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In accordance with the original terms contracted by the
late, Tsutomu Seki (former Chairman of NCPL) with
regards to employment of Ronald B. Talmage, and
specifically the terms of administration and joint
development of the property known as RiverCliff Farm *
* *, we the undersigned hereby confirm and further
agree to the following clarification, further
definition and formalization of these relationships:
(1) It is hereby reconfirmed that the original intent
of the development of the RiverCliff Farm property was
to be a 50/50 joint-venture between Ronald and NCPL,
Ronald providing the hands-on and resident
administration and some original capital, and NCPL
providing required capital thereafter.
(2) Further, it is hereby reconfirmed that in
accordance with advice from counsel, it was determined
that during the development and construction phase,
particularly as it pertains to the regulatory
permitting process, that initially Ronald and his
spouse would title the property in their name, and as
“nominee” for NCPL’s portion. It is hereby reconfirmed
that in accordance with this process, NCPL capital
participation would initially be in the form of debt,
but with direct payments to invoices regarding actual
construction costs. It is hereby agreed that the
intent to this plan was to convert the debt to equity
at an appropriate time, as deemed most suitable to the
regulatory environment, phase of completion of the
project and any other extenuating circumstances that
might trigger this conversion to equity.
(3) Further, Ronald has since undergone challenges with
divorce and the resulting exposure of confidential matters
and more recently even resulting in audit by the IRS.
(4) Accordingly of recent, counsel has advised the parties
that the current regulatory environment within the Columbia
River Gorge National Scenic Area, and more particularly the
Land Use Planning Department of Multnomah County, has been
greatly eased as compared to the conditions at the time of
initiation of development at the RiverCliff Farm property.
(5) The undersigned have therefore determined that it is now
advisable to proceed to exercise the NCPL right of
conversion to equity and formalization of the title position
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Last modified: March 27, 2008