William and Joan Spears - Page 12

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          (IRS) and the purchase price paid by F & G 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 control over the                
          conduct of the Partnerships' business; (5) there is no                      
          established market for the Sentinel EPE recyclers; (6) there are            
          no assurances that market prices for virgin resin will remain at            
          their current costs per pound or that the recycled pellets will             
          be as marketable as virgin pellets; and (7) certain potential               
          conflicts of interest exist.                                                
          C.  Stuart Becker, Steven Leicht, and Noel Tucker                           
               Becker does not have an engineering background, and he is              
          not an expert in plastics materials or plastics recycling.  He              
          received a B.S. degree in accounting from New York University in            
          1964 and an M.B.A. in taxation from New York University Graduate            
          School of Business Administration in 1973.  Becker passed the               
          certified public accountancy test in 1967 and was the winner of             
          the gold medal, awarded for achieving the highest score on the              
          examination for that year.  Since early 1966, Becker has                    
          practiced as an accountant exclusively in the tax area.  From               
          1964 until 1972 he worked for the accounting firm of Touche Ross            
          & Co., and in 1972 he joined the accounting firm of Richard A.              








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