Lorvic Holdings, Inc. - Page 9

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            Old Lorvic, and were interested in pursuing an acquisition of the                           
            company.  Leck performed due diligence research on Old Lorvic                               
            including visiting the corporation on numerous occasions and                                
            holding indepth conversations with the officers and managers.  In                           
            the process, Leck, Kirtley, Chemical Ventures, and Richard                                  
            Nemanick formed petitioner and a subsidiary, LC Acquisition, to                             
            facilitate the acquisition of Old Lorvic's assets.  Petitioner                              
            was capitalized as set forth below:                                                         

                                    Common             Preferred               Total                    
            Purchaser               Stock              Stock                   Cost                     
            Chemical Venture    9,895                  15,000            $1,509,895.00                  
            Kirtley           2,552.5                  105               13,052.50                      
            Leck              2,552.5                  105               13,052.50                      
            Richard Nemanick   10,000                  900               100,000.00                     


                  In December 1989, Leck and Kirtley compiled an "Acquisition                           
            Financing Memorandum" (Acquisition Memorandum) regarding the                                
            target corporation, Old Lorvic, which noted that "senior                                    
            management", as well as Leck and Kirtley, through Florida Capital                           
            Partners, Inc., had "signed a Letter of Intent to acquire the                               
            Lorvic Corp. * * *, a wholly owned subsidiary of R.P. Scherer                               
            Corp.".2  The Acquisition Memorandum was intended, in part, to                              



                  2Kirtley and Leck were two principals and owners of Florida                           
            Capital Partners, Inc.                                                                      





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