Lowell L. and Marilyn A. Robertson - Page 36




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             Trust.  For example, the Investment Memorandum states as                 
             follows:                                                                 
                       The Trustee has received an appraisal that                     
                  the fair market value of the Equipment as of                        
                  December 14, 1982, is $5,170,392.00, which                          
                  exceeds the amount of the Trust Note.  The debt                     
                  will be includible in the basis of each Unit-                       
                  holder to the extent of his liability therefor,                     
                  but if the IRS should determine that the fair                       
                  market value of the Equipment is less than its                      
                  purchase price, the basis of the Unitholders in                     
                  the Equipment would not include any part of the                     
                  Trust Note.  The Unitholders' anticipated tax                       
                  losses would be reduced almost entirely or                          
                  totally eliminated.                                                 
                       The Tax Opinion concludes that it is more                      
                  likely than not that the Trust Note will be                         
                  includible in the Unitholders' basis in the                         
                  Equipment, but that opinion is based upon the                       
                  opinion expressed in the Appraisal that the fair                    
                  market value of the Equipment exceeds the amount                    
                  of the Trust Note.                                                  

             Similarly, the Investment Memorandum states as follows:                  
             "The appraisal indicates that the fair market value of the               
             Equipment as of December 14, 1982, exceeds the face amount               
             of the Trust Note but there can be no assurance that such                
             valuation will not be challenged by the IRS.  * * *"                     
                  The Investment Memorandum also warns that investors                 
             must be able to demonstrate that the fair market value of                
             the computer equipment is at least equal to the purchase                 
             price, because, otherwise, "the IRS could disallow all of                
             the deductions expected to be available to him, including                
             depreciation and interest on the Trust Note, on the theory               





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