Estate of Albert Strangi, Deceased, Rosalie Gulig, Independent Executrix - Page 5

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          attorney.  Mr. Gulig also developed a close personal relationship           
          with decedent after the death of Mrs. Strangi.  Every morning,              
          Mr. Gulig would visit decedent to have coffee and read the                  
          newspaper.                                                                  
          SFLP and Stranco                                                            
               On August 11, 1994, Mr. Gulig attended a seminar provided by           
          Fortress Financial Group, Inc. (Fortress), on the use of family             
          limited partnerships as a tool for (1) asset preservation,                  
          (2) estate planning, (3) income tax planning, and (4) charitable            
          giving.  The following day, on August 12, 1994, Mr. Gulig, as               
          decedent’s attorney in fact, formed SFLP, a Texas limited                   
          partnership, and its corporate general partner, Stranco, a Texas            
          corporation, and filed with the State of Texas the respective               
          certificate of limited partnership and articles of incorporation.           
          In August 1994 Mr. Gulig believed decedent had about 12 to 18               
          months to live.  Mrs. Gulig expected decedent to survive about              
          2 years.                                                                    
               An Agreement of Limited Partnership of Strangi Family                  
          Limited Partnership (SFLP agreement) was prepared by Mr. Gulig              
          using documents licensed from Fortress and sets forth the                   
          governing provisions for the entity.  Stranco is designated                 
          therein as the managing general partner, the authority of which             
          is broadly described as follows:                                            
               Except as otherwise provided in this Agreement, the                    
               Managing General Partner of the Partnership, shall have                





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