Robert T. and Mary F. Gow - Page 6




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          stock, at a maximum rate of 1,000 shares per year, for 10 years.              
          The number of shares to be issued annually as a bonus was to be               
          determined by Dr. Gow.                                                        
               In accordance with the stock bonus plan, on February 16, 1989,           
          WVI issued 800 shares of WVI common stock to Dr. Gow.   On February           
          15, 1990, WVI issued an additional 400 shares of its common stock             
          to her as a bonus.  It is the value of these shares at the time of            
          award that is subject to dispute--the first issue.                            
          Financing History                                                             
               WVI borrowed $100,000 from Central Fidelity Bank.  These funds           
          were used to cover startup expenses and other administrative costs.           
          In late 1983, WVI received an acquisition/development loan from               
          First American Savings & Loan (First American) in the amount of               
          $1.75 million; it also received a financing commitment from                   
          Berkeley Federal Savings (Berkeley) for $10 million.                          
               In 1984, Bush began construction of, and Offsite marketed, the           
          time-share project. In early 1985, Berkeley withdrew its loan                 
          commitment, making it difficult for WVI to timely meet its                    
          financial obligations to Bush for construction and to Offsite for             
          marketing.  WVI became delinquent in its payments to Bush, and in             
          May 1985, Bush filed a mechanics lien against the project.  The               
          project further became mired in financial difficulties when, in               
          early 1986, over its concern with Bush’s mechanics lien, First                
          American threatened to terminate its loan to WVI.  Eventually,                






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