Ronald and Judith Francis - Page 3

                                         -3-                                          
          $8,000 for out-of-pocket medical expenses.  To be reimbursed, an            
          eligible employee was required to submit a transmittal form to              
          AgriPlan/BizPlan noting the amount the eligible employee paid or            
          incurred for heath insurance and out-of-pocket medical expenses             
          during the year.  AgriPlan/BizPlan would then audit the                     
          transmittal form and issue a statement to the farm stating the              
          amount it should reimburse the eligible employee.                           
               Mr. Francis, as owner and operator of the farm, and Mrs.               
          Francis executed a written employment agreement in 1997.  Mrs.              
          Francis agreed to keep the farm’s books, run business errands,              
          and answer telephone calls.  The employment agreement also                  
          specified that Mrs. Francis would annually receive $2,004 of                
          wages and would be an eligible employee under the plan.  The                
          employment agreement did not, however, specify the number of                
          hours Mrs. Francis was required to work, nor establish the days             
          or times she was required to be available to work.                          
               In 2001, Mrs. Francis performed some services for the farm.            
          Neither Mr. Francis nor Mrs. Francis recorded how many hours, if            
          any, Mrs. Francis worked, or otherwise documented the nature and            
          extent of the services Mrs. Francis may have performed.  Mrs.               
          Francis received $1,9982 of wages from the farm in 2001.                    


               2The record is unclear why Mrs. Francis received $6 less               
          than the $2,004 she was specified to receive in 2001 under the              
          employment agreement.                                                       





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