David M. and Audrey J. Fugitt - Page 5

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               Southeast was generally paid a 30-percent sales commission             
          by Revels on each sale made at an RV show.  The sales commission            
          was paid on the gross profit from each sale.5                               
               Salesmen were generally paid a sales commission of 20-                 
          percent of the gross profit on each of their sales, or two-thirds           
          of the commission paid by Revels to Southeast.  However, if a               
          sale resulted in a loss; i.e., the cost of the recreational                 
          vehicle was greater than the sales price, the salesman was paid a           
          “flat fee” sales commission.  Prior to each RV show, Revels                 
          provided Southeast with the cost of each recreational vehicle.              
          Southeast, in turn, provided each salesman with the cost of each            
          recreational vehicle.  Based on the information provided by                 
          Revels and the sales contract, Mr. Osburn determined the amount             
          of sales commission earned by a salesman on each recreational               
          vehicle sold.  Sales commissions were paid by Southeast to the              
          salesmen in cash after Southeast delivered the sales contracts to           
          Revels and received its 30 percent commission.                              
               In addition to the sales commissions, Southeast paid each              
          salesman a $25 per diem payment for each day a salesman was at an           
          RV show.  The salesman was provided the per diem payment up front           
          in cash, on either a daily basis or for the entire duration of an           
          RV show.  The salesman was not required to account for his                  


               5  The gross profit was generally the selling price of the             
          recreational vehicle less its cost.                                         





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