Richard Santulli and Virginia Santulli - Page 9

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          petitioner, and Sha-Li.  Proz never monitored or questioned Sha-            
          Li's management of the payments.                                            
               Lease by Petitioner to Sha-Li                                          
               Pursuant to an agreement of lease between petitioner and               
          Sha-Li dated as of June 30, 1979 (the Sha-Li lease), petitioner             
          leased the computer equipment to Sha-Li.  The Sha-Li lease                  
          commenced as of July 1, 1979, and had a term of 96 months.                  
          "Fixed rent" was set at $6,928.79 a month.  Pursuant to the                 
          Sha-Li lease, Sha-Li was responsible during the term of the lease           
          for all risk of physical damage to, or loss or destruction of,              
          the computer equipment, unless caused by petitioner's willful               
          misconduct or negligence.  Also pursuant to the Sha-Li lease,               
          Sha-Li agreed to indemnify, hold harmless, and defend petitioner            
          against certain losses, liabilities, claims, and other risks                
          arising from or in connection with, among other things, (1) any             
          default by Sha-Li under the Sha-Li lease and (2) any claim by               
          "the holders of the Lien".  The term "Lien" is defined in the               
          Sha-Li lease to include the term "Lien" as defined in the Proz              
          computer purchase agreement.  In the Proz computer purchase                 
          agreement, the term "Lien" is defined as:  "The security interest           
          in favor of * * * [MHLC], and the assignment of payments due                
          under the * * * [BNY leases] to * * * [MHLC] * * * ".                       









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