Myron Barlow and Arlene Barlow - Page 11




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          those risks, the offering memorandum stated: (1) There was a                 
          substantial likelihood of audit by the Internal Revenue Service,             
          and the purchase price paid by F&G to ECI might be challenged as             
          being in excess of the fair market value; (2) the partnership had            
          no prior operating history; (3) the general partner had no prior             
          experience in marketing recycling or similar equipment; (4) the              
          limited partners would have no control over the conduct of the               
          partnership’s business; (5) there were no assurances that market             
          prices for virgin resin would remain at their current costs per              
          pound or that the recycled pellets would be as marketable as                 
          virgin pellets; and (6) certain potential conflicts of interest              
          existed.                                                                     
               The offering memorandum informed investors that the                     
          Dickinson transactions would be executed simultaneously.                     
               The offering memorandum prominently touted the anticipated              
          tax benefits for the initial year of investment for an investor              
          in the partnership.  In this regard, the offering memorandum                 
          stated, in part, as follows:                                                 
                    The principal tax benefits expected from an                        
               investment in the Partnership are to be derived from the                
               Limited Partner’s share of investment and energy tax                    
               credits and tax deductions expected to be generated by the              
               Partnership in 1982. The tax benefits on a per Unit basis               
               are as follows:                                                         
               Projected                                                               
          Regular Investment    Projected Tax                                          
          Payment   and Energy Tax Credits     Deductions                              
               1982   $50,000           $77,000              $38,940                   
               The Limited Partners are not liable for any additional                  
               payment beyond their cash investment for their Units, nor               




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Last modified: May 25, 2011