Thomas E. and Joan A. Bennett - Page 9

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          the trust department at Bankers Trust, reviewed WMDI's tax                  
          opinion letter contained in the offering memorandum and reported            
          favorably to Gallagher with respect to the opinion.                         
               Gallagher discussed the Sentinel EPE recycler transactions             
          with about 11 executives at Ingersoll-Rand.  At the behest of               
          Bennett, Gallagher toured PI's Hyannis plant.  Upon his return              
          from Hyannis, Gallagher reported to the officers at Ingersoll-              
          Rand and told them that PI was a going concern, that he had seen            
          the recyclers, and that they were big machines.  Gallagher also             
          submitted a brief handwritten summary to the same effect.  He               
          prefaced his written summary by noting that he did "not have an             
          engineering background."  The summary included a list of six                
          purported current end-users of recyclers and contained the                  
          following postscript:  "If you have any questions or would like             
          an opportunity to see the equipment in operation, please let me             
          know."  Gallagher made no representations about the uniqueness of           
          the recyclers.                                                              
               Neither Gallagher nor Bankers Trust received a commission              
          from Ingersoll-Rand for the investments in the Plastics Recycling           
          transactions.  However, Gallagher did receive what he admitted              
          was a "special deal."  The typical Plastics Recycling investment            
          entailed the acquisition of an interest in a partnership which              
          leased the recyclers.  Such an interest sold for a minimum of               
          $50,000.  In December of 1981, however, Gallagher was allowed to            
          purchase a 10-percent undivided interest directly in a recycler,            




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