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partners of SCE in partnership documents; Mr. Spence and/or
Shannon were not. A promissory note and option agreement dated
April 21, 1989, and executed by Mr. Johnston on behalf of Sea-
Aire, would appear to reflect the sale of Shannon’s undivided
interest in the lots to Sea-Aire.
Sale of Shorecliffs Golf Course
By late 1988 and continuing through the middle of 1989, Mr.
Spence was involved in negotiations for the sale of the golf
course owned by Shorecliffs. In this connection, a real estate
purchase option was entered for consideration of approximately
$500,000 on December 23, 1988, by Mr. Spence on behalf of
Shorecliffs as optionor and by Fon N. Leong and Agie J.C. Chen as
optionees.
In addition to the above negotiations relating to the sale
of the assets owned by Shorecliffs, discussions also ensued
during this period among the Shorecliffs shareholders with regard
to their respective interests in the entity. On May 11, 1989, a
stock sale option agreement was signed by or on behalf of
Shannon, Sea-Aire, and Mr. Fitzsimon. The option granted to
Shannon the right to purchase the Shorecliffs stock owned by Sea-
Aire and Mr. Fitzsimon. However, Mr. Spence and Mr. Johnston
purportedly had an oral understanding that Sea-Aire could choose
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