Estate of Romine C. Hogard, Deceased, James C. Elliott, Personal Representative, and Bill F. Stewart, Personal Representative, and Wanda L. Hogard, et al. - Page 12

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          However, Stewart performed no tests on the quality of its output.           
          He did not know the names of companies who would use the                    
          recyclers and did not inquire about the market for scrap pellets            
          or the cash-flow to be generated by the recyclers, pellets, or              
          the investment as a whole.                                                  
               Storey advised Stewart that he was entitled to a commission            
          in connection with an investment by any of Stewart's clients in             
          Southeast or Esplanade.  Storey and Stewart agreed to split the             
          commissions resulting from any subsequent investment by Stewart's           
          clients in Southeast or Esplanade.                                          
               Stewart has no detailed knowledge or expertise in plastics             
          recycling, machinery, or materials.  Instead, he relied on the              
          individuals associated with Southeast and Esplanade and the                 
          authors of the various opinions appended to the offering                    
          memoranda to have the necessary expertise with regard to the                
          transactions involved in Southeast and Esplanade.                           
               Stewart advised Gilmore and Wilson about the Clearwater                
          partnership and told them that it was fully subscribed; however,            
          he also informed them of the opportunity to invest in Southeast             
          and/or Esplanade.  Prior to investing in Southeast, Gilmore and             
          Wilson met with Stewart several times.  It is unclear whether               
          Gilmore and Wilson attended these meetings separately.  During              
          these meetings, the energy crisis, the price of oil, and the                
          benefits of recycling plastic were discussed.  Stewart described            





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