Starvest U.S., Inc. - Page 14

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          were filed.  There is, however, ample evidence in the record to             
          conclude that Mr. de Bruijn was intimately involved in the daily            
          workings and affairs of the corporation, regardless of his lack             
          of official title.  Moreover, the record shows that Jacques de              
          Bruijn was authorized to act on behalf of and to protect the                
          interests of Starvest in its tax matters for the years at issue.            
               Jacques de Bruijn served as Starvest's president, secretary,           
          and treasurer, and as one of Starvest's directors from the                  
          company's inception in 1987 until 1996.  Officer and director               
          changes were formally made at Starvest in 1996, and Mr. de Bruijn           
          ceased to have any official title with the corporation.                     
          Starvest's new officers and directors were all foreign nationals            
          domiciled outside of the United States.  Mr. de Bruijn continued            
          to represent the company and look after its affairs on a daily              
          basis despite the management changes.                                       
               Starvest's president, Mario Boon, signed a Tax Information             
          Authorization vesting Jacques de Bruijn with authority to receive           
          and inspect confidential information relating to Starvest's tax             
          matters for its 1992 through 1996 tax years.  Mr. de Bruijn acted           
          as Starvest's representative during the IRS audit of the                    
          corporation.  Starvest's officers and directors did not have any            
          contact with the IRS or involvement in the handling of the audit.           
          When the notices of deficiency were issued, de Bruijn retained              
          legal counsel to protect the corporation's interests.                       

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