Barry E. Moore and Deborah E. Moore - Page 18




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          ownership interest and by Dr. McLeod of his 8-percent ownership             
          interest in the LLC to Dr. Joffe.  The sales are reflected in               
          footnotes to the Schedules K-1, Partner’s Share of Income                   
          Credits, Deductions, etc., prepared for Drs. Joffe and McLeod and           
          for Laser Centers of America, Inc.                                          
               The returns filed by the LLC for 1996-99 include Schedules             
          K-1 for Drs. Joffe and McKernan and for Ms. Moore (collectively,            
          the LLC members), which reflect percentage profit and loss                  
          sharing and capital ownership interests for them of 88, 10, and 2           
          percent, respectively.  The LLC’s final return for its short year           
          ending July 31, 2000, reflects those same percentage interests              
          for the LLC members at the beginning of the year, and a zero-               
          percent interest for each at yearend.9                                      
               The LLC’s 1996 and 1997 returns reflect no distributions to            
          the LLC members.  The 1998-2000 LLC returns reflect distributions           
          to the LLC members in the following amounts and percentages of              
          total distributions:                                                        
                    1998                     1999              2000                   
          Member         Amount    % of Total    Amount    % of Total     Amount    % of Total
          Dr. Joffe     $40,538       67.86     $268,510      63.91      $978,466       68
          Dr. McKernan   12,000       20.08       96,979      23.08       287,785       20
          Ms. Moore       7,200       12.05       54,642      13.01       172,671       12
               Sale of the LLC Membership Interests                                   
               On or about November 30, 1999, the LLC, the LLC members, and           
          Surgicoe Corp. (Surgicoe) entered into a “Membership Interest               

               9  As discussed infra, the LLC members sold their interests            
          in the LLC effective July 28, 2000.                                         






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