James S Sparkman - Page 9

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              of a Pure Trust Organization to be named:  MERCURY                      
              SOLAR.                                                                  
             HEH minutes dated May 21, 1996, recite that Lee Allan Hansen            
         appointed Cynthia Kay McNeff and Sparkman as trustees and that               
         Mandy Wildman was removed as trustee.9  HEH minutes dated May 18,            
         1998, recite that Cynthia Kay McNeff was removed as a trustee of             
         HEH and Sparkman was “assigned complete control regarding the                
         current IRS issue.  James Scott Sparkman is to act as sole                   
         Trustee/Fiduciary in dealing with the Internal Revenue Service.”             
         HEH minutes dated May 30, 1999, indicate that Lee Allan Hansen               
         resigned as trustee, leaving Sparkman as sole trustee of HEH.                
         HEH minutes dated December 20, 2001, state that Sparkman appointed           
         Shon Gregory as an additional trustee of HEH.10                              
         Purported Creation of Mercury Solar PTO                                      
              As previously noted, in 1994 HEH purported to transfer the              
         Mercury Solar business to Mercury Solar PTO.  The formation                  
         documents for Mercury Solar PTO are in key respects identical to             
         those for HEH (except for different verbiage reflecting the                  
         characterization of HEH as an “unincorporated business                       
         organization” and of Mercury Solar PTO as a “pure trust                      
         organization”.)                                                              



               9 Cynthia McNeff is identified in the record only as “an               
          attorney”.                                                                  
               10 The record does not further identify Shon Gregory.                  





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