V.R. DeAngelis M.D.P.C. & R.T. Domingo M.D.P.C., V. R. DeAngelis M.D.P.C., Tax Matters Partner, et al. - Page 31




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          had been requested by Drs. DeAngelis and Domingo to help them               
          determine whether they wanted to make any additional                        
          contributions on their policies.  The illustrations assumed that            
          premiums were paid for only 3 years, 4 years, or 5 years.  Mr.              
          Katz informed Mr. Freeman that the projected severance benefits             
          for Drs. DeAngelis and Domingo were approximately the cash values           
          in their policies.  Mr. Katz informed Mr. Freeman that he was               
          formulating illustrations for the policies that would show a cash           
          withdrawal of severance benefits and the premium required to                
          continue the policies thereafter.  On September 20, 1995, Mr.               
          Rapp provided Drs. DeAngelis and Domingo with answers from                  
          MetLife and STEP to questions asked by those doctors.                       
               On or about October 30, 1995, Mr. Katz provided Dr.                    
          DeAngelis with revised illustrations for his insurance policies             
          showing only 2 years of out-of-pocket premium payments.  Mr. Katz           
          also provided Mr. Freeman with various other illustrations for              
          the insurance policies written on the lives of Drs. DeAngelis and           
          Domingo.                                                                    
          VIII.  Payments of Premiums                                                 
               A.  Dr. DeAngelis Policy                                               
               The December 28, 1993 and 1994, premiums of $81,596.64 on              
          the policy written on the single life of Dr. DeAngelis (Dr.                 










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