Jerry and Patricia A. Dixon, et al - Page 17




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          would be entitled to the better of his settlement or the Tax                
          Court's decision in the test cases.                                         
          F.   The Alexander Understanding                                            
               On June 3, 1986, Mr. Alexander wrote to Mr. Matsumoto,                 
          suggesting that they might "blow the whistle" on Mr. Kersting.              
          Mr. Alexander's letter displays animosity and resentment against            
          Mr. Kersting arising out of their unresolved dispute, which had             
          not yet been submitted to arbitration.  Shortly after writing to            
          Mr. Matsumoto, Mr. Alexander listened in on a telephone                     
          conference call between Mr. McWade and Mr. Matsumoto as confirmed           
          in a subsequent letter that Mr. Alexander wrote to Mr. Kozak.               
          Mr. Alexander's letter to Mr. Kozak, dated July 16, 1986, states:           
               Dear Chuck:                                                            
               I just had a long phone conversation with Gilbert                      
               Matsumoto relative to blowing the whistle on you know                  
               who.  During this long phone call Gilbert "patched" me                 
               in to his phone while he called McWade, the attorney                   
               at the IRS.  I must say Gilbert's phone mechanism works                
               very well, I heard every word McWade said and he did                   
               not know I was on the line.  Gilbert instructed me not                 
               to say anything.                                                       
               After the conversation with McWade Gilbert agreed to                   
               call you and fill you in on the latest information.                    
               McWade will be now talking to Myron Chang, the IRS                     
               attorney on the Criminal Investigation side of the IRS.                
               McWade also said to go ahead with the Affidavits and                   
               then we can discuss with himself and with Myron Chang                  
               what the next step will be.  In the conversation with                  
               McWade, Gilbert also discussed the amount of "finder's                 
               fee" and method of payment to the person(s) supplying                  
               the information.  It was very clear to me that the fees                
               are negotiable and that they could be on the amount                    
               assessed or the amount collected.  This is also                        
               negotiable and from their eagerness to get you know who                
               I believe the fees could be sizeable.                                  



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