Shorthorn Genetic Engineering 1982-2, Ltd., Shorthorn Genetic Engineering 1982-4, Ltd., Shorthorn Genetic Engineering 1982-5, Ltd., Walter J. Hoyt III, Tax Matters Partner, et al. - Page 8

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                    and received into evidence.  The partnership was organized as a                                                                                        
                    limited partnership under the laws of the State of California.                                                                                         
                    The partnership agreement was filed with the Office of the                                                                                             
                    Secretary of State for California on July 18, 1984.                                                                                                    
                              The partnership agreement provides in pertinent part:                                                                                        
                              Look-back Provision.  * * * Due to the uncertainties of the                                                                                  
                              cattle breeding business, the ability of all Limited                                                                                         
                              Partners to meet their obligations under this Agreement and                                                                                  
                              any other unforeseen future events the General Partner will                                                                                  
                              require a certain flexibility in conducting the financial                                                                                    
                              affairs and establishing the business of the Partnership.                                                                                    
                              Therefore, it is mutually agreed that such Partners[']                                                                                       
                              permanent pro rata share of Partnership capital, income,                                                                                     
                              losses, credits, and distributions will be determined on                                                                                     
                              December 31, 1988 and at the end of the Investment Period.                                                                                   
                              Each Partner will be liable to return cash to the                                                                                            
                              Partnership, without interest, to the extent necessary, to                                                                                   
                              equalize the amount of loss, gain, distributions and credits                                                                                 
                              that exceed the amount that is determined to be their [sic]                                                                                  
                              correct share of these items at the end of the investment                                                                                    

                                                  *         **        *         *         *         *         *                                                            
                              Remedies.  The right to expel any Limited Partner who may                                                                                    
                              fail of use [sic] to pay into the capital of the Partnership                                                                                 
                              any portion of his subscription within thirty (30) days                                                                                      
                              after its due date, or who may attempt to participate in or                                                                                  
                              interfere in any way with the management of the                                                                                              
                              Partnership's affairs, is hereby expressly reserved to the                                                                                   
                              General Partner in his sole discretion. * * * The defaulting                                                                                 
                              Limited Partner may be expelled from the Partnership in                                                                                      
                              which case he will be entitled to the amount in his capital                                                                                  
                              account, determined on a cash basis, as of the end of the                                                                                    
                              [preceding] fiscal year after deduction therefrom for any                                                                                    
                              amount dues and owing to the Partnership for any unpaid                                                                                      
                              assessments of the expelled Limited Partner, and for each                                                                                    
                              succeeding assessment as it becomes due.                                                                                                     
                              A Limited Partner who defaults or voluntarily withdraws from                                                                                 
                              the Partnership will be entitled to the amount in his                                                                                        

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