Stephen H. Glassley and Judith Glassley, et al. - Page 39

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          addition, she indicated that, although the market price and                 
          demand for jojoba oil were strong and were expected to remain so:           
               The jojoba industry in general is reflecting the same                  
               kind of problems that are being experienced by HJI and                 
               its affiliates.  Virtually all jojoba producers are                    
               experiencing cashflow problems.  Several more years are                
               required than were originally predicted to reach                       
               commercial production.  The development of efficient                   
               harvesting, although steady, has delayed cashflow even                 
               further.  In most cases, the capital required to attain                
               positive cashflow is exceeding the amount committed by                 
               the original investors and the sources for obtaining                   
               additional funding are severely limited.                               
          Whittaker further suggested, as an alternative to the dissolution           
          of TJV or the provision by the JDP and JDP-II limited partners of           
          a working capital loan, a plan:                                             
               calls for the combination of up to 3,000 acres of                      
               plantations in the Hyder area into a single company                    
               (which, for want of a better name, we will currently                   
               call "NUCORP").  A key objective of the plan is to                     
               develop an entity which is capable of attracting new                   
               investment capital while preserving the capital of the                 
               original investors.  Under this plan, HJI and all of                   
               the Partnerships with which HJI is affiliated will be                  
               invited to contribute their assets to NUCORP in                        
               exchange for stock in the company.  Cash will be raised                
               from both existing partnerships and new investors.  All                
               partnerships will have the opportunity to preserve                     
               their relative equity positions.  However, in order to                 
               attract new investment capital, the interests of all                   
               previous capital will have to be subordinated to any                   
               new contributions.                                                     
               The formation of such an entity creates a viable                       
               vehicle for funding and managing a number of                           
               plantations which might otherwise fail.  The Company                   
               will attract new investment capital by offering a                      
               preferred position and lower risk to potential new                     
               investors.  It will be capable of borrowing funds by                   
               using certain personal guarantees of new key investors                 
               as well as its assets as collateral for such loans.                    
               NUCORP should post a profit by 1989 and show                           
               significant cashflow within a 3- to 5-year period.  By                 
               then, the Company will have several alternatives                       



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