Stephen H. Glassley and Judith Glassley, et al. - Page 12

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          principal balance, payable $15,000 on May 1, 1982, $10,000 on May           
          1, 1983, and $10,000 on May 1, 1984, plus any accrued interest on           
          the note.  Potential investors were informed that the note would            
          be on a full recourse basis to the limited partner and that, in             
          the event of default, a limited partner would be subject to                 
          expulsion from the partnership, in the discretion of the general            
          partner, and to deferral of his rights to return of capital.                
               According to the offering, the limited partners would own a            
          collective capital percentage of 99 percent up to the point of              
          recoupment, defined as the point at which the total of the                  
          cumulative net profits allocated to the limited partners equaled            
          50 percent of the total of the cumulative net losses allocated to           
          them, after which the limited partners would own a collective               
          capital percentage of 90 percent.  The general partner would own,           
          as consideration for his capital contribution of $1,000, a                  
          partnership interest of 1 percent up to the point of recoupment             
          and an interest of 10 percent thereafter.                                   
               The offering advised potential investors that, in addition             
          to his profits interest, the general partner would receive a fee            
          for 1981 of $10,000 as compensation for his services rendered in            
          connection with the formation of JDP.  In addition, commencing in           
          1982, the general partner would receive a yearly fee as                     
          compensation for his services in managing the day-to-day affairs            
          of JDP, in the respective amounts of $10,000 per year for 1982              
          through 1987, $15,000 per year for 1988 through 1992, $20,000 per           




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