CMA Consolidated, Inc. & Subsidiaries, Inc. - Page 82

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          Crispin in a “tax deal”.  Upon his return from Atlanta, Lester              
          was paid about $7,500 for his services in traveling to and                  
          participating in the closing.                                               
               Although Koehler did not attend the Atlanta closing, Koehler           
          was elected sole director, president, secretary, and treasurer of           
          LLDEC in documents dated January 30, 1997.  On January 30, 1997,            
          Lester was elected senior vice president of LLDEC.  Also by means           
          of a January 30, 1997, document, Koehler (as LLDEC’s sole                   
          director) authorized LLDEC’s sale of the Decatur realty to                  
          Wachovia for $7,577,657, which was accomplished by means of a               
          January 30, 1997, agreement between LLDEC and Wachovia.  The sale           
          of the Decatur realty to Wachovia was negotiated by employees of            
          NSI.  In a January 30, 1997, document entitled “Guaranty of                 
          Lease”, NSI guaranteed fulfillment of the obligations in the                
          prior net lease agreement (to which the Decatur realty was                  
          subject) between NSI and Corisma.  Finally, on January 30, 1997,            
          NSI sold all of LLDEC’s stock to CKH for $7,053,000 derived from            
          LLDEC’s sale of the Decatur realty.  LLDEC paid petitioner                  
          $524,657 (which represented the difference between the $7,577,657           
          selling price for the Decatur realty and the $7,053,000 selling             
          price for the LLDEC stock), purportedly as an investment banking            
          fee for petitioner’s arranging the sale of the Decatur realty.              









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