Mark J. Hanna, P.C., Transferee - Page 4




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               The evidence indicates and we find that on February 2, 1994,            
          pursuant to the above transfer, the following types of assets of             
          Associates PC were actually transferred to Hanna PC:  Cash,                  
          accounts receivable, office equipment, an option to purchase a               
          12-year-old quarter horse (horse option), and an interest in a               
          contingent fee lawsuit (interest in a lawsuit).                              
               We also find that Hanna PC assumed the following types of               
          liabilities of Associates PC:  Notes payable, payroll taxes due,             
          salaries payable, and accounts payable.                                      
               In connection with the transfer of assets and assumption of             
          liabilities between Associates PC and Hanna PC, Hanna prepared               
          what is referred to as an Internal Document listing certain of               
          Associates PC's assets and liabilities to be transferred and                 
          assumed, setting forth amounts with respect thereto as of January            
          31, 1994, as follows:                                                        

               Associates PC's Assets and Liabilities as of                            
              Jan. 31, 1994, per Internal Document                                     
                          Assets                                                       
                              Cash                 $15,626                             
                              Accounts Receivable          40,660                      
                              Office Equipment        15,000                           
                              Total Assets         $71,286                             
                          Liabilities                                                  
                              Notes Payable        $41,211                             
                              Payroll Taxes Due    6,420                               
                              Salaries Payable     20,367                              
                              Accounts Payable        17,382                           
                              Total Liabilities     $85,380                            







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