Richard Santulli and Virginia Santulli - Page 16

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               (the petitioner telecommunications installment note)                   
               concurrently with the execution of the Proz                            
               telecommunications purchase agreement.                                 
          The petitioner telecommunications installment note is captioned             
          "Limited Recourse Promissory Note - Security Agreement".  It is             
          interest bearing, and petitioner's liability thereunder is                  
          limited.  Proz is accorded a security interest in the                       
          telecommunications equipment.  The note calls for payments                  
          identical with those called for under the Proz telecommunications           
          note:  (1) An initial payment of $2,212.70 on December 31, 1982,            
          (2) monthly payments of $34,296.96 for the next 24 months, and              
          (3) monthly payments of $49,206.16 for the next 120 months.  The            
          initial payment and the next 24 payments are stated to be                   
          "interest only".  The final 120 payments are stated to be                   
          "principal and interest".                                                   
               The petitioner telecommunications installment note                     
          additionally gives petitioner the right to defer payments on that           
          note if petitioner fails to receive payments from RTS under                 
          petitioner's lease of the equipment to RTS.  Amounts so deferred            
          become due and payable to Proz when, and to the extent that,                
          petitioner receives such payments from RTS.  In any event,                  
          petitioner must pay all deferred amounts no later than                      
          December 31, 1999.  No interest accrues on amounts so deferred.             
               Petitioner acquired the telecommunications equipment subject           
          to the loan agreement and the U.S. Telephone lease.                         






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