InterTAN, Inc. - Page 5

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          responsible for Price Waterhouse’s review and recommendation.               
          Bruce Thorpe (Mr. Thorpe) was the senior manager assigned to                
          Price Waterhouse’s review and recommendation.  Dale Bond (Mr.               
          Bond) was a senior associate assigned to Price Waterhouse’s                 
          review and recommendation and worked under the supervision of Mr.           
          Thorpe.  Douglas Saunders (Mr. Saunders), who worked in Price               
          Waterhouse’s office in Mississauga, Ontario (Mississauga                    
          office),5 assisted Mr. Bond in Price Waterhouse’s review and                
          recommendation.  Mr. Saunders continued to provide assistance in            
          Price Waterhouse’s review and recommendation after he joined                
          petitioner in March 1993 as vice president and controller.6                 
               As part of Price Waterhouse’s review and recommendation,               
          Price Waterhouse conducted a study of ITC’s earnings and profits            
          (ITC’s E&P study).  ITC’s E&P study was necessary in order to               

               5In 1970, Mr. Saunders began working for Price Waterhouse as           
          a staff assistant in its Toronto office.  He became a staff                 
          accountant in 1971, a senior staff accountant in 1973, a supervi-           
          sor in 1975, a manager in 1977, and a partner in 1980.  After               
          becoming a manager in 1977, Mr. Saunders transferred to Price               
          Waterhouse’s Mississauga office.  During his tenure at Price                
          Waterhouse, Mr. Saunders was involved in dividend planning for              
          multinational clients.  In that role, Mr. Saunders reviewed                 
          proposed transactions of such clients in order to identify any              
          potential Canadian tax issues, such as the Canadian nonresident             
          withholding tax on dividends.  Mr. Saunders did not provide any             
          advice about the United States tax consequences of any such                 
          proposed transactions.                                                      
               6Mr. Saunders remained as vice president and controller of             
          petitioner until his retirement.  The record does not disclose              
          the precise date on which Mr. Saunders retired from petitioner.             
          As of the time of the trial in this case, Mr. Saunders was                  
          working for petitioner under a three-year consulting arrangement.           

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