Estate of Romine C. Hogard, Deceased, James C. Elliott, Personal Representative, and Bill F. Stewart, Personal Representative, and Wanda L. Hogard, et al. - Page 13

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          his visit to PI, the demonstration of the recycler, and his                 
          discussions with various individuals at PI.  Stewart advised them           
          that the operation looked viable because it solved the problem of           
          plastic disposal, because the recyclers could be used by                    
          companies which did not have to purchase the recyclers, and                 
          because of the effect of rising oil prices on the plastics                  
          industry.  The tax benefits of the investment were also                     
          discussed.  Stewart informed Gilmore and Wilson that he intended            
          to make an investment in one of the partnerships, and                       
          subsequently did so.  Gilmore and Wilson were aware that Stewart            
          had no background in plastics recycling, machinery, or materials.           
               Stewart provided Gilmore and Wilson with Southeast's                   
          offering memorandum.  Although Gilmore reviewed the offering                
          memorandum, he did not read it "cover to cover".  Gilmore read              
          Ulanoff's marketing report and Taggart's tax opinion, and he was            
          impressed with their credentials.  Gilmore made no independent              
          investigation of the projections in the offering memorandum.                
          Gilmore did not know the value of the recyclers and was                     
          unfamiliar with nonrecourse notes.                                          
               Wilson looked at the offering memorandum and attempted to              
          understand it to "the best of his ability", although the extent             
          of his review of the offering memorandum is unclear.  Wilson was            
          not concerned by the warnings on the front page of the offering             
          memorandum, the conflicts of interest described therein, or the             





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