Robert A. Stanford and Susan Stanford - Page 6

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          Financial, substantially all of the shares of stock in Guardian             
          Bank and in Guardian Services were transferred to Stanford                  
          Financial, and, as explained, Guardian Bank and Guardian Services           
          became related to each other as brother/sister corporations with            
          Stanford Financial as the parent corporation.                               
               In its articles of association or charter, Stanford                    
          Financial's stated purpose was to act as a holding company and to           
          provide administrative and management services, as follows:                 

               (1) (a) To carry on the business of a Holding Company                  
               and to undertake and transact all kinds of agency                      
                                    * * * * * * *                                     
               (3) To take part in the formation, management,                         
               supervision or control of the business or operations of                
               any company or undertaking, and for that purpose to                    
               appoint and remunerate any directors, accountants, or                  
               other experts or agents.                                               
                                   * * * * * * *                                      
               (5) To act as managers or to direct the management of                  
               any * * * businesses or of any corporations or firms or                
               on behalf of any person carrying on any * * *                          
               businesses and to act as directors of any company or as                
               members of the boards of management of any corporations                
               carrying on any such businesses.                                       

          Stanford Financial's articles of association or charter also                
          authorized Stanford Financial to engage in the business of                  
          banking.  There is no reference in Stanford Financial's charter             
          to Guardian Bank or to Guardian Services.                                   
               During 1989 and 1990, pursuant to a service agreement that             

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