Jerry S. Payne - Page 4

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          representation to Helmle in criminal proceedings against Helmle for         
          possession of illegal drugs.                                                
               During the years in issue, petitioner provided management              
          services to and was actively involved in the business operations of         
          2618 Inc and of the Club.  Petitioner's involvement in the business         
          operations of 2618 Inc and of the Club increased as petitioner became       
          concerned that 2618 Inc and Helmle might not be able to pay legal           
          fees owed to petitioner in excess of $500,000.                              
               During 1986 through 1988, petitioner received funds relating to        
          various transactions and litigation involving Helmle, 2618 Inc, the         
          Club, and other entities and activities.  Those funds were generally        
          deposited into petitioner’s bank accounts, and portions of the funds        
          were then disbursed out of petitioner’s bank accounts for and on            
          behalf of 2618 Inc and the Club, on whose behalf portions of the            
          funds had been received by petitioner; other portions of the funds          
          were used by petitioner for his personal purposes.                          
               For the years in issue, petitioner failed to maintain adequate         
          books and records for his law firm, and adequate books and records          
          were not maintained for 2618 Inc and for the Club.                          

          Houston Ordinance No. 86-323                                                
               During 1986 through 1988, petitioner provided legal                    
          representation to 2618 Inc and to the Club in litigation against the        
          City of Houston involving Houston Ordinance No. 86-323.  The                
          ordinance was passed by the City of Houston on March 5, 1986, and           





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