Brazoria County Stewart Food Markets, Inc. - Page 7




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          the costs of completion, but UPE did not have sufficient capital            
          to finance the initial costs of labor and equipment.                        
               Under Stewart’s direction, petitioner requested and received           
          three separate loans from Grocers and, in turn, petitioner                  
          advanced the proceeds to UPE.  Grocers made each of its loans to            
          petitioner with the knowledge that UPE would receive the                    
          proceeds.  The loans were structured this way because of Grocers’           
          concerns about collateral and UPE’s ongoing ability to service              
          the indebtedness.  Petitioner did not attempt to obtain any of              
          its loans from a source other than Grocers.  In addition to the             
          advances from petitioner, UPE obtained its own separate loan from           
          Grocers.  UPE did not attempt to obtain its loan from any source            
          other than Grocers.                                                         
               On March 7, 1990, the first loan, in the amount of $250,000,           
          was extended from Grocers to petitioner and was secured by                  
          petitioner’s inventory, cash, checks, and receivables.  The loan            
          was designated for UPE’s use as working capital.  The proceeds,             
          in turn, were advanced to UPE without promissory notes from UPE             
          to petitioner.  On August 30, 1990, UPE paid off the balance of             
          the $250,000 loan from Grocers.                                             
               Stewart was optimistic about UPE’s future, and he believed             
          that the Formosa job would be a quick fix to UPE’s cashflow                 
          problems.  UPE’s recurring losses and related problems caused               
          Vernor and Busch to disagree with Stewart, and they were not                






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