Richard Santulli and Virginia Santulli - Page 8

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          Li or Proz amounts due petitioner under petitioner's lease with             
          Sha-Li.  Amounts so deferred become due and payable on                      
          February 28, 1996, whether or not petitioner has then received              
          from Sha-Li or Proz amounts due under petitioner's lease with               
          Sha-Li.  No interest accrues on amounts so deferred.                        
               In connection with petitioner's purchase of the computer               
          equipment from Proz, petitioner and Proz also entered into an               
          agreement entitled "Assumption Agreement" dated as of June 30,              
          1979 (the petitioner computer assumption agreement).  The                   
          petitioner computer assumption agreement provides that petitioner           
          agrees to be bound by the obligations of Sha-Li contained in the            
          assignment agreements and that petitioner's ownership interest in           
          the computer equipment shall be subordinate to the security                 
          interest granted to MHLC by the assignment agreements.  Under the           
          petitioner computer assumption agreement, no recourse shall be              
          had against petitioner with respect to any such obligations                 
          assumed by petitioner, and, as to petitioner, all such                      
          obligations are nonrecourse obligations.                                    
               Sha-Li, not Proz, negotiated with petitioner the terms of              
          the petitioner computer installment note.  Any accounting records           
          concerning Proz' purchase and sale of the computer equipment have           
          at all times been maintained by Sha-Li.  Proz never monitored               
          payments on the petitioner computer installment note.  Proz                 
          relied on Sha-Li to manage the flow of all payments between Proz,           






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