Delaware Corp., et al. - Page 7

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          Cove property) at Chick Cove Manor in Middlesex County, Virginia,           
          which it intended to sell after it caused a house to be built               
          thereon.                                                                    
               During 1993, 1994, and 1995, Mr. Barber stayed at various              
          times at the Virginia Beach property, at the Chick Cove property,           
          and at a house located in Topping, Virginia.                                
          Certain Transactions Involving Delaware                                     
          Corporation, Ms. Havens, and Mr. Barber                                     
               At least during the period June 2, 1992, to August 1, 1993,            
          Delaware Corporation did not have the assets or capitalization              
          that Mr. Barber believed was necessary to secure the financing              
          and the bonding that it required in order to bid successfully on            
          major construction projects.  During that period, Ms. Havens and            
          Mr. Barber discussed between themselves and with Robert L. Braun            
          (Mr. Braun)4 the use by Delaware Corporation of certain of Ms.              
          Havens’s assets and certain of Mr. Barber’s assets for the                  
          purpose of enhancing Delaware Corporation’s ability to secure               
          such financing and such bonding (Ms. Havens’s and Mr. Barber’s              
          plan).                                                                      
               Mr. Braun recommended that Delaware Corporation, Ms. Havens,           
          and Mr. Barber use a so-called contract of purchase, and not a              
          deed of trust, in order to effect Ms. Havens’s and Mr. Barber’s             


               4Mr. Braun is a certified public accountant who since 1978             
          provided various professional services to Delaware Corporation              
          and Mr. Barber.                                                             





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