Donald R. Martin - Page 3

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                    B.        Activewear                                                                                                                                   
                              Petitioner met J. Douglas Waddell (Waddell) in 1976 when                                                                                     
                    they worked together at a sewing plant in Athens, Georgia.                                                                                             
                    Around 1984, petitioner asked Waddell to join him in starting a                                                                                        
                    sewing business.  Waddell agreed.                                                                                                                      
                              Petitioner and Waddell formed a sewing business called                                                                                       
                    Activewear in 1985.  Petitioner and Waddell each owned 50 percent                                                                                      
                    of Activewear.  Activewear manufactured pants, skirts, and                                                                                             
                    shorts.  Petitioner was Activewear's secretary/treasurer and was                                                                                       
                    primarily responsible for its financial and business activities.                                                                                       
                    Petitioner wrote most of the checks from the Activewear account                                                                                        
                    from 1985 to 1991.  He also handled most of the correspondence                                                                                         
                    for Activewear.  Waddell was Activewear's president and was                                                                                            
                    primarily responsible for personnel and production.  Petitioner                                                                                        
                    and Waddell received equal salaries and bonuses.  Waddell could                                                                                        
                    use the checkbook and inspect the accounting records at anytime.                                                                                       
                    He occasionally wrote Activewear checks when petitioner was not                                                                                        
                    available.                                                                                                                                             
                              For the first 5 or 6 years Activewear was in business,                                                                                       
                    petitioner and Waddell each had salaries of more than $100,000                                                                                         
                    per year.  In 1990 and 1991, Activewear was financially                                                                                                
                    successful.                                                                                                                                            








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