Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 14




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                    3.  AMCOR; Agreement To Make AMCOR Co-General Partner;            
                         Amendment of AVA Certificate                                 
               Amcor Capital, Inc., formerly American Agri-Corp (hereafter,           
          without distinction, AMCOR), was organized in 1981 by Messrs.               
          Behrens, Schreiber, and Wright.5                                            
               Following are pertinent portions of a document (the AMCOR              
          purchase document) dealing with the purchase of general                     
          partnership interests in certain partnerships (including AVA):              
               AMERICAN AGRI-CORP                                                     
               December 12, 1985                                                      
               Mr. Fred H. Behrens                                                    
               Mr. George L. Schreiber                                                
               Mr. Robert A. Wright                                                   

               AMERICAN AGRI-CORP                                                     
               5000 Birch Street                                                      
               East Tower, Suite 610                                                  
               Newport Beach, CA 92660                                                
               SUBJECT: PURCHASES OF A GENERAL PARTNERSHIP                            
                         IN CERTAIN PARTNERSHIPS                                      
               Gentlemen:                                                             
               You are Co-General Partners of the following California                
               limited partnerships:                                                  
               * * * [There follows a list of 13 partnerships,                        
               including, AVA.]                                                       
               It is understood that the three of you, as individuals,                
               collectively own a 1 percent interest in each of these                 
               partnerships.  American Agri-Corp is desirous of                       
               purchasing 50 percent of your collective position so                   
               that it would hold a 1/2 percent interest, as a Co-                    
               General Partner, in each of the above partnerships.                    

               5  This finding is applicable to all the partnerships.                 




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