Associated Dentists of River Falls, f.k.a. River Falls Dental Associates, Ltd. - Page 4

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          Schwalbach and Dr. Knotek.  Dr. Schwalbach and Dr. Knotek also              
          referenced a professional publication of the American Dental                
          Association, looking specifically at a rent factor guideline                
          stated therein.  Dr. Schwalbach and Dr. Knotek's discussions                
          ended on or near January 1, 1992, when Dr. Knotek purchased from            
          Dr. Schwalbach 50-percent interests in petitioner and its office            
          equipment.                                                                  
               Contemporaneously therewith, on January 1, 1992,                       
          Dr. Schwalbach and Dr. Knotek, in their capacities as officers of           
          petitioner, signed a lease with the Schwalbachs under which the             
          Schwalbachs relet to petitioner the building's parking lot and              
          the 3,600-square-foot area that it already occupied for a 5-year            
          term ending on December 31, 1996.  Petitioner agreed to pay the             
          Schwalbachs $4,500 per month, plus pay all utilities that it                
          used, all insurance on the building, and all real estate and                
          personal property taxes that were related to the building.                  
          Real estate taxes paid in 1992 through 1994 totaled $8,777,                 
          $9,113, and $8,153, respectively.                                           
               In 1993, Dr. Schwalbach relet to Dr. Nelson the                        
          1,200-square-foot space that he already occupied for a 5-year               
          term ending May 31, 1998, at a rate of $8,400 per year (i.e.,               
          $7 per square foot).  Dr. Nelson practiced full time in Hastings,           
          Minnesota, and he used the leased space 1 day a week; petitioner            
          had the right to use the space when Dr. Nelson did not. Dr.                 





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