Khalil and Lana K. Hamdan - Page 4




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               For tax purposes:  (1) HPD was a C corporation and reported            
          its income employing the accrual method of accounting, and (2) HPD-         
          Latigo was an S corporation and reported its income employing the           
          cash method of accounting.                                                  
               HPD-Latigo had no personnel on its payroll.                            
          Limited Partnership                                                         
               Malibu Cedars, Ltd. (Malibu Cedars), is a California limited           
          partnership formed in 1987 to acquire foreclosed rental property            
          located in the Latigo Beach area of Malibu, California, and to              
          convert that property (consisting of 104 apartments) into                   
          condominiums (hereinafter the conversion is sometimes referred to           
          as the project or the Malibu Cedars project).  Partnership                  
          interests in Malibu Cedars were held as follows:                            
               General Partners                                                       
               HPD-Latigo                    25-percent interest                      
               Khodor I. Saab                25-percent interest                      
               Limited Partner                                                        
               Cambridge Financial, Inc.     50-percent interest                      
               In connection with the project, in July 1987, Malibu Cedars            
          entered into an Agreement for Services (Agreement) with Plaza-HPD,          
          a joint venture composed of Plaza Development, Inc. (Plaza) and             
          HPD.  Plaza was owned 50 percent by Mr. Saab and 50 percent by              
          Joseph Ghadir.                                                              
              The Agreement obligated Plaza-HPD to:  (1) Manage, operate,             
         maintain, lease, and rent to others the project property until such          





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