Utah Jojoba I Research, William G. Kellen, Tax Matters Partner - Page 12

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               According to the offering circular, Utah I was to be "formed            
          to undertake a comprehensive research and development program on             
          the plant Simmondsia Chinensis (Jojoba)," and, ultimately obtain             
          production from the plantation property allocated to Utah I.                 
          The offering identified U.S. Agri as the contractor selected to              
          carry out the research and development program under an R&D                  
          agreement.                                                                   
               b.  U.S. Agri                                                           
               U.S. Agri was a Nevada corporation established by Pace on               
          November 7, 1979.  Prior to 1979, Pace was not familiar with                 
          jojoba.  Pace was the sole shareholder of U.S. Agri and also                 
          served as the chief executive officer.  Pace delayed activating              
          U.S. Agri until the summer of 1981 so he could learn more about              
          the jojoba business before committing to participation in the                
          business.  For 4 or 5 months in 1981, Kellen served as an officer            
          and director of U.S. Agri.                                                   
               U.S. Agri leased, with an option to buy, 1,306 acres of land            
          in Desert Center and Blythe, California.  U.S. Agri allocated 400            
          of those acres located in Desert Center to research and                      
          development partnerships.  The other 906 acres were utilized for             
          U.S. Agri's commercial jojoba farming operations.  The 400 acres             
          that U.S. Agri allocated to research and development partnerships            








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