James L. and Leta A. Thurman - Page 5

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          promissory notes as their share of the first and second                     
          distributions paid by EMFI for its fiscal year ended October 31,            
          1993.                                                                       
               EMFI's Form 1120S for the fiscal year ended October 31,                
          1993, indicates on line 20 of Schedule K, Shareholders' Shares of           
          Income, Credits, Deductions, etc., that EMFI made a distribution            
          other than dividends of $2,318,872.  Line 22 of Schedule K                  
          provides a place for taxpayers to report "Total dividend                    
          distributions paid from accumulated earnings and profits".  EMFI            
          did not report any amount on line 22.  EMFI's Schedule M-2,                 
          Analysis of Accumulated Adjustments Account, Other Adjustments              
          Account, and Shareholders' Undistributed Taxable Income                     
          Previously Taxed, for the same year indicates on line 7 that EMFI           
          made a nondividend distribution of $2,318,872.  Schedules K-1,              
          Shareholder's Share of Income, Credits, Deductions, etc., for the           
          same time period indicate on line 20 that EMFI made a nondividend           
          distribution to Mr. and Mrs. Thurman in the respective amounts of           
          $758,745 and $1,228,320.                                                    
               EMFI issued Forms 1099 to the shareholders for 1992                    
          reflecting the first distributions for its fiscal year ended                
          October 31, 1993, as taxable dividends.  EMFI did not issue any             
          Forms 1099 for either 1992 or 1993 with respect to the second               
          distribution it declared for the fiscal year ended October 31,              
          1993.                                                                       





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