Woody F. Lemons - Page 6

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             financed by the sale of the six villas to be constructed on              
             the vacant parcel.  After the development and sale of the                
             six villas, the developers would own the luxury duplex and               
             the land making up the first parcel free and clear.                      
                  As one of the first steps in acquiring and developing               
             the subject property, Mr. Dixon agreed with the owner of a               
             California construction company, Mr. Walter J. van Boxtel,               
             to form a partnership, the Moonlight Beach Venture (here-                
             inafter referred to as the joint venture).  On October 21,               
             1982, Dondi Properties, Inc. (Dondi Properties), a Texas                 
             corporation organized by Mr. Dixon, and Value Plus                       
             Industries, Inc. (Value Plus), Mr. van Boxtel's construc-                
             tion company, executed the Moonlight Beach Joint Venture                 
             Agreement (joint venture agreement).  Dondi Properties took              
             an 80-percent interest in the joint venture, and Value Plus              
             took a 20-percent interest.  The joint venture agreement                 
             states that Mr. van Boxtel and his wife had entered into                 
             a contract dated August 10, 1982, to purchase certain                    
             property described as "Lots 4, 5, 6, 11, 12 and 13                       
             (including a closed street and alley) in Encinitas Pitchers              
             Subdivision of the City of Encinitas, California."  The                  
             joint venture agreement describes the purposes of the                    
             venture in the following terms:                                          

                  (i) acquiring the Property [Moonlight Beach                         
                  Property] pursuant to the terms of the Purchase                     




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