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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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