Richard Santulli and Virginia Santulli - Page 12

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               RTS had purchased the telecommunications equipment in part             
          with a loan of $3,239,620 from MHLC.  RTS borrowed that sum from            
          MHLC pursuant to an agreement entitled "Loan and Security                   
          Agreement" (the loan agreement).  Pursuant to the loan agreement,           
          RTS executed a promissory note (the RTS promissory note) to MHLC.           
          The RTS promissory note is interest bearing and calls for                   
          58 monthly payments of $81,420.95, commencing on December 1,                
          1982.  Among other provisions, the RTS promissory note contains             
          the following statement:                                                    
               MHLC ACKNOWLEDGES AND AGREES THAT THE PERSONAL                         
               LIABILITY OF * * * [RTS] WITH RESPECT TO PAYMENT OF                    
               SUMS EVIDENCED BY THIS NOTE IS LIMITED AND IS SUBJECT                  
               TO THE TERMS AND CONDITIONS CONTAINED IN THE SECURITY                  
               AGREEMENT.                                                             
          Certain pertinent provisions of the loan agreement are as                   
          follows:                                                                    
               7.  Payment from Amounts Due Under The Lease.  MHLC and                
               the Borrower agree that, except as otherwise provided                  
               in Section 15 hereof, payments due under the Note shall                
               be made by the Lessee's payment of the rentals and                     
               other amounts due or to become due (including, without                 
               limitation amounts due as Stipulated Loss Value) under                 
               the Lease directly to MHLC; provided, however, that                    
               nothing contained herein shall be deemed to alter or                   
               diminish the Borrower's absolute and unconditional                     
               obligation to make the payments to MHLC required under                 
               the terms of the Note.                                                 
                    *     *     *     *     *     *     *                             
               14.  Default; Remedies.  In the event:  (a) of a                       
               failure of the Borrower to pay any amount owing                        
               hereunder when due, and the continuation of such                       
               failure for a period of 30 days after the date when                    
               due; (b) of a failure by the Borrower to perform or                    






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