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                  Between fiscal year 1971 and February 29, 1976,                     
             Terra’s reserves, including those held by a subsidiary and               
             a joint venture, increased from 25,486,542 barrels of crude              
             oil and 92,050 million cubic feet of natural gas to                      
             31,052,598 barrels of crude oil and 131,616 million cubic                
             feet of natural gas.                                                     
                  In 1978, Mr. Rader became primarily responsible for                 
             petitioner’s petroleum operations.  From 1978 until 1980,                
             Mr. Rader held various positions with both Terra and                     
             petitioner.  Prior to Mr. Rader’s employment, Terra focused              
             primarily on acquiring established producing properties.                 
             However, Mr. Rader believed that it was in petitioner’s                  
             best interest to combine all of its production activities                
             into one company and to shift its emphasis and focus on                  
             exploring for new properties.  Under Mr. Rader’s direction,              
             Terra hired a number of geologists, geophysicists, and                   
             other personnel needed for crude oil exploration.  Terra                 
             also expanded its operations into new geographical areas                 
             and began offshore exploration activities.                               
                  On September 1, 1977, Terra sold all of the common                  
             stock it held in Northern Terra Resources, Inc., which                   
             owned oil producing assets in Canada.  During 1977, Terra                
             also sold production assets located in North Dakota.                     
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