Randall B. and Kay F. Ollett - Page 4

                                        - 3 -                                         
          University in Beaumont, Texas, now part of the University of                
          Texas.                                                                      
               In October 1996, petitioners began to operate an Amway                 
          distributorship under the name of Ollett Enterprises.  Amway is a           
          supplier of household and personal use products sold by direct              
          marketing.  Petitioners were recruited into Amway by their so-              
          called upline sponsors, David and Carole Marzke.1  In the Amway             
          pyramidal sales structure, petitioners and the Marzkes are                  
          ultimately members of the large network established by Bill                 
          Florence (the Florence organization).                                       
               Neither of the petitioners had any sales experience prior to           
          joining Amway.  Petitioners did not write a business plan or                
          establish a budget and did not consult with any business advisers           
          other than their Amway uplines concerning techniques for making             
          their distributorship profitable.                                           
               Around late 1999 or early 2000, Amway changed its name to              
          Alticor Inc., and petitioners became an “independent business               
          owner” (IBO) of Quixtar, a wholly owned subsidiary of Alticor.              
          Amway’s restructuring had no significant impact on the Federal              



               1  “Upline” and “downline” refer to a distributor’s position           
          within the Amway network.  Distributors are generally recruited             
          into Amway by a sponsoring distributor.  The sponsoring                     
          distributor is considered the “upline” distributor and his                  
          recruits are “downline”.  As downline distributors recruit                  
          additional distributors, those recruits also become members of              
          the original sponsor’s downline network.                                    





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