Jean I. Tedford - Page 4

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               In 1977, Mr. Tedford organized Border Pre-Cast Concrete,               
          Inc. (Border), a Texas corporation.  Border was in the business             
          of construction.  Since Border’s incorporation, Mr. Tedford and             
          petitioner leased to Border all the real estate that Border used            
          for its business operations, including the corporate offices,               
          plant facilities, and storage yard.  At various times, Mr.                  
          Tedford and petitioner also leased equipment to Border.  Before             
          1994, Mr. Tedford and petitioner made capital investments in                
          Border totaling $180,000.                                                   
               Mr. Tedford was the president and sole shareholder of                  
          Border.  He was the key employee of Border and was responsible              
          for managing the business.  He was generally in the office by 6             
          a.m.  He would work through the lunch hour and did not leave for            
          home until after 6 p.m.  He worked at least half days on the                
          weekends and also took work home with him.  Mr. Tedford enjoyed             
          his work and took great pride in managing Border.  He received              
          several awards and other forms of recognition for construction              
          jobs performed by Border.  Despite being in his mid-seventies and           
          having had previous heart attacks and a coronary bypass, Mr.                
          Tedford had no desire to retire.                                            
               Petitioner was the vice president of Border.  Petitioner’s             
          job duties consisted of answering the telephone, signing checks,            
          and driving Mr. Tedford around when his health started to fail.             







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