Daniel C. Greer and Winnie L. Greer - Page 10

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         purchaser is entitled to rely upon this letter.”  In the                     
         discussion of the tax savings and consequences relating to an                
         investment in Madison, the offering memorandum further provides:             
              Prospective purchasers are expected to consult with                     
              their own professional tax advisers regarding such tax                  
              risks and the contents of the proposed form of opinion                  
              of counsel included as Appendix E hereto (the “Opinion                  
              of Counsel”).  Since the Opinion of Counsel will be                     
              provided to the General Partner for his individual                      
              guidance, prospective purchasers are not permitted to                   
              rely upon the advice contained therein.                                 
              PROSPECTIVE PURCHASERS MUST RELY UPON THEIR OWN                         
              AND TAX RISKS RELATING TO AN INVESTMENT IN THE                          
              PARTNERSHIP. [Capitalized in the original.]                             
         The offering memorandum also provides:                                       
              The [partnership] Units are being offered through * * *                 
              [HGSC] as Placement Agent on a best efforts basis. * * *                
              [HGSC] will be paid a selling commission equal to 10% of                
              the per Unit offering price for each Unit sold.  This                   
              selling commission may also be paid to other qualified                  
              broker-dealers as selling agents for each Unit sold by                  
              The Madison partnership agreement designated Mr. Roberts, the           
         general partner, as the tax matters partner for the partnership              
         and granted Mr. Roberts a power of attorney authorizing him to               
         conduct all activities necessary to carry out the provisions of              
         the partnership agreement.                                                   
              In addition to reading the offering memorandum, Mr. Greer               
         discussed the Madison partnership with some of his coworkers at              
         AOI who also participated in Madison.                                        

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Last modified: November 10, 2007