Loren F. Paullus and Donna Paullus - Page 5

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          of unimproved and improved land, the operation of Ridgemark Golf            
          and Country Club, and the conduct of the real estate brokerage              
          business.  The board desired to protect the corporation from                
          liabilities that might arise from the construction and financing            
          business.  Consequently, on May 3, 1977, Ridgemark Construction             
          Corp. (Construction) and Ridgemark Financial Corp. (Financial)              
          were formed to segregate the residential lot activity.                      
               Construction was to engage in construction, subdivision,               
          development, and sale of residential units and townhomes.                   
          Financial was to engage in financing, development, improvement,             
          and sale of single family lots.  Ridgemark’s board of directors             
          resolved to sell improved lots to Construction and Financial at             
          prices equivalent to cost plus no less than 25-percent profit.              
          Before Financial and Construction were formed, Ridgemark had sold           
          approximately 200 lots.  After that, Ridgemark was not involved             
          in the improvement and sale of lots.                                        
               As of April 1977, Ridgemark owned the following real                   
               1.   Lot 82, Unit #2                                                   
               2. Several lots in Unit #3                                             
               3. Golf course land                                                    
               4.   Clubhouse land                                                    
               5.   Miscellaneous parcels of land near the water tower                
               6.   27.9 acres at the end of George’s Drive                           
               7.   8 acres near Ray’s Circle                                         
               8.   5.95 acres below Ridgemark Village                                
               9.   7.3-acre parcel                                                   

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