Richard Santulli and Virginia Santulli - Page 6

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          The Proz computer purchase agreement recites a purchase price of            
          $449,700, payable as follows:                                               
               1.  $200 in cash payable to Sha-Li no later than                       
               December 31, 1979.                                                     
               2.  $1,500 by delivery to Sha-Li of a recourse note                    
               concurrently with execution of the Proz computer                       
               purchase agreement.                                                    
               3.  $11,500 by delivery to Sha-Li of another recourse note             
               concurrently with execution of the Proz computer                       
          purchase agreement.                                                         
               4.  $436,500 by delivery to Sha-Li of an installment note              
               (the Proz computer installment note) concurrently with                 
               execution of the Proz computer purchase agreement.                     
          The Proz computer installment note is interest bearing and calls            
          for 96 monthly installment payments, each in the amount of                  
          $6,908.79, commencing on July 1, 1979.                                      
               In connection with Proz' purchase of the computer equipment            
          from Sha-Li, Proz and Sha-Li also entered into an agreement                 
          entitled "Assumption Agreement" dated as of June 30, 1979 (the              
          Proz assumption agreement).  The Proz assumption agreement                  
          provides that Proz agrees to be bound by the obligations of Sha-            
          Li contained in the assignment agreements and that Proz'                    
          ownership interest in the computer equipment shall be subordinate           
          to the security interest granted to MHLC by the assignment                  
          agreements.  Under the Proz assumption agreement, no recourse               
          shall be had against Proz or Proz' officers, directors, or                  
          stockholders with respect to any such obligations assumed by                
          Proz, and, as to Proz, all such obligations are nonrecourse                 
          obligations.                                                                



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