Robert E. Iles and Monica M. Iles - Page 9

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          Inc., hereinafter sometimes referred to as SSI, which was                   
          incorporated on or about August 28, 1980.  SSI was a subchapter S           
          corporation.  During 1981 and 1982, Robert was chairman of SSI’s            
          board of directors, Monica was secretary and treasurer, and                 
          Adrian Doyle (hereinafter sometimes referred to as Doyle) was               
          president.  Doyle was in charge of SSI’s marketing operations.              
          During 1981 and 1982, Robert owned 52 percent of SSI’s common               
          stock, and Monica and Doyle each owned 24 percent.                          
               Robert had SSI incorporated under Ohio law to market “a                
          nationwide tax planning system.”  SSI’s principal business was              
          tax shelter investigation and management.  During the years in              
          issue, SSI marketed various tax shelters throughout the United              
          States through a network of “Chartered Representatives”.  At the            
          height of its business operations, SSI had 115 Chartered                    
          Representatives in 33 States and had about 7,000 clients, about             
          half of whom invested in tax shelters.  After SSI was founded,              
          SSC became a Chartered Representative for SSI, to market SSI’s              
          products in the Cincinnati area.                                            
               Robert oversaw SSI from both financial and business                    
          standpoints.  He worked extensively with SSI’s Chartered                    
          Representatives.  Robert also conducted or participated in client           
          seminars outside of Ohio where he discussed SSI’s organization,             
          functions, and products.                                                    







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