Robert H. Avellini - Page 6

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            loss and business energy credit related to EI's investment in                               
            Clearwater for 1981.                                                                        
                  EI is an Indiana limited partnership that was formed in May                           
            of 1981 by Morton L. Efron (Efron) as the general partner and                               
            Real Estate Financial Corp. (REFC) as the initial limited                                   
            partner.  Fred Gordon (Gordon) is the president of REFC, which is                           
            owned by members of Gordon's family.                                                        
                  EI was formed to acquire limited partnership interests in an                          
            office building in Buffalo, New York (the office building), and a                           
            shopping center in Haslett, Michigan (the shopping center).  In                             
            contemplation of these ventures, EI prepared a private placement                            
            memorandum (the original offering memorandum) and distributed it                            
            to potential limited partners.  At some time in late 1981, EI                               
            abandoned the contemplated investment in the shopping center and                            
            substituted limited partnership interests in Clearwater and a K-                            
            Mart shopping center in Swansea, Massachusetts (the K-Mart                                  
            investment).  The revised investment objectives were presented in                           
            a revised offering memorandum (the revised offering memorandum).                            
            The revised offering memorandum indicated that EI intended to                               
            invest in 100 percent of the limited partnership interests in the                           
            office building (10 units), 43.75 percent of the limited                                    
            partnership interests in Clearwater (7 units), and 15.625 percent                           



            4(...continued)                                                                             
            credit.                                                                                     




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