Charles L. Fields and Barbara S. Fields - Page 9

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          Cameroon Atlantis International (CAI).7  Finley Kumble helped Mr.           
          Quin in the organization by relaying to him information from                
          petitioner and Dr. Young.  Petitioner was very active in the                
          organizational process.                                                     
               CAI's address was Vaucrosson's address in Bermuda, and CAI             
          was organized under the Companies (Incorporation by Registration)           
          Act of 1970 (the Act) as an exempt company that could not hold              
          land.  CAI's initial capital was 12,000 shares of stock with a $1           
          par value,8 and all of its shares were issued to nominees for               
          petitioner and Dr. Young.  Permission had been given on April 25,           
          1980, by Bermuda's Minister of Finance, to incorporate CAI as an            
          exempt company, and CAI's memorandum of association was deposited           
          in the Bermudan Office of the Registrar of Companies in                     
          accordance with the provisions of the Act, on April 28, 1980.               
          Upon its organization, petitioner and Dr. Young transferred to              
          CAI their contractual right to receive commissions from Ashland             
          on any barrels of oil purchased as a result of their efforts.               
               The sales of oil between ABL and Cameroon in 1980 and 1981             
          were accomplished through the use of back-to-back contracts                 
          involving CAI as an intermediary.  Under these contracts, CAI               
          contracted with SNH to buy oil at a fixed price, and CAI                    


               7 CAI changed its name to Atlantis International Ltd.                  
          (Atlantis) on Feb. 14, 1981.                                                
               8 Atlantis increased its share capital to $71,980 on                   
          Apr. 29, 1981.                                                              




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