Joe E. Henry and Carolyn J.Henry - Page 5

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          contacting Samuel Winer (Winer) in connection with a matter                 
          involving a client.  Sunbelt is a limited partnership which                 
          purportedly engaged in licensing Sentinel expanded polyethylene             
          (EPE) recyclers manufactured by Packaging Industries of Hyannis,            
          Massachusetts (PI).  Winer was an investment banker and financial           
          consultant with offices in Clearwater, Florida.  During his                 
          conversation with Winer, Storey became interested in investing in           
          Sunbelt and asked Winer to send him an offering memorandum.                 
          Aside from being the general partner of Sunbelt, Winer was also             
          an investor in the project and the general partner in a number of           
          other plastics recycling limited partnerships including                     
          Clearwater, Poly Reclamation Associates, Southeast Recovery                 
          Associates, and Esplanade Associates.  For his services to                  
          Sunbelt, Winer received $60,000 out of the proceeds of the                  
          Sunbelt private offering.                                                   
               After receiving the offering memorandum,1 Storey read it               
          thoroughly twice and read portions of it five times.  He                    
          considered the offering memorandum to be well prepared, at least            
          as compared to others that he had read.  Storey was skeptical of            
          representations made in the offering memorandum regarding cash              
          flow, revenue projections, and tax benefits.  He contacted John             
          Taggart (Taggart) and Elliot Miller (Miller) regarding the tax              

          1         The offering memorandum for Sunbelt was not made a part           
          of the record.  Instead, the parties stipulated to the offering             
          memorandum for Clearwater.  We assume that the offering memoranda           
          for Sunbelt and Clearwater are substantially identical.                     




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