Frances L. and Gary L. Rambacher - Page 4

          and a tax savings of twice the amount of cash invested in the               
          second year.                                                                
               Under the lease agreements entered into by the partnerships,           
          the partnerships were required to pay both a fixed rent and a               
          variable rent during the first 2 lease years.  The offering                 
          memoranda for Series 98 and Series 124 include summaries of lease           
          payments and cash-flow analyses for the partnerships.  The first            
          part of the cash-flow analyses reflected the projected cash                 
          generated on the initial printings of the book properties based             
          on net sales, the gross retail sales less the distributors                  
          discount, less rent.  These analyses projected cash to                      
          partnership totaling $67,528 and $99,672 for Series 98 and Series           
          124, respectively.  The analyses, however, failed to reduce cash            
          for the fixed rent payments.  In the first 2 years, fixed rents             
          totaling $1,242,500 and $1,702,500 were payable by Series 98 and            
          Series 124, respectively.  Further, the offering summaries warned           
          that although a cash-flow analysis was included in the offering             
          materials, no representations or warranties were intended or                
          should have been inferred as to any economic return.  The                   
          Offering Memorandum disclosed that the capital contributions of             
          the partners would be used in part to pay the fixed rents in the            
          first 2 years.                                                              
               The Private Placement Memorandum for Series 98 stated:                 
                    In order for the Partnership to realize sufficient                
               revenues from sales of the Books (after the payment of                 

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