Delaware Corp., et al. - Page 16

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          Corporation assumed the balance of Ms. Havens’s $394,800 mortgage           
          loan with respect to the Caroline County farm and gave Ms. Havens           
          a promissory note (Caroline County farm note) for the remaining             
          $320,200 of the $715,000 purchase price set forth in that con-              
          tract.  The Caroline County farm note provided in pertinent part:           
               Delaware Corporation, a Virginia corporation, promises                 
               to pay to the order of Frances B. Havens * * * the sum                 
               of $320,200 due and payable upon the sale of the prop-                 
               erty at Reedy Church District, Caroline County, Vir-                   
               ginia * * *.                                                           
                    This note bears interest at the lowest rate of                    
               interest per annum allowed by law from time to time to                 
               prevent the imputation of interest. * * *                              
          At all relevant times after July 31, 1993, the Caroline County              
          farm remained unsold, and Delaware Corporation did not make any             
          payments to Ms. Havens on the Caroline County farm note.                    
               Pursuant to the 1993 global agreement, Ms. Havens entered              
          into a contract for purchase that purported to sell to Delaware             
          Corporation the Virginia Beach property (Virginia Beach property            
          contract).  The Virginia Beach property contract, which was                 
          effective as of August 1, 1993, provided in pertinent part:                 
                    THIS CONTRACT OF PURCHASE, entered into as of the                 
               1st day of August, 1993, by and between FRANCES B.                     
               HAVENS (hereinafter referred to as “Seller”) and DELA-                 
               WARE CORPORATION (hereinafter referred to as “Pur-                     
               chaser”).                                                              
                                     STATEMENTS:                                      
                    A.   The Seller agrees to sell and the Purchaser                  
               agrees to buy the property described on Exhibit A                      
               attached hereto and made a part hereof by this refer-                  
               ence (the “Virginia Beach property”) upon certain terms                





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