Nathan P. and Geraldine V. Morton - Page 10

                                       - 10 -                                         
             petitioner's objection to the admission of the CompUSA                   
             prospectus (item 5) into evidence.                                       

                                  FINDINGS OF FACT                                    
                  Some of the facts have been stipulated and are so                   
             found.  The stipulation of facts, first supplemental                     
             stipulation of facts, stipulation of settled issues, and                 
             exhibits attached to each are incorporated herein by this                
             reference.  At the time they filed their petition in this                
             case, petitioners resided in Dallas, Texas.  References to               
             petitioner in this opinion are to Mr. Nathan P. Morton.                  
                  Petitioner is a business executive who specializes in               
             retail marketing.  Prior to May 1989, he was senior vice                 
             president of operations for Home Depot, Inc., a retailer                 
             specializing in hardware and housewares.  When petitioner                
             joined Home Depot in 1984, it operated 21 stores.  When he               
             resigned in 1989, Home Depot had grown to approximately 100              
                  SWI was formed in 1984 by Messrs. Errol Jacobson and                
             Michael Henochowicz.  SWI sold computer hardware and                     
             software through warehouse "superstore" outlets, by mail,                
             and through direct telemarketing.  By January of 1989, SWI               
             was operating two stores, one in Dallas, Texas, and one in               
             Norcross, Georgia, and was planning to open more.  Messrs.               
             Jacobson and Henochowicz believed that SWI could become a                

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