Agri-Cal Venture Associates, Frederick H. Behrens, Tax Matters Partner, et al. - Page 15




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               American Agri-Corp agrees to buy, and you agree to                     
               sell, a one-half percent interest in the above general                 
               partnerships for a total consideration of $375,000 or                  
               $125,000 to each of you.  It is understood that                        
               American Agri-Corp assumes all the rights, duties, and                 
               obligations of a 50 percent Co-General Partner in the                  
               above named partnerships.                                              
               Sincerely,               UNDERSTOOD AND AGREED TO:                     
               American Agri-Corp       By:                                           
               /s/                      /s/                                           
               Fred H. Behrens          Fred H. Behrens                               
               Chairman                                                               
               /s/                      /s/                                           
               George L. Schreiber      George L. Schreiber                           
               Vice Chairman                                                          
               /s/                      /s/                                           
               Robert A. Wright         Robert A. Wright                              
               Senior Vice President                                                  
               On December 23, 1985, an amendment to the AVA certificate,             
          adding AMCOR as a general partner, was filed with the California            
          Secretary of State.                                                         
                    4.  Partnership Returns                                           
               For tax purposes, the partnership makes its return on the              
          basis of a calendar year.  For 1984 and 1985, the partnership               
          prepared Forms 1065, U.S. Partnership Return of Income (Forms               
          1065, and the AVA 1984 and 1985 Forms 1065, respectively).                  
          Respondent received the AVA 1984 and 1985 Forms 1065 at his                 
          Fresno, California, service center on March 27, 1985, and April             
          14, 1986, respectively.  Each of such returns shows the                     
          partnership’s address as:  C/O AMCOR, “5000 BIRCH ST., STE 610,             
          EAST TOWER, NEWPORT BEACH, CA 92660".  The AVA 1984 Form 1065 is            




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