William G. and Debra C. Kellen - Page 9




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               THERE IS NO PUBLIC OR OTHER MARKET FOR THE UNITS, NOR                  
               WILL SUCH MARKET DEVELOP.                                              
                        *     *     *     *     *     *     *                         
               THE PURCHASE OF SUCH UNITS DESCRIBED IN THIS MEMORANDUM                
               INVOLVES A HIGH DEGREE OF RISK (SEE “RISK FACTORS”) AND                
               SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE                
               TOTAL LOSS OF THEIR INVESTMENT.                                        
                    *     *     *     *     *     *     *                             
               EACH PURCHASER OF THE UNITS HEREIN SHOULD AND IS                       
               EXPECTED TO CONSULT WITH HIS OWN TAX ADVISOR AS TO THE                 
               TAX ASPECTS.                                                           

               In addition, the offering memorandum limited the sale of               
          partnership units to investors with a net worth (exclusive of               
          home, furnishings, and automobiles) of at least $150,000, or                
          investors whose net worth was at least $50,000 (exclusive of                
          home, furnishings, and automobiles) and who anticipated that, for           
          the taxable year of the investment, they would have gross income            
          of at least $65,000 or taxable income, a portion of which, but              
          for tax-advantaged investments, would be subject to Federal                 
          income tax at a marginal rate of 50 percent.                                
               The offering memorandum included a section entitled “Risk              
          Factors”, which was the single longest section.  It began with a            
          general warning:                                                            
               The purchase of the interests offered hereby involves                  
               various risk factors.  Investment in the Partnership                   
               * * * involves an extremely high degree of risk.                       
               Investors should consider carefully the various risk                   
               factors set forth in this and other portions of this                   
               Memorandum.  Investment in the Partnership is suitable                 
               only for persons of substantial financial means who                    





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