George Georgiou and Judith Georgiou A.K.A. Judy Georgiou, et al. - Page 9

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                  Crisafi prepared Kolonaki's September 30, 1990, tax return.                              
            The Kolonaki return claimed consolidated return treatment for JAI                              
            and was filed and received by the IRS on June 19, 1991.  The                                   
            Kolonaki return was signed by the chief financial officer for                                  
            Kolonaki and stated:                                                                           
                  Kolonaki Imports, Inc. is the beneficial owner of Judy                                   
                  Alexander [JAI] pursuant to a holding agreement with                                     
                  George Georgiou, the holder of record and 100%                                           
                  shareholder of Kolonaki.  The original 23,400 shares of                                  
                  Judy Alexander [JAI] were originally issued in January                                   
                  and March of 1989 pursuant to this agreement.                                            
            The Holding Agreement to which the tax return referred did not                                 
            exist at the time the return was filed.                                                        
                  On August 6, 1991, a Holding Agreement was drafted to                                    
            substantiate Kolonaki's beneficial ownership of JAI.  The Holding                              
            Agreement stated in part:                                                                      
                  WHEREAS, the parties intend, by this Agreement, to                                       
                  cause GEORGE GEORGIOU to own of record all of the                                        
                  issued and outstanding shares of Judy Alexander [JAI],                                   
                  and to hold said shares beneficially for and on behalf                                   
                  of KOLONAKI, and KOLONAKI intends to indemnify and hold                                  
                  GEORGE GEORGIOU harmless from any and all liabilities                                    
                  which he may incur or to which he may be subjected as                                    
                  the owner of said shares of stock.                                                       
            The Holding Agreement began "This Agreement made this 15th day of                              
            October, 1988" and ended "IN WITNESS WHEREOF, the parties have                                 
            caused these present to be executed the date and year first above                              
            written."  Georgiou signed the document twice, once in his                                     
            capacity as president of Kolonaki and once in his individual                                   

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