Richard Santulli and Virginia Santulli - Page 14

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               and its assets for the satisfaction thereof without                    
               proceeding initially or exclusively against the                        
               Collateral.                                                            
          Section 9 of the loan agreement provides to MHLC certain                    
          "collateral security", including the following:  An assignment to           
          MHLC of RTS' rights to the proceeds (principally rent) under the            
          U.S. Telephone lease and a grant to MHLC of a security interest             
          in the telecommunications equipment.                                        
               Sale by RTS to Proz                                                    
               Pursuant to an agreement between Proz and RTS dated                    
          December 30, 1982 (the Proz telecommunications purchase                     
          agreement), Proz purchased the telecommunications equipment from            
          RTS.  The Proz telecommunications purchase agreement recites a              
          purchase price of $3,605,205, payable as follows:                           
               1.  $175,510 by check or wire transfer to RTS concurrently             
               with the execution of the Proz telecommunications                      
               purchase agreement.                                                    
               2.  $3,429,695 by delivery to RTS of an installment note               
               (the Proz telecommunications installment note)                         
               concurrently with the execution of the Proz                            
               telecommunications purchase agreement.                                 
          The Proz' telecommunications installment note is interest                   
          bearing.  It provides for (1) an initial payment of $2,212.70 on            
          December 31, 1982, (2) monthly payments of $34,296.96 for the               
          next 24 months, and (3) monthly payments of $49,206.16 for the              
          next 120 months.  The initial payment and the next 24 payments              
          are stated to be "interest only".  The final 120 payments are               
          stated to be "principal and interest".                                      





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