Tracy P. Streber, F.K.A. Tracy C. Parker, et al. - Page 14

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               A second, related agreement, entitled "Agreement" (the                 
          related agreement), also was executed on various dates in March             
          1981 by many of the same parties (including Teresa).  The related           
          agreement recites that it: “is made as an additional inducement             
          and consideration for the cash payments [$1,600,000] to Parker              
          and promissory notes to Bradish and in recognition that money has           
          been borrowed by Thoner, Murray and Chaky to obtain funds to                
          purchase the Bradish Group Interest.”  In essence, the related              
          agreement treats the $1,600,000 cash paid to Parker as a loan               
          with respect to which Parker never would repay principal but on             
          which he would pay interest for 4 years.  If he defaulted on his            
          obligation to pay interest, then he was obligated to pay                    
          liquidated damages.  The sole security for those liquidated                 
          damages was certain of the notes received pursuant to the                   
          assignment agreement, including the $2 million notes.                       
               Bradish endorsed one of the $2 million notes to the order of           
          Teresa, and he endorsed the other to the order of Teresa as                 
          custodian for Tracy.  The $2 million notes (so endorsed) were               
          received by Parker, who delivered them to Teresa sometime in                
          1981.  Teresa immediately placed the two $2 million notes in her            
          lock box at a bank.  Sometime after receiving the $2 million                
          notes, Teresa endorsed to Tracy the one held by her as custodian            
          for Tracy.                                                                  

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