Gilfred B. and Patricia Swartz - Page 5




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          Development Corp.  Mr. Trimboli had no experience in farming or             
          in research and development ventures, and he was aware that Mr.             
          Cole, the general partner, also had no experience with respect to           
          jojoba.  Prior to leaving Bugni, LaBanca & Paduano in 1983, Mr.             
          Trimboli had no experience as a financial planner.                          
               After Mr. Trimboli opened his own business in 1983 and began           
          offering financial planning services, he and petitioner discussed           
          various investment strategies.  In December 1983, Mr. Trimboli              
          advised petitioner that he should invest in Arid Land.  As a part           
          of their discussion regarding this investment opportunity,                  
          petitioner was told of certain tax benefits that the partnership            
          hoped to gain for its investors, and petitioner was convinced               
          there was nothing improper with the tax strategy.                           
               A private placement memorandum for investments in the                  
          partnership, dated December 1, 1983, was distributed to                     
          petitioners.  Prefatory material in the memorandum contained the            
          following caveats:                                                          
                    PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO CONSTRUE               
               THIS MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS AS           
               CONSTITUTING LEGAL OR TAX ADVICE. * * * INVESTORS ARE URGED            
               TO CONSULT THEIR OWN COUNSEL AS TO ALL MATTERS CONCERNING              
               THIS INVESTMENT.                                                       
                          *    *    *    *    *    *    *                             
                    NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE                  
               INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC            
               RETURN OR TAX ADVANTAGES WHICH MAY ACCRUE TO THE INVESTORS             
               IN THE UNITS.                                                          







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