Mark Friedman - Page 9

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          recyclers.  Burstein owns a 2.605-percent interest in Empire                
          Associates and a 5.82-percent interest in Jefferson Recycling               
          Associates, also partnerships that leased Sentinel recyclers.               
          Burstein also was a client and business associate of Elliot I.              
          Miller (Miller), the corporate counsel to PI.                               
               Each of the offering memoranda for Clearwater and Poly                 
          Reclamation states that the general partner will receive fees               
          from the partnership in the amount of $60,000.  In addition, each           
          of the offering memoranda provides that the general partner "may            
          retain as additional compensation all amounts not paid as sales             
          commissions or offeree representative fees".  According to the              
          offering memoranda, 10 percent of the proceeds from each offering           
          were allocated to the payment of sales commissions and offeree              
          representative fees.                                                        
               The offering memoranda list significant business and tax               
          risk factors associated with investments in the Partnerships.               
          Specifically, the offering memoranda state:  (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.               
          probably will be challenged as being in excess of fair market               
          value; (2) the Partnerships have no prior operating history; (3)            
          the general partner has no prior experience in marketing                    
          recycling or similar equipment; (4) the limited partners have no            







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