D. Sam Scheele - Page 6

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          be paid to petitioner and Weisel upon exercise of the option was            
          $1 million each.                                                            
               Part of the consideration received by petitioner and Weisel            
          for entering into the option agreement was the promise by the               
          Tisch group to fund the Biomass lawsuit upon agreement being                
          reached among the Tisch group, petitioner, and Weisel as to the             
          strategy and approach to be followed in that litigation.  Among             
          the conditions precedent to the Tisch group’s exercise of its               
          option under the option agreement was that Weisel be given the              
          opportunity to enter into an agreement with Biomass providing               
          Weisel the right to receive 7.5 percent of the gross recovery               
          from the Biomass lawsuit.                                                   
               The option agreement also provided that, once the Tisch                
          group exercised its option, petitioner would resign as managing             
          general partner of Biomass and Weisel would resign as both a                
          managing general partner and a general partner of Biomass.                  
               The Tisch group exercised its rights under the option                  
          agreement with respect to both petitioner and Weisel.  After that           
          exercise, in accordance with the option agreement, petitioner               
          retained a 2.2-percent interest in Biomass that would become a              
          12.262-percent interest in Biomass after the 60th month of                  
          commercial operation of the cogeneration facility, and Weisel               

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Last modified: May 25, 2011