Mark Friedman - Page 13

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          benefits and indicated that they were supportable, provided "that           
          from a business point of view this was a good economic                      
          investment".  Friedman decided to invest in Clearwater after                
          reading the offering memorandum and discussing the investment               
          with his colleagues at Shea & Gould.  He also provided a copy of            
          the offering memorandum to his accountant.  The accountant had no           
          experience in plastics or plastics recycling, and did not                   
          independently investigate the plastics industry or the Sentinel             
          EPE recycler.                                                               
               Friedman does not have any education or experience in                  
          engineering, plastics materials, or plastics recycling.  He                 
          understood that Carroll had a background in engineering and that            
          another partner, Joseph Ferraro (Ferraro), may have had some                
          experience in his past with plastics.  Friedman did not see a               
          Sentinel EPE recycler, investigate the uniqueness of the machine,           
          investigate whether the value placed on the recycler was bona               
          fide, or investigate whether there were any other machines that             
          were designed to recycle low density polyethylene.  He did not do           
          any type of cash flow analysis or check any of the figures in the           
          offering memorandum.  Friedman did not personally investigate PI.           
          He did not ask whether the technology for the Sentinel EPE                  
          recycler was patented or inquire whether there were any suitable            
          end-users for the recyclers.  He did not review any periodicals             







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