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Hilltop Plantations, Inc. (HTP), was a Texas corporation
owned in equal shares by Marlin Peterson, Raymond Meinke, Keith
Damer (principals of the Meinke firm) and one of the accounting
firm's clients, Almand. HTP was capitalized with $1000, the
minimum amount required under Texas law. Each shareholder
contributed $250. HTP executed an exclusive research and
development contract with Yuma Mesa on December 31, 1982, for the
stated purpose of "conducting research to develop a commercially
marketable product from the seed or beans produced from the
plantation on which the research is conducted." No other bids
were considered for the role of prime research contractor. As
the prime research contractor, HTP then further subcontracted the
research and development work to Mesa Plantations, Inc. Mesa
Plantations, Inc., in turn, signed an agreement with Agricultural
Investments, Inc. (AI), for AI to manage and supervise work on
the plantation.
c. Mesa Plantations, Inc.
Mesa Plantations, Inc. (Mesa), an Arizona corporation, was a
wholly owned subsidiary of HTP. Therefore, the shareholders of
HTP--Peterson, Meinke, Damer, and Almand--controlled the
activities of Mesa.
On August 5, 1982, Mesa entered into an Agricultural Lease
Agreement with Hilltop Ventures, a Texas general partnership, for
130 acres in Yuma, Arizona, with a purpose, according to the
recitation in the lease, to conduct "a Research and Development
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