Cactus Wren Jojoba, Ltd., Cecil R. Almand, Tax Matters Partner - Page 13

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            partnership that purchased 160 acres for farming of jojoba in                                
            Yuma, Arizona, in March or April of 1982.  Peterson, Meinke,                                 
            Damer, and Almand, the original members of the partnership                                   
            provided the capital for the purchase of the 160 acres.  There is                            
            no evidence in the record regarding the amount of capital                                    
            provided by Peterson, Meinke, or Damer.  Almand, a 25-percent                                
            owner in both HTP and Mesa, advanced $100,000 to Hilltop Ventures                            
            to purchase this land.  Funds paid for subscriptions to Yuma Mesa                            
            and Cactus Wren were used subsequently to repay the $100,000                                 
            Almand advanced Hilltop Ventures as a downpayment for the land.                              
            Additionally, Almand provided working capital as needed to keep                              
            the Hilltop Ventures operating.  Hilltop Ventures purchased the                              
            irrigation equipment necessary to prepare the land in Yuma,                                  
            Arizona, for the planting of jojoba.  Otherwise, the land did not                            
            need extensive development work and was suitable for immediate                               
            farming.                                                                                     
                  Subsequent to the purchase of the 160 acres in Yuma,                                   
            Arizona, in order to limit the shareholders' liability, Hilltop                              
            Ventures was incorporated in Texas as Townhill Equities, Inc.,                               
            also owned in equal shares by Peterson, Meinke, Damer, and                                   
            Almand.  Following a tax-free exchange, Townhill Equities, Inc.,                             


            8(...continued)                                                                              
            Peterson, Meinke, Damer, and Cecil Almand, with $80,000 cash, and                            
            the balance in notes.  Testimony at trial indicates that the                                 
            $80,000 investment was repaid through proceeds of "land lease"                               
            payments under the rental agreement.                                                         




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