August V. and Mary E. Klaue - Page 3




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          inventor and in 1980 held approximately 45 patents.  Petitioner             
          believed that one of Estes' inventions, the Theratech                       
          thermotherapy unit (Theratech device or the device), had                    
          potential to be a financial success.  The Theratech device                  
          relieved the suffering caused by hemorrhoids without surgery.               
          Petitioner used the device many times and was impressed with its            
          efficacy, and he believed that with proper marketing it could be            
          a moneymaker.  As the inventor of the device, Estes held many               
          shares of stock in the Theratech Co., which had the right to                
          manufacture and sell the device.                                            
               On December 11, 1980, petitioner entered into a partnership            
          agreement with Estes and created K & E Associates (the                      
          partnership).  The partnership was created to finance a gold-               
          dredging operation in the Columbia River.  On January 16, 1981,             
          the partnership borrowed $175,000 from Old National Bank (the               
          bank), and petitioner and Estes as individuals and general                  
          partners of the partnership executed a promissory note in favor             
          of the bank in that amount.  Estes pledged 100,000 shares of                
          Theratech2 stock as collateral for the loan.  Petitioner did not            
          pledge any collateral.  Estes authorized the bank to deliver the            
          stock to petitioner if petitioner paid the balance of the loan.             



               2At the time Estes pledged this stock, the name of the                 
          company was Bio-tronics.                                                    




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