William Norwalk, Transferee, et al. - Page 4

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               Some of the facts are stipulated and are incorporated herein           
          by this reference.                                                          
               At the time of the filing of the petitions in these                    
          consolidated cases, each of the individual petitioners resided in           
          Fremont, California, and the corporate petitioner, DeMarta &                
          Norwalk, CPA's, Inc., maintained its principal office in Fremont,           
          California.  Robert DeMarta and William Norwalk (sometimes                  
          referred to as the shareholders) are certified public accountants           
          (C.P.A.'s) and provide accounting services on a full-time basis.            
          Mr. DeMarta became a C.P.A. in approximately 1970, while Mr.                
          Norwalk became a C.P.A. in 1980.                                            
               In 1985, Messrs. DeMarta and Norwalk organized DeMarta &               
          Norwalk, CPA's, Inc., which was incorporated in California on               
          August 14, 1985.  The business of the corporation was the                   
          practice of public accounting.  At all times during the                     
          corporation's existence, Messrs. DeMarta and Norwalk have been              
          its only shareholders.                                                      
               On September 3, 1985, Messrs. DeMarta and Norwalk signed               
          separate agreements with the corporation regarding their                    
          respective ownership interests in, and rights and duties                    
          regarding, the corporation.  Each agreement is entitled                     
          "Employment Agreement".  The effective date set forth on these              
          agreements was October 1, 1985, and each provides, among other              
          things, the following:                                                      

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