Derwyn J. Booker - Page 5

               also be available to assist the lessee’s counsel in                    
               defense before the U.S. District Court, U.S. Tax Court                 
               or the U.S. Court of Claims.                                           
               Encore's prospectus contains in substance only one page,               
          discussing in general terms the gospel record market, the home              
          computer game market, and educational computer programs.  The               
          prospectus does not specifically address the master recordings,             
          the computer games, or the computer programs that Encore intends            
          to lease, the quality of such, nor any other facets of the Encore           
               The “How Our Program Works” section of the prospectus is one           
          page in length containing four paragraphs.  Three paragraphs are            
          devoted to the tax aspects of the program, and one paragraph                
          refers to the lease agreement.  The remainder of the page                   
          outlines in tables the amount of advance payment required from              
          the lessee and the amount of investment tax credit passed through           
          to the lessee.  The "Financial Section" of the prospectus                   
          contains two paragraphs and explains the investment tax credit              
          available with respect to the sound recordings and computer                 
          software.  There is no analysis in the prospectus of the                    
          potential nontax, economic profitability of its leasing program.            
          Also, there is no information in the prospectus regarding the               
          marketability of the master recordings that Encore intends to               
          lease, nor any information concerning how master recordings can             
          be marketed.  Petitioner had a copy of the Encore prospectus, the           

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