Neal T. Baker Enterprises, Inc. - Page 5

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          purpose "to engage in any lawful act or activity for which a                
          corporation may be organized under the General Corporation Law of           
          California other than the banking business, the trust company               
          business or the practice of a profession permitted to be                    
          incorporated by the California Corporations Code."                          
          Beaumont Property--Tract No. 10018                                          
               On March 10, 1978, petitioner purchased from the Simoffs               
          vacant land in Beaumont, California (Beaumont Property), for                
          $155,000.  Beaumont Property is bounded on the west by                      
          Pennsylvania Avenue, the east by Cherry Avenue, the south by 10th           
          Street, and the north by another lot north of 11th Street.  When            
          petitioner purchased the Beaumont Property, the property was                
          zoned R-1 for single-family residential use.  Petitioner never              
          made an application to have the Beaumont Property rezoned to R-4            
          multi-family residential use.                                               
               From 1978 through 1989, petitioner hired three engineering             
          firms to process tentative maps on the Beaumont Property:                   
          (1) H. D. Marcell; (2) Wes Engineering; and (3) Garner, Troy &              
          Associates, Inc.                                                            
               Petitioner's purchase of the Beaumont Property was                     
          contingent upon the Tentative Subdivision Map being approved by             
          the City of Beaumont Planning Commission (Planning Commission).             
          At that time, there was a subdivision map prepared by H. D.                 
          Marcell for the Simoffs.  This tentative map proposed to                    





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