Janet L. Wiest - Page 9




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               Prior to 1983, Mr. Pace did not have any experience in                 
          growing jojoba, nor did he have any experience in either the                
          research or development of jojoba.                                          
          E.  Petitioner’s Investment in San Nicholas, Ltd.                           
               Petitioner was introduced to jojoba by Mr. Pace, who                   
          provided petitioner with a copy of a private placement memorandum           
          dated October 10, 1983 (see infra “F” and “H”), for San Nicholas            
          Research, Ltd. (San Nicholas or the partnership).6  Thereafter,             
          on December 30, 1983, petitioner signed a subscription agreement            
          and purchased five limited partnership units (a 3.9-percent                 
          interest) in San Nicholas.                                                  
               The general partner and tax matters partner of San Nicholas            
          was Alfred M. Clancy.                                                       
               Petitioner purchased the partnership units pursuant to the             
          aforementioned private placement memorandum.  Petitioner paid               
          $2,790 per limited partnership unit, or a total of $13,950, for             
          his five units in San Nicholas.  Of this amount, $1,140 per unit,           
          or $5,700 for 5 units, was paid in cash.  The balance, $1,650 per           
          unit or $8,250 for five units, was payable pursuant to a 10-year            





               6 Mr. Pace also provided petitioner with a promotional                 
          videotape, which was produced by U.S. Agri, see infra “G”, and              
          which featured Mr. Pace, that described jojoba as “liquid gold”             
          and as “the industrial crop of the future”, which would be                  
          cultivated in “some of the most hostile land anywhere”.                     





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