William and Arlene G. Kingston - Page 5

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            being represented by various installment notes, which were                                
            nonrecourse obligations of Charterhouse and were secured by the                           
            Initial Equipment.                                                                        
                  On or about March 29, 1985, Hambrose purchased the Initial                          
            Equipment from Charterhouse for $474,415, subject to the liens of                         
            the original third-party lenders, the original purchaser, and the                         
            end user leases.  This $474,415 purchase price was payable as                             
            follows:  $23,000 in cash on May 8, 1985, and $451,415 by an                              
            unsecured installment note.  Concurrent with Hambrose's purchase                          
            of the Initial Equipment from Charterhouse, Hambrose leased back                          
            the Initial Equipment to Charterhouse pursuant to the terms of a                          
            wrap lease (Initial Equipment Wrap Lease), which provided for                             
            fixed rent, payable in four consecutive annual installment                                
            payments of $153,212 each, with the first payment due on                                  
            March 31, 1986.                                                                           
                  On or about March 29, 1985, the partnership purchased the                           
            Initial Equipment from Hambrose for $474,415 subject to all the                           
            liens of the original third-party lenders, a lien on and security                         
            interest in the Initial Equipment in favor of Hambrose, and                               
            subject to the user leases and the Initial Equipment Wrap Lease.                          
            This $474,415 purchase price was payable as follows:  $1,000 in                           
            cash on the closing in October 1985; $27,000 in cash on or before                         
            December 31, 1985; and a $446,415 promissory note (secured by the                         
            Initial Equipment) that was payable in four consecutive annual                            





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