Anthony N. and Marie M. Finazzo - Page 11





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              various risk factors.  Investment in the Partnership   *                
              * * involves an extremely high degree of risk.                          
              Investors should consider carefully the various risk                    
              factors set forth in this and other portions of this                    
              Memorandum.  Investment in the Partnership is suitable                  
              only for persons of substantial financial means who will                
              not require liquidity in the investment.  Investors must                
              be prepared for the possible loss of their entire                       
              investment.                                                             
              The offering memorandum then proceeded to discuss a number of           
         specific, and significant, risk factors associated with an                   
         investment in San Nicholas.  Among those risks, the offering                 
         memorandum warned: (1) Research and development risks were so                
         great that an investment in San Nicholas should be considered                
         “highly speculative”; (2) the general partner had no previous                
         experience in dealing in jojoba; (3) there was no structured                 
         market or distribution system for jojoba; (4) there were no                  
         facilities dedicated to the processing of jojoba; (5) commercial             
         applications of jojoba are not extensive; (6) the general partner            
         had not conducted any market analysis or similar studies; (7)                
         there was no assurance of any increase in marketing or production            
         facilities or in the demand for jojoba; (8) in the absence of any            
         such increase, the production of jojoba might be unprofitable,               
         regardless of any technology that might be developed by the R&D              
         contractor; and (9) there was the likelihood of audit by the                 
         Internal Revenue Service.  Indeed, the discussion concerning the             
         tax risks associated with an investment in San Nicholas                      
         constituted half of the section on “Risk Factors”.                           
              The offering memorandum also included projections of revenue,           




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