Thomas E. Johnston and Thomas E. Johnston, Successor in Interest to Shirley L. Johnston, Deceased, et al. - Page 6




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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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