Poison Creek Ranches #1, Ltd., Poison Creek Ranches #2, Ltd., Poison Creek Ranches #3, Ltd., Poison Creek Ranches #4, Ltd., Walter J. Hoyt, III, Tax Matters Partner, et al. - Page 7

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               Petitioner testified that the following terminology is used            
          in the cattle business.  Cattle are classified as calves from               
          birth to weaning; heifer calves being female calves.  After                 
          weaning, females are referred to as heifers or yearling heifers.            
          A heifer that bears a calf is thereafter a cow.  Culled cows are            
          cows which are removed from the breeding herd because they are              
          suffering performance problems, such as not producing milk or not           
          breeding.  Cows may be culled due to age.                                   
          Allocations of Partnership Items                                            
               The agreement provides in part:                                        
               Each partner's profit and loss sharing percentage is                   
               determined annually by comparing the partner's capital                 
               account to the aggregate of the capital accounts of all                
               partners in the partnership.  This determination is made               
               based on the total capital owned, not the total capital                
               originally subscribed.                                                 
                         *    *    *    *    *    *    *                              
               The amount of liabilities assumed personally by the partners           
               during the first year of the partnership will be based on              
               original subscription agreements, and will be provided by              
               Walter J.                                                              



                         *    *    *    *    *    *    *                              
               All partners who originally assumed personal liability for a           
               portion of the partnership debt during the first year of the           
               partnership -- whether they are now determined to be active            
               or inactive partners -- will be assigned a share of the                
               lower amount of recognized partnership debt described above.           
               Each partner's share will be the exact same percentage as              
               his/her share of the partnership debt originally assumed.              
               The agreement defines active partners as those who continue            




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