Lowell L. and Marilyn A. Robertson - Page 33




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                  Leases and have a residual value of not less                        
                  than 20 percent of the purchase price.                              

             In that connection, the Tax Opinion further states as                    
             follows:                                                                 

                  The Trustee anticipates receiving no positive                       
                  cash flow during the initial term of the User                       
                  Lease, additional cash flow thereafter depending                    
                  upon receipt of any Additional Rent, which cannot                   
                  be anticipated but may be significant.  Upon                        
                  expiration of the [Master] Lease [sic], the                         
                  Equipment will be owned free and clear of all                       
                  debt and the Appraisal anticipates the Unit-                        
                  holders deriving a cash flow thereafter.                            

             However, the Appraisal does not discuss the anticipated                  
             cash-flow from the computer equipment after expiration of                
             the 96-month master leases.                                              
                  Finally, the Tax Opinion relies upon the Appraisal                  
             to conclude that the equipment will have "a useful life                  
             extending beyond the terms of the [Master] Leases".                      
             Throughout the Tax Opinion, Austrian, Lance & Stewart note               
             the importance of the useful life of the equipment in view               
             of the 96-month terms of the master leases which "is longer              
             than most leases of such equipment and may indicate that                 
             the anticipated residual value will not be realized."                    
             However, the only statement in the Appraisal that can be                 
             construed as addressing the "useful life" of the subject                 
             equipment is the following:  "The IBM 3081 and 4341 Central              






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