Donald N. and Rosemarie F. Merino - Page 7

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          professor, were appended to the offering memorandum.  Ulanoff               
          owns a 1.27-percent interest in Plymouth Equipment Associates and           
          a 4.37-percent interest in Taylor Recycling Associates.  Burstein           
          owns a 2.605-percent interest in Empire Associates and a 5.82-              
          percent interest in Jefferson Recycling Associates.  Like                   
          Northeast, Plymouth Equipment Associates, Taylor Recycling                  
          Associates, Empire Associates, and Jefferson Recycling Associates           
          are partnerships that leased Sentinel recyclers.  Burstein also             
          was a client and business associate of Elliot I. Miller (Miller),           
          the corporate counsel to PI.                                                
               The Northeast offering memorandum states that the general              
          partner will receive fees from Northeast in the amount of                   
          $25,000.  The offering memorandum further states that the general           
          partner "may retain as additional compensation all amounts not              
          paid as sales commissions or offeree representative fees".                  
          According to the offering memorandum, it was anticipated that 10            
          percent of the proceeds from the offering--$95,000--would be                
          allocated to the payment of sales commissions and offeree                   
          representative fees.  Roberts therefore was to receive a minimum            
          of $25,000 and up to $120,000 from Northeast.                               
               The offering memorandum lists significant business and tax             
          risk factors associated with an investment in Northeast.                    
          Specifically, the offering memorandum states:  (1) There is a               
          substantial likelihood of audit by the Internal Revenue Service             
          (IRS), and the purchase price paid by F & G Corp. to ECI Corp.              




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