Lauro G. and Gayle W. Guaderrama - Page 3




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          proceeds, however, were not used to construct a new restaurant                 
          and bar because by the time the insurance company paid Benavidez               
          the liquor license would have possibly lapsed due to inoperation               
          of the bar.                                                                    
               Benavidez purchased a tract of real property located in Dona              
          Ana County, New Mexico, from Rodolfo Saenz (Saenz) to be the site              
          for a new restaurant and bar.  Under the contract dated July 31,               
          1990, Benavidez was to pay Saenz $35,000 for the land.  This                   
          payment was structured to require a $10,000 downpayment, with the              
          $25,000 balance payable in equal annual installments of $6,594.94              
          for a period of 5 years, the first payment being due on July 15,               
          1991.  Saenz deeded the land to Benavidez on July 31, 1990.                    
               After obtaining the land from Saenz in July 1990, Benavidez               
          attempted to obtain financing through banks to build a new                     
          restaurant but was turned down by two or three different banks.                
          The banks would not provide financing to Benavidez because they                
          were unwilling to accept the only asset he had--his liquor                     
          license--as collateral.  Benavidez had purchased his liquor                    
          license in 1985 for approximately $45,000.  The availability of                
          alcoholic beverages, in general, attracts more business to a                   
          restaurant, and a liquor license can cost as much as $100,000 to               
          $200,000 in Dona Ana County, New Mexico.                                       
               Consequently, Benavidez entered into negotiations with Lauro              
          Guaderrama (Guaderrama), a farmer in New Mexico during the years               






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