Joseph and Susan L. Ferraro - Page 11




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          pellets; and (7) certain potential conflicts of interest existed.           
          In addition, the private offering memorandum included a provision           
          stating:                                                                    
                    The offer and sale of units is being made in                      
               reliance upon exemptions from registration under                       
               Federal and state securities laws.  However, neither                   
               the Securities and Exchange Commission nor any other                   
               Federal or state government agency or self-regulatory                  
               body has approved or disapproved the securities offered                
               hereby or passed upon the accuracy or adequacy of this                 
               memorandum.                                                            
               The private offering memorandum for Clearwater also stated             
          that each limited partner should have a minimum net worth                   
          (exclusive of his principal home, furnishings, and automobiles)             
          in the amount of $200,000 per limited partnership unit.  In                 
          addition, each partner was required to have enough income during            
          1981 to place the limited partner in at least the 50-percent                
          income tax bracket.  The private offering memorandum also stated            
          that the projected tax benefits for the initial year of                     
          investment for an investor contributing $50,000 would be                    
          investment and energy tax credits in the aggregate amount of                
          $86,328, plus partnership loss deductions in the amount of                  
          $39,399.                                                                    
               Reports by Samuel Z. Burstein (Burstein) and Stanley Ulanoff           
          (Ulanoff), the "F&G evaluators", were included in the private               
          offering memorandum.  As indicated in their reports, neither                
          Burstein nor Ulanoff was an expert in plastics or plastics                  






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