Daniel L. and Ingrid N. Carroll - Page 9




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               Harris W. Freedman (Freedman), a certified public accountant           
          and the named partner in Freedman & Co., was the president and              
          chairman of the board of F&G.  Freedman was experienced with                
          leveraged leasing, and he owned 94 percent of a Sentinel EPE                
          recycler.                                                                   
               Freedman & Co. prepared the tax returns for ECI, F&G, and              
          Clearwater.  Although Freedman & Co. did not prepare the initial            
          financial projections included in the offering memorandum,                  
          Freedman did review the financial projections and made                      
          suggestions as to both format and substance.                                
               Freedman & Co. also provided tax services to John D. Bambara           
          (Bambara).  Bambara was the 100-percent owner of FMEC, as well as           
          its president, treasurer, clerk, and director.  Bambara was also            
          the president of PI and a member of its board of directors.  He,            
          his wife, and his daughter also owned directly or indirectly 100            
          percent of the stock of PI.                                                 
               Elliot I. Miller (Miller) was the corporate counsel to PI.             
          In 1981, Miller was also a shareholder of F&G.  Miller                      
          represented Grant personally and Grant’s clients who invested in            
          other programs that Grant promoted.  Miller was also an                     
          acquaintance of Winer.                                                      
               John Y. Taggert (Taggert) was a well-known tax attorney and            
          an adjunct professor at the New York University Law School.                 
          Taggert had been acquainted with Miller for about 15 years prior            





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