WFO Corporation, et al. - Page 15

                                       - 15 -                                         
               January 20, 2003                                                       
               Att:  Jim McCarthy                                                     
               Ref:  To our recent meeting on January 15th                            
               Jim:                                                                   
               It was a pleasure meeting with you and Jody Brant again                
               and I am looking forward to working together in regards                
               to the IRS matters of Giselle’s, WFO CORPORATION and                   
               mine.                                                                  
               As you know Giselle had asked me to work with Joe                      
               Mansour and to represent WFO in front of the appeals                   
               office in order to resolve the unresolved issues.  As                  
               you know, we were unable to resolve these issues and it                
               looks as if we will be going to court.                                 
               Even though Giselle and I have retained your services                  
               in representing us in this matter, you or Jody are not                 
               to make any decisions in our behalf without our written                
               approval.                                                              
               If you have any questions about the above, please                      
               contact me.                                                            
               Sincerely,                                                             

               Terry J. Wolfe                                                         
               Regarding Mrs. Wolfe’s signature on the response to                    
          respondent’s Motion for Entry of Decisions, Mr. Wolfe admitted to           
          signing on her behalf and without her knowledge, omitting the               
          “(by POA)” designation he had used on the previous submissions to           
          the Court.  He claimed that he thought he was entitled to do so             
          by virtue of a power of attorney he believed he held for Mrs.               
          Wolfe.                                                                      








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