Dori R. Merriam, Transferee - Page 6

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          only director of Napa.  James Merriam ran Napa and made all of              
          the decisions for Napa. Napa, a holding company, owned 12                   
          million shares of Hammer Technologies Inc.                                  
               Ted Merriam prepared Napa’s corporate minutes, resolutions             
          and other legal documents and kept track of distributions from              
          Napa bank accounts.  Napa conducted business through consents to            
          action.3  Ted Merriam prepared hundreds of Napa documents for               
          petitioner to sign and mailed them in envelopes addressed either            
          to her or to James Merriam.  Those documents were returned to him           
          purportedly bearing petitioner’s signature.                                 
               Petitioner personally signed the following Napa documents:             
          (a) A promissory note dated March 31, 1986, in which she promised           
          to pay Napa $421,843.22 on demand but no later than March 31,               
          1992; (b) a consent to action in which she, as sole director of             
          Napa, approved loans from Napa to her from April through June               
          1986 totaling $702,503.904 in exchange for her promissory note to           
          Napa in that amount; and (c) at least 54 Napa checks, including             
          12 payable to her.  On two of the checks dated in February 1985             
          and made payable to her, petitioner wrote “Napa Investment                  
          Corporation” above her signature.                                           

               3  A consent to action is a document signed by the directors           
          of a corporation in lieu of a board meeting.                                
               4  The parties erroneously stipulated that this amount was             
          $703,503.90 in the underlying case.  The discrepancy does not               
          affect our decision to deny petitioner’s motion to vacate                   

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