S. Robert Davis - Page 8




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          felt it cost him nothing to give away his shares (which he did)             
          to potential investors or people who could refer potential                  
          investors.                                                                  
               In 1985, Mr. Davis resigned from all positions he held in              
          public entities and prominent charitable organizations in which             
          he had been involved to direct his attention to defending himself           
          in various governmental proceedings that were underway.  Mr.                
          Davis was under investigation by the Immigration and                        
          Naturalization Service, the Environmental Protection Agency, and            
          the Securities and Exchange Commission (SEC).  He also was under            
          investigation for criminal mail fraud.  The Internal Revenue                
          Service (IRS) was conducting a "TCMP" audit, and State and city             
          officials also were conducting income tax audits.                           
               These various proceedings garnered Mr. Davis a lot of                  
          unfavorable local publicity on radio and television and in                  
          newspapers and magazines.  During this time, Mr. Davis' ability             
          to generate income from the public entities he was associated               
          with was limited.                                                           
          Mr. Davis' Employees                                                        
               1.   Jean Davis                                                        
               In 1964, Jean Davis began working for Mr. Davis as a                   
          secretary.1  In the early 1970's, her duties expanded to include            


               1  Jean Davis and Mr. Davis are not related.                           




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