Sainte Claire Corporation - Page 5

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          board members on decisions of consequence.  Sainte Claire's board           
          held periodic meetings, certain of which other shareholders would           
          attend.                                                                     
               During 1968, Mr. Boccardo purchased two prune ranches, known           
          as the Arboga and Gridley ranches, from Sainte Claire.  Mr.                 
          Boccardo assumed the existing mortgages on the ranches and gave             
          Sainte Claire a promissory note (1968 note) dated November 1,               
          1968, in the amount of $2,087,500 that bore interest at the rate            
          of 6-� percent per annum, payable semiannually, and that provided           
          for a balloon payment of the principal on or before November 1,             
          1988.  Although the 1968 note stated that it was secured by deed            
          of trust, it was actually unsecured.  Mr. Boccardo sold the                 
          Gridley ranch during 1975.  He sold the Arboga ranch during                 
          October 1988 for $5,150,000.                                                
               Prior to the time that the 1968 note became due, Mr.                   
          Boccardo discussed the possibility of extending it with Mr.                 
          DiNapoli, Ms. O'Connell, and others.  Mr. Boccardo requested the            
          extension because commitments made by him in connection with his            
          real estate investments had left him short of cash, and he would            
          have been obliged to borrow in order to pay the 1968 note.  At              
          the time that the 1968 note was due, Mr. Boccardo, a successful             
          attorney and real estate investor, was worth approximately $50              
          million and had a substantial income.  Mr. Boccardo would have              
          paid the 1968 note had Sainte Claire requested it.                          






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