Thomas E. Johnston and Thomas E. Johnston, Successor in Interest to Shirley L. Johnston, Deceased, et al. - Page 4




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          established to develop a portion of the Forster Ranch2 in San               
          Clemente, California.  From June 30, 1978, through March 30,                
          1989, ownership of Estrella was distributed as follows:                     

                 Partner Name        Interest Percentage    Interest Type             
          Shannon Developers, Inc.       10 Percent           General                 
          Leo A. Fitzsimon               5 Percent            General                 
          Borg-Warner Equity Corp.       79 Percent           Limited                 
          Sea-Aire Properties, Inc.      6 Percent            Limited                 
               Shannon Developers, Inc. (Shannon),3 a corporation wholly              
          owned by Darrel S. Spence, was also designated as the managing              
          general partner.  Leo A. Fitzsimon received the ownership                   
          interest reflected above after having been employed for several             
          years as a project manager and engineer for Estrella’s                      
          development of the Forster Ranch.  Borg-Warner Equity Corp., or a           
          subsidiary (without distinction Borg-Warner), had provided the              
          funding used to finance the venture.                                        
               On March 30, 1989, the partners in Estrella entered a                  
          Partnership Settlement Agreement providing for disposition of               
          assets owned by the entity.  This arrangement was apparently                
          precipitated by dissatisfaction on the part of Borg-Warner with             



               2 This property is variously referred to in filings                    
          submitted by the parties as both the Forster Ranch and the                  
          Forester Ranch.  For convenience we uniformly use the Forster               
          terminology.                                                                
               3It appears from documents submitted that Shannon                      
          Developers, Inc., may have been known as Shannon Development Co.            
          in 1978 but had become Shannon Developers, Inc., by 1989.                   




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