Woody F. Lemons - Page 10

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             loan was due in 18 months.  According to the loan closing                
             statement, a reserve was established from the loan proceeds              
             for construction costs in the amount of $2,879,500.  The                 
             remaining proceeds of the loan, $1,820,500, were used to                 
             purchase the property and to pay other costs.  Petitioner                
             and Mr. Dixon both agreed to be personally liable for                    
             repayment of the loan.                                                   
                  After the Moonlight Beach Property was acquired, Value              
             Plus, acting as the general contractor, commenced renova-                
             tion of the existing improvements and construction of                    
             the six villas.  The renovation and construction of the                  
             improvements took approximately 1 year and was substan-                  
             tially completed by the summer of 1985.                                  
                  As mentioned above, Mr. Dixon initially contemplated                
             the formation of a Texas limited partnership which would                 
             purchase the six villas and related land from the joint                  
             venture and would sell 36 limited partnership interests                  
             to the public.  Each limited partnership interest would                  
             entitle the holder to the use of a villa for 60 days per                 
             year.  That plan was described in a promotional booklet                  
             that was prepared sometime before completion of the                      
             construction phase of the project as follows:                            

                  Participating ownership in Moonlight Beach                          
                  Club will be offered in the form of a limited                       
                  partnership interest in a Texas limited part-                       
                  nership composed of 36 limited partners and                         




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