Cactus Wren Jojoba, Ltd., Cecil R. Almand, Tax Matters Partner - Page 12

                                                - 12 -                                                   
            (plantation I).  Don and Kelly Shooter owned AI.  Earlier in the                             
            year, the Shooters told the principals of the Meinke firm that                               
            the climate in Yuma, Arizona, was suitable for growing jojoba.7                              
            Don Shooter was the onsite manager and handled all of the                                    
            activities related to plantation I.  No one from AI testified at                             
            the trial.                                                                                   
                  AI provided the physical labor involved in the preparation                             
            of plantation I for farming jojoba and the maintenance of the                                
            jojoba plantation.  Pursuant to its management contract with                                 
            Mesa, AI tilled the ground, planted the jojoba, installed the                                
            irrigation system, and applied herbicide and fertilizer to the                               
            jojoba.  Funding for these activities was provided pursuant to                               
            the contracts described above among Yuma Mesa, HTP, Mesa, and AI.                            
                        e.  Hilltop Ventures, later Townhill Equities, Inc.                              
                  Hilltop Ventures8 was originally formed as a general                                   


            7     Joint exhibit 3-C, Description of the Project, as set forth                            
            in the private placement memorandum states:                                                  
                  Climatic conditions in the area * * * [Yuma, AZ] are                                   
                  believed to be quite favorable for growing Jojoba.                                     
                  High and low daily temperatures recorded since 1949                                    
                  have ranged from a summer high of 119/F to a winter                                    
                  night-time low of 22/F.  Average annual rainfall is                                    
                  approximately three inches.                                                            
            8     These cases concern the planting of jojoba on 160 acres                                
            owned by Hilltop Ventures.  Throughout the trial, witnesses refer                            
            alternately to Hilltop Ventures and Hilltop Equities.  Hilltop                               
            Equities, a general partnership, owned another 160 acres of land                             
            in Yuma, Ariz., that might have been developed as a jojoba                                   
            plantation if Yuma Mesa and Cactus Wren had been successful.                                 
            Hilltop Equities was capitalized by its general partners,                                    
                                                                           (continued...)                




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