Impact Research Corporation, Joan C. Benz, Tax Matters Person - Page 9




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          check to Systems as a transfer of funds, and two checks                     
          totaling $91,960 to Heritage Financial for sales commissions                
          and legal fees associated with the private placement of RIC                 
          stock.  RIC transferred an additional $100,000 to Systems by                
          debit memorandum and Systems transferred $20,000 to RIC.  RIC               
          also transferred to Systems $331,092 by means of seven debit                
          memoranda.  RIC closed its checking account with Maryland                   
          National Bank and transferred the remaining balance of the                  
          account, $5,086.80, to Systems by debit memorandum on or about              
          December 10, 1984.  RIC transferred a net of $426,178.80 to                 
          Systems from its Maryland National Bank checking account                    
          ($100,000 + 10,000 - 20,000 + 331,092 + 5,086.80).                          
               On or about July 10, 1984, RIC opened a checking account               
          with McLachlen National Bank.  RIC did not write any checks on              
          the account.  RIC closed the account and transferred the                    
          remaining balance, $205,137.20, to Systems on August 24, 1984.              
          RIC transferred $631,316 to Systems from its two checking                   
          accounts ($426,178.80 (Maryland National Account) + $205,137.20             
          (McLachlen National Account)).                                              
               Neither IRC nor RIC performed educational videodisc research           
          or development activities through its own employees.  For that              
          matter, neither S corporation had any employees.  IRC and RIC did           
          not prepare any written marketing or business plans.  Neither IRC           
          nor RIC held corporate board meetings, owned physical assets,               






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