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plant.” Interests in the partnership were offered for $12,245
each, payable by cash of $3,571 and a 4-year promissory note of
$8,674 bearing 10 percent annual interest.
Yuma Mesa was organized as a limited partnership, with two
co-general partners. The general partners, G. Dennis Sullivan
and William Woodburn, were lawyers; the private placement
memorandum listed no experience of either outside the legal
field. Yuma Mesa was to enter into a “Research and Development
Agreement” with Hilltop Plantations, Inc. (Hilltop), which would
in turn enter into a farming subcontract with its wholly owned
subsidiary, Mesa Plantations, Inc. (Mesa). Hilltop was then to
enter into an “Experimental Agricultural Lease” with Hilltop
Ventures, a general partnership with identical ownership as
Hilltop. This lease was to be assigned to Mesa upon completion
of the research and development. Finally, Hilltop was to enter
into a “Research and Development Management Agreement” with
Agricultural Investments, Inc., which was to be the “manager” of
the project.
Hilltop (as well as Mesa and Hilltop Ventures) was
controlled by four individuals. These individuals were Raymond
H. Meinke (president, director, and shareholder), Keith A. Damer
(vice president, secretary, director, and shareholder), Mr.
Peterson (vice president, treasurer, director, and shareholder),
and Cecil R. Almand (shareholder). The three officer/directors
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