Estate of Jack L. Bradley, Deceased, John S. Bradley, Successor Executor, C.T.A. - Page 5

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          lease.  This $419,132.00 purchase price was payable as follows:             
          $47,000.00 in cash on May 8, 1984, and in 85 consecutive monthly            
          installment payments of $6,287.99 each, with the first payment              
          due on April 1, 1984.  The purchase agreement between Hambrose              
          and Charterhouse contained the following provision:                         

               6.   Indemnification.                                                  
                    Seller will indemnify Purchaser and protect,                      
               defend and hold it harmless from and against any and                   
               all loss, cost, damage, injury or expense, including,                  
               without limitation, reasonable attorney's fees,                        
               wheresoever and howsoever arising which Purchaser or                   
               its subsidiaries or stockholders, or any of its, or                    
               their, directors, officers, agents, employees,                         
               stockholders or partners, may incur by reason of any                   
               material breach by Seller of any of the representations                
               by, or obligations of, Seller set forth in this                        
               Agreement or by reason of the Bulk Sales Laws of any                   
               jurisdiction. * * *                                                    
               Hambrose then leased back the initial equipment to                     
          Charterhouse pursuant to the terms of a wrap lease, which                   
          provided for 85 consecutive monthly rent payments of $6,287.99              
          each, with the first payment due on April 1, 1984.  Under the               
          wrap lease, the lessee waived "any right of set-off under state             
          or federal law, counterclaim, recoupment, defense or other right            
          which Lessee may have against Lessor or anyone else for any                 
          reason whatsoever".                                                         
               The lease agreement contained the following provision:                 









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