Loren F. Paullus and Donna Paullus - Page 11

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          final map for unit 9 was recorded on May 19, 1987.  Ridgemark’s             
          May 26, 1987, corporate minutes reflect that it intended to sell            
          the unit 9 property to Financial within 1 month.  The property              
          was sold on June 30, 1987, and deeded July 10, 1987.                        
               When Ridgemark sold the units 4 through 9 properties to                
          Financial and Construction, Robert A. Prior (Prior), Ridgemark’s            
          attorney, did the preliminary filing of the applications with the           
          State of California Department of Real Estate (DRE).  These lots            
          were developed and sold by Construction or Financial, although              
          the preliminary approval for subdividing was obtained in                    
          Ridgemark’s name.  The final report, however, was issued in the             
          name of the subdivider, either Financial or Construction.  The              
          lots herein were zoned for the highest possible use (residential)           
          in order to maximize possible loans by third parties.                       
               On February 24, 1987, in an effort to “increase the                    
          marketability of lots and townhomes”, Ridgemark’s board of                  
          directors voted to restrict the sales of new golf memberships to            
          people who owned property in and resided in Ridgemark Estates.              
          On May 26, 1987, Ridgemark’s board of directors met to discuss              
          Ridgemark’s financial status, and the board reversed its decision           
          of February 24, 1987:                                                       
               [Ridgemark] will market a golf subscription to persons                 
               who are not owners of a lot or a unit and a resident of                
               Ridgemark Estates.  The subscription price will be                     
               $4,000.00.  The subscription will have a term of five                  
               years, and will not be transferable and will have no                   
               golf cart use privileges, and can be converted to a                    

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