Woody F. Lemons - Page 7

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                  Contract,(ii) if the Venturers elect to do so,                      
                  acquiring Lot 3 out of the referenced subdivision                   
                  upon terms and conditions approved by the                           
                  Venturer * * * (iii) renovating the Existing                        
                  Improvements (defined in Section 3.06) and                          
                  developing and improving the Property with the                      
                  Additional Improvements (also defined in Section                    
                  3.06) (the said renovation, development and                         
                  improvements being called the "Project") and (iv)                   
                  selling the Additional Improvements in                              
                  the ordinary course of the Venture's business.                      

                  The joint venture agreement delegated the management                
             of the venture to Dondi Properties as manager and sales                  
             manager, and it appointed Value Plus to be development                   
             manager.  The joint venture agreement addressed the scope                
             of each partner's authority as follows:                                  

                  Except as otherwise expressly and specifically                      
                  provided in this Agreement, none of the Venturers                   
                  shall have any authority to act for, or to assume                   
                  any obligations or responsibility on behalf of,                     
                  any other Venturer or the Venture.                                  

                  On February 24, 1983, the joint venture agreement was               
             amended (First Amended Agreement), by substituting Dondi                 
             Associates for Dondi Properties as a joint venturer.  On                 
             April 14, 1984, the joint venture agreement was again                    
             amended (Second Amended Agreement) to permit petitioner                  
             to become a joint venturer.  The Second Amended Agreement                
             recites that Dondi Associates had sold, assigned, and                    
             transferred a 40-percent undivided interest in the capital               
             and equity of the joint venture to petitioner.  After this               





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