Dolores J. Myers - Page 8




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               In December 1982, the Myerses decided jointly to invest                
          $19,950 in Jojoba.3  On or about December 12, 1982, Mr. Myers               
          signed the offeree questionnaire, in which he indicated he did              
          not intend to rely upon the advice of any other person, attorney,           
          broker, or investment adviser in evaluating the merits and risks            
          of the Jojoba investment.  Mr. Myers also filled out a                      
          subscription agreement, a promissory note, and a limited guaranty           
          agreement, each of which Mr. Myers and petitioner subsequently              
          signed.                                                                     
               The subscription agreement confirmed the Myerses’ agreement            
          to purchase seven units in Jojoba for $19,950 and provided:                 
                    3.   Subscriber hereby makes the following                        
               representations and appointment:                                       
                         (a)  His offer to purchase is based solely                   
               upon information contained in the Partnership’s Private                
               Placement Memorandum and on his own independent                        
               evaluation, which may include the counsel of his own                   
               advisors;                                                              
                         (b) He has received a copy of the                            
               Partnership’s Private Placement Memorandum and the                     
               Agreement of Limited Partnership (“Partnership                         
               Agreement”) and hereby confirms that no                                
               representations, other than those contained in the                     
               Partnership Private Placement Memorandum, have been                    
               made by the General partners or by any agent or                        
               affiliate thereof;                                                     



               3On Nov. 26, 1985, petitioner assigned her interest in                 
          Jojoba (all seven units) to the Dolores L. Myers or Successor as            
          Trustee Trust.  The notice of deficiency for 1985 and 1986,                 
          however, was issued to petitioner in her individual capacity, the           
          petition was filed in her individual capacity, and neither party            
          has alleged that we do not have jurisdiction.                               





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