Ronald B. and Annette C. Talmage - Page 43




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               for NCPL participation in the direct ownership of the                  
               RiverCliff Farm property.                                              
               (6) Further, possible tax questions have been raised by the            
               IRS concerning Ronald’s position in the subject property and           
               settlement of his divorce and relations to his former                  
               spouse’s (former) equity position in the RiverCliff Farm               
               property.                                                              
               (7) We the undersigned therefore intended to proceed with              
               necessary documentation to resolve the above issues and                
               convert title as most suitable, including but not limited to           
               the following points:                                                  
                    (a) NCPL will purchase Ronald’s former spouse,                    
                    Kumiko’s (former) equity position, by directly                    
                    paying off her remaining obligation.  NCPL will                   
                    consider the sum total of any and all interest and                
                    principal payments on the divorce settlement                      
                    amount as a purchase or swap for equity in the                    
                    RiverCliff Farm property.                                         
                    (b) NCPL will also purchase a portion of Ronald’s                 
                    equity in the RiverCliff Farm property, by paying                 
                    the balance due on Lillian Talmage’s trust                        
                    settlement, and likewise consider any and all                     
                    interest and principal payments in this regard as                 
                    a purchase or swap of equity for payment.                         
                    (c) Ronald shall simultaneous to this, transfer                   
                    title ownership in the RiverCliff property, to                    
                    NCPL, to be duly recorded accordingly.                            
                    (d) Ronald shall engage necessary Counsel to effect               
                    these matters properly, legally and tax efficiently               
                    (e) NCPL shall carry costs of such advisory,                      
                    proceedings and recordations, and shall make direct               
                    remittance to appropriate parties as needed.                      
                    (f) Following advice from Counsel, Ronald and NCPL                
                    shall arrive at a suitable number or portion to                   
                    designate Ronald’s remaining equity in the Rivercliff             
                    Farm property.  Such position can thereupon be                    
                    formalized by appropriate arrangements such as a                  
                    “Limited Partner” position and/or a contractual                   
                    arrangement as advised by Counsel.                                







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