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          April 30, 1994, whereas Mr. Kimball adjusted the June 4, 1994,              
          balance sheet.  As a result, the final Lax report arrived at a              
          net asset value as of June 3, 1994, of $44,643,191, which was               
          slightly lower than the amount computed by Mr. Kimball.                     
              Next, Mr. Lax applied a combined minority and marketability             
          discount from net asset value of 60 percent.  He derived the                
          combined discount by examining three published studies containing           
          economic and market price information on publicly registered real           
          estate partnerships that traded in secondary markets.  According            
          to the final Lax report, the studies showed that partnerships               
          owning income producing properties but not making regular cash              
          distributions sold at average combined discounts of 43 percent in           
          1992, 51 percent in 1993, and 76 percent in 1994.                           
              Mr. Lax noted that the combined discounts reported in the               
          studies reflected the lack of control of limited partners over              
          partnership distributions and liquidation.  He explained that the           
          same lack of control applied to limited partners in private                 
          partnerships.  In addition, Mr. Lax found that private                      
          partnerships were less marketable than the study partnerships,              
          because private partnerships did not trade on an informal                   
          secondary market.  He also observed that private partnerships               
          often placed burdensome transfer restrictions on ownership                  
          interests.                                                                  
              On the basis of the foregoing, Mr. Lax concluded that                   
          general partnership interests in True Ranches were similar to the           
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