Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 418

                                                 -60-                                                   
            that the corporation would engage in consultant and advisory                                
            work, including investment, management, and advisory services.                              
            On the date TACI was incorporated, Weisgal, as trustee of the                               
            Pyramid Trust, subscribed to the total number of shares                                     
            authorized to be issued by the corporation.  Sharon Meyers was                              
            the Pyramid Trust’s sole beneficiary.  Sharon Meyers was the sole                           
            director of TACI and was its initial president and treasurer from                           
            1981 through 1985.                                                                          
                  TACI was organized to assist its clients in their financial                           
            and investment activities.  TACI’s clients included individuals,                            
            corporations, partnerships, trusts, various clients of Kanter,                              
            and members of his law firm.  However, not all of the clients of                            
            TACI were clients of Kanter’s law firm.  At various times, TACI                             
            had hundreds of clients, including Kanter, IRA, and                                         
            THC.  From 1981 through 1988, TACI had between 200 to 500                                   
            clients.                                                                                    
                  TACI had several employees at any given time, mostly                                  
            clerical assistants, bookkeepers, and accountants.  TACI received                           
            moneys for and on behalf of clients and paid out moneys                                     
            either to clients or to third parties on behalf of clients.  TACI                           
            maintained books and records for each of these clients and, in                              
            many instances, prepared clients’ tax returns.  TACI charged a                              
            fee for its services.                                                                       





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