Starvest U.S., Inc. - Page 15

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          Importantly, during this process, Starvest's officers and                   
          directors never indicated that Mr. de Bruijn's actions were                 
          inconsistent with their wishes or that his authority was limited            
          in handling these matters.  Moreover, one of Starvest's                     
          directors, Willem van Weert, testified at the hearing that                  
          Jacques de Bruijn had been given broad discretion to handle                 
          Starvest's tax matters for the years at issue.                              
               In considering whether de Bruijn was authorized to cause               
          petitions to be filed on behalf of Starvest, respondent has urged           
          the Court to take into account the fact that Jacques de Bruijn              
          was not an officer or director of the corporation at the time the           
          petitions were filed.  Respondent further points out that there             
          was no power of attorney or other express grant of authority                
          authorizing Jacques de Bruijn to sign documents or institute suit           
          on behalf of Starvest.  While no IRS power of attorney or other             
          authorizing document was in effect with respect to Mr. de Bruijn,           
          such forms are not required for a petition to be filed on behalf            
          of a corporation in this Court.  It suffices that a petition is             
          authorized by an appropriate representative or agent of the                 
               Although Starvest may not have been structured or operated             
          in the mold of a typical business, it was nevertheless a legal              
          entity that acted through and was bound by its representatives.             
          The record clearly establishes that Jacques de Bruijn was                   

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