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              Gulf Highlands Project and all activities necessary and                 
              proper to accomplish the foregoing activities.                          
              The written agreement further describes the management and              
         control of the joint venture’s activities as follows:                        
              All decisions of the Venture relating to the commencement,              
              design, development, management, financing, pledging,                   
              mortgaging, disposition or marketing of any project or                  
              business activity of the Venture * * * shall be made only               
              with the unanimous consent of * * * [Briggs, Mr. Morris, and            
              Daniell].                                                               
              On April 24, 1986, one day before the execution of the                  
         written joint venture agreement, Briggs and Daniell sold a small             
         portion of the 40 acres to Sunshine-Jr. Stores, Inc., an                     
         unrelated third party.  On April 29, 1986, Briggs and Daniell                
         sold the much larger, remaining portion of the 40 acres to Towers            
         Development, which thereafter developed it as phase II of Gulf               
         Highlands.                                                                   
              Later in 1986, Daniell had a further dispute with Briggs and            
         Mr. Morris.  In a letter to Briggs and Mr. Morris dated September            
         5, 1986, Daniell recited various grievances regarding the                    
         handling of several of the joint venture’s real estate                       
         activities.  The letter notes that “In the fall of 1983 at the               
         Boar’s Head Restaurant, the three of us verbally agreed to begin             
         a Joint Venture on Panama City Beach where all of us would                   
         participate equally in all profits generated from all real estate            
         activities on the beach.”                                                    
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