George Georgiou and Judith Georgiou A.K.A. Judy Georgiou, et al. - Page 17

                                                 - 17 -                                                    
                  * * *  Please sign the originals and return them to me                                   
                  for inclusion in the corporate record book.  * * *                                       
                  The enclosed Security Agreement was dated February 15, 1980,                             
            and gave Kolonaki "a present security interest in collateral                                   
            described as all of the personal property * * * of DEBTOR                                      
            [Georgiou], * * * to secure * * * advances under a certain line                                
            of credit".  The Consent by Directors document dated 1988                                      
            resolved that all advances made under the line of credit to                                    
            Georgiou shall bear interest at the rate of 10 percent per annum.                              
            Interest only payments were due annually, with all unpaid                                      
            principal due December 31, 1995.                                                               
                  During 1989 and 1990, Kolonaki paid Georgiou a salary of                                 
            $144,000 and $225,641, respectively.  The Georgious' 1989 and                                  
            1990 Form 1040 tax returns show adjusted gross income of $218,281                              
            for 1989 and $283,987 for 1990.  Georgiou stated that he believed                              
            the salary he received from Kolonaki was very low.                                             
                  During 1989 and 1990, Kolonaki had taxable income and                                    
            retained earnings as follows:                                                                  
            Year Ended                                                                                     
            Sept. 30                 Taxable Income           Retained Earnings                            
            1989                     $1,149,333               $2,391,725                                   
            1990                     1,032,955                2,424,499                                    
            Kolonaki did not pay dividends for either 1989 or 1990.  Kolonaki                              
            has never paid dividends for any year since its incorporation.                                 








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