned               
          22.5 percent and Waldorf owned 32.5 percent of the shares of                 
          House of Babes from October 1984 to August 1986.                             
               3.   Skimmed Income                                                     
               Around May 1984, Waldorf, Godby, and Arencibia agreed to                
          keep two sets of records for House of Babes.  Waldorf kept the               
          second set of books to pay less taxes.                                       
               Waldorf wrote a memo at a time not stated in the record to              
          the other shareholders explaining how they would skim gross                  
          receipts.  The memo said that each shareholder's share of the                
          profits would be paid in cash from 50 percent of the gross                   





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