Malcolm I. Lewin and Trina Lewin - Page 8

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               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.  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:                               
               We have consented to your inclusion of the proposed                    
               form of this letter in the Memorandum, but this letter                 
               is intended for your own individual guidance and for                   
               the purpose of assisting prospective purchasers and                    
               their tax advisors in making their own analysis, and no                
               prospective purchaser is entitled to rely upon this                    
          The tax opinion expressly warned that the investment and energy             
          tax credits available to limited partners would be reduced or               

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