Normandie Metal Fabricators, Inc. - Page 6

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          Port Washington to house petitioner.  Petitioner moved from New             
          York to Port Washington in 1984.  Petitioner’s Port Washington              
          building has an office and a factory.  Petitioner rented the                
          building from Steven Klein for 15 years under a triple net lease.           
          Under the 1984 guaranty, petitioner promised not to pay cash                
          dividends or to redeem shares of stock for cash except for stock            
          owned by Isidore Klein.  However, the bank waived the covenant              
          and consented to petitioner’s redemption of Gertrude Klein's                
          stock for cash in 1995.                                                     
          E.   Isidore and Steven Klein’s Work for Petitioner From 1980               
               Through the Years in Issue                                             
               As discussed next, from 1980 to 1994, Isidore Klein was                
          semiretired, and Steven Klein ran petitioner, subject to Isidore            
          Klein’s overall approval.                                                   
               1.   Isidore Klein                                                     
               Isidore and Gertrude Klein have lived in Florida since 1980.           
          Isidore Klein had the title of chief executive officer and                  
          president of petitioner until he sold his stock in January 1995.            
          Isidore Klein oversaw petitioner’s operations in 1993 and 1994.             
          He called Steven Klein at least twice a week in 1993 and 1994 to            
          discuss the business, to monitor the cost of raw materials,                 
          labor, and office personnel, and to approve Steven Klein’s major            
          business decisions.  Steven Klein and Isidore Klein often                   
          disagreed about how Steven Klein should run petitioner, which               
          caused a strain in their relationship.                                      





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