Neal T. Baker Enterprises, Inc. - Page 10

                                       - 10 -                                         

          and Associates prepared a Quantity and Cost Estimate                        
          (Preliminary) for Tract No. 22332, dated January 16, 1987,                  
          stating costs of $389,435.81 for the Exchange Property.  Later,             
          in a Quantity and Cost Estimate (Preliminary) for Tract No.                 
          22332, dated February 3, 1988, Garner, Troy and Associates                  
          estimated the costs were in the amount of $490,560.  The Quantity           
          and Cost Estimate was approved by Mr. Dotson for the city of                
          Beaumont on March 18, 1988.  On February 1, 1988, the city                  
          approved a grading plan for Tract No. 22332.                                
               Petitioner made no improvements on the Exchange Property.              


               Exchange                                                               
               In 1988, Gold Coast Development, Inc. (Gold Coast),                    
          approached petitioner with an offer of $650,000 to purchase the             
          Exchange Property.  Petitioner indicated that it was unwilling to           
          sell the Exchange Property, but would be willing to exchange the            
          Exchange Property.  On April 5, 1989, petitioner entered into an            
          exchange agreement with Empire Realty Exchange, Inc. (Empire).              
          The conveyance of the Exchange Property was contingent upon the             
          following:                                                                  
               (1) Petitioner's house plans being approved for construction           
               by the city of Beaumont;                                               
               (2) Gold Coast being able to secure building permits for the           
               houses;                                                                
               (3) Gold Coast verifying with the city that all necessary              
               approvals to enable Gold Coast to record a final subdivision           
               map for 48 single family lots have been obtained;                      





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