REZNICK RESPONDS

Original capital contribution $ 1,000,000

Cumulative tax losses over 15 years ($1,500,000)

Cash flow distributed over 15 years ($50,000)

Tax capital account prior to sale ($550,000)

Sales proceeds distributed ($250,000)

Tax capital account upon liquidation ($800,000)

Gain from sale and liquidation $800,000

Estimated corporate tax rate 35%

Estimated tax on sale and liquidation $280,000