Victor Grigoraci and Judith A. Grigoraci, et al. - Page 5




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               known as Donald E. Trainer Accounting Corporation),                    
               Charles William Wright, CPA, A/C (also known as Charles                
               William Wright, CPA, Accounting Corporation), and                      
               Victor Grigoraci, CPA, A/C (also known as Victor                       
               Grigoraci, CPA, Accounting Corporation).                               
               In 1996, Wright S Corp. was an S corporation under section             
          1361.  Its sole shareholder was Charles Wright, an individual.              
          Mr. Wright is a certified public accountant and has been                    
          affiliated with TWA or its predecessors, since 1972.6                       
               In 1996, Donald E. Trainer, CPA, A/C was also an S                     
          corporation (Trainer S Corporation).  Trainer S Corporation’s               
          sole shareholder was Donald Trainer, an individual.  Mr. Trainer            
          is a certified public accountant and has been affiliated with TWA           
          or its predecessors since 1972.7                                            
               In the later part of 1994, TWA operated offices in                     
          Huntington and Charleston, West Virginia.  It planned to add                
          another partner to its Charleston office and was in negotiations            
          with Mr. Grigoraci.  For the prior year Mr. Grigoraci had                   
          operated his accounting practice as a sole proprietorship.  In or           
          about November 1995, TWA reached an agreement with Mr. Grigoraci,           
          under which a partner was added to the Charleston office and a              
          new partnership, GTWP, was formed.  From negotiations with                  
          Messrs. Trainer and Wright, Mr. Grigoraci and his attorney had              

               6  We make no finding as to whether Mr. Wright or Wright S             
          Corp. was a partner in TWA during 1996.                                     
               7  We make no finding as to whether Mr. Trainer or Trainer S           
          Corporation was a partner in TWA during 1996.                               





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