Oakcross Vineyards, LTD., Dennis D. Groth, Tax Matters Partner - Page 12

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          the price per ton to the Napa Valley average."  The letter states           
          that:                                                                       
               We are always willing to work closely with you should                  
               disparities arise in price.  For this reason we will be                
               taking a look at the price per ton of Chardonnay. It                   
               would be more of an incentive for us to do this if we                  
               know that Groth would buy at least 60 tons of                          
               Chardonnay for an additional three years beginning in                  
               1986.                                                                  
               Dealings between Vineyards and Winery                                  
                    Grape Sales                                                       
               During 1982, Vineyards began selling grapes to Winery and              
          continued selling grapes to Winery each year thereafter through             
          1990.  In general, the amount of grapes that Winery purchased               
          increased each year, and, during 1990, Winery purchased                     
          approximately 96 percent of Vineyards' grapes.  Prior to 1991,              
          Winery was not able to use all of the grapes produced by                    
          Vineyards.  After 1990, Vineyards did not sell grapes to                    
          unrelated buyers.  The percentage of Vineyards' total grape sales           
          represented by its sales to Winery during each year from 1981               
          through 1991 was as follows:                                                
                    Year                Percentage Sold to Winery                     
                    1981                          0                                   
                    1982                          29.2                                
                    1983                          70.8                                
                    1984                          61.7                                
                    1985                          68.7                                
                    1986                          62.1                                
                    1987                          72.9                                
                    1988                          83.8                                
                    1989                          85.7                                
                    1990                          95.6                                
                    1991                     100                                      




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