Daniel C. Greer and Winnie L. Greer - Page 9

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         buying, leasing, and licensing the same Sentinel EPS Recyclers               
         and/or other recycling equipment.  With respect to this potential            
         conflict of interest, the offering memorandum provides:                      
              The existence of such other limited partnerships may                    
              create conflicts and result in actions taken by, or                     
              omitted to be taken by, (Mr. Roberts) which may be                      
              adverse to the interest of the Limited Partners.                        
              Furthermore, PI, ECI, F&G, RRI, some of the shareholders                
              of F&G, ECI, and RRI, are, and may again become, engaged                
              in the business of buying, selling, leasing, licensing                  
              the use of and/or operating recycling equipment,                        
              including other Sentinel EPS Recyclers and other                        
              recycling equipment similar in design and function, or                  
              rendering consulting services with respect thereto.                     
              Before he invested in Madison, Mr. Greer expected that                  
         Madison was going to provide a tax savings of approximately $1.75            
         for each dollar invested.  The offering memorandum sets forth the            
         1982 tax benefits/savings of an investment in Madison as follows:            
         Projected Regular        Projected Tax Payment                               
         Investment                 Energy Tax Credits       Deductions               
         $50,000                       $77,000              $38,610                   
              Included as part of the offering memorandum package was the             
         legal opinion, an undated “form of opinion” letter (form of                  
         opinion), which was based on facts supplied by Madison’s general             
         partner.  The form of opinion stated:  “This letter is intended              
         for your [the general partner’s] own individual guidance and for             
         the purpose of assisting prospective purchasers and their tax                
         advisors in making their own analysis, and no prospective                    

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Last modified: November 10, 2007