Countryside Limited Partnership, CLP Holdings, Inc., Tax Matters Partner - Page 5




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          develop, rehabilitate, construct, lease, operate, and otherwise             
          deal with real estate.  Sometime thereafter, Countryside                    
          acquired, owned, and operated a 448-unit residential property in            
          Manchester, New Hampshire (the Manchester property).                        
               As of January 1, 2000, the partnership interests in                    
          Countryside were held as follows:                                           
                    General Partners              Interest (%)                        
                    CLP Holdings, Inc.1                1.0                            
                    Lawrence H. Curtis                 0.5                            
                    William W. Wollinger               0.5                            
                    Limited Partners                                                  
                    Arthur M. Winn                     74.2                           
                    Lawrence H.  Curtis                19.3                           
                    William W. Wollinger              4.5                             
                    Total          100.0                                              
                         1  During 2000, Mr. Winn and Mr. Curtis were the             
                    sole shareholders and directors of CLP Holdings, Inc.             
               On or about June 29, 2000, (1) Mr. Winn transferred a 5-               
          percent interest in Countryside to Mr. Curtis in exchange for               
          services performed by Mr. Curtis for Mr. Winn, and (2) both Mr.             
          Curtis and William W. Wollinger (Mr. Wollinger) ceased to be                
          general partners of Countryside as each’s 0.5-percent general               
          partnership interest was converted into a 0.5-percent limited               
          partnership interest.  As a result of those changes, and through            
          December 25, 2000, the partnership interests in Countryside were            
          held as follows:                                                            










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