Michael Ferguson and Valene Ferguson - Page 3

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                                  FINDINGS OF FACT                                    
               Some of the facts have been stipulated and are so found.               
          The stipulation of fact and the supplemental stipulation of fact            
          filed by the parties, both with attached exhibits, are                      
          incorporated herein by this reference.  Petitioners Michael and             
          Valene Ferguson and Roger and Sybil Ferguson resided in Rexburg,            
          Idaho, at the time their petitions herein were filed.                       
               On January 17, 1972, Four Star, Inc. (Four Star), was                  
          incorporated under the laws of the State of Idaho.  All of the              
          stock of Four Star was owned by Roger and Sybil Ferguson and two            
          other shareholders.  On March 10, 1972, Roger and Sybil Ferguson            
          purchased all of the stock of Four Star owned by the two other              
          shareholders.  In March 1975, the corporate name of Four Star was           
          changed to Diet Center, Inc. (Diet Center).  From 1975 to                   
          March 31, 1985, Roger Ferguson, Sybil Ferguson, and their son,              
          Michael Ferguson, were president, secretary/treasurer, and                  
          executive vice-president of Diet Center, respectively, and those            
          individuals constituted the board of directors of Diet Center.              
               American Health Companies, Inc. (AHC), was incorporated                
          under the laws of the State of Delaware on March 8, 1983.  On or            
          about April 1, 1985, AHC acquired, through a series of corporate            
          transactions, Diet Center, which, theretofore, had been wholly              

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