Robert S. Cohen and Margery Cohen - Page 8

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          (6) there was no established market for the sale, leasing, or               
          licensing of Sentinel EPS Recyclers; and (7) certain potential              
          conflicts of interest existed.                                              
               The memorandum projected that in the initial year of                   
          investment an investor contributing $50,000 for one unit would              
          receive total investment tax credits and business energy credits            
          of $81,529 plus tax deductions of $38,768.6  The memorandum                 
          stated that an investor in SAB Foam was required to have an                 
          individual net worth and/or net worth with a spouse of $1                   
          million, inclusive of residences and personal property, or income           
          of $200,000 per year for each unit of investment.                           
               The memorandum included a marketing report by Stanley                  
          Ulanoff (Ulanoff), a marketing consultant and professor, and a              
          technical opinion by Samuel Z. Burstein (Burstein), a mathematics           
          professor.  The memorandum warned investors not to rely on the              
          statements and opinions contained in the memorandum but to                  
          conduct an independent investigation.                                       
               The memorandum included a Form of Opinion of Counsel (tax              
          opinion) prepared by Boylan & Evans, a New York law firm.  The              
          tax opinion, addressed only to the general partner, included in             
          the first paragraph the following disclaimer:                               



               6  Regardless of the memorandum, the parties have stipulated           
          that the projected tax deductions would be $39,988 for each                 
          $50,000 unit of investment.                                                 





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