B & D Foundations, Inc. - Page 8




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          population increases.  For 1996, the rate of increase in the                
          number of new houses built in Douglas County was 14.8 percent.              
               In 1995, petitioner became a contractor for Kaufman & Broad,           
          a national home building company then building numerous houses in           
          Highlands Ranch.  During the fiscal year ended July 31, 1996,               
          petitioner laid more than 600 foundations, of which approximately           
          500 were for Kaufman & Broad.                                               
               Over the period from January 1, 1987 (when petitioner began            
          operations), through July 31, 1996, petitioner made annual                  
          payments as compensation to Mr. and Mrs. Myers and to                       
          petitioner’s construction workers as set forth below.5                      
          Total       Total                                                           
          FYE     William      Connie     Officer   Construction                      
          July 31    Myers       Myers       Comp.    Worker Comp.                    
          1987     $30,000      $6,750     $36,750     $86,846                        
          1988      54,500      12,950      67,450     216,394                        
          1989      43,000      15,050      58,050     191,414                        
          1990      83,000      29,650     112,650     269,681                        
          1991     173,600      12,500     186,100     374,135                        
          1992     165,000      65,000     230,000     425,413                        
          1993     457,785     156,000     613,785     535,051                        
          1994     630,750     271,750     902,500     592,977                        
               1995     455,000     247,500     702,500     675,671                   
               1996     749,500     364,300   1,113,800     679,437                   
                                                                                     
               The total compensation of $1,113,800 paid Mr. and Mrs. Myers           
          for the fiscal year in issue ended July 31, 1996, was divided               
          between salaries and bonuses as follows:                                    



               5The allocation  of officers’ compensation between salary              
          and bonus for each year is set forth infra in the appendix.                 





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