William Whelpley, Jr. - Page 9

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                  Mr. Flaherty sent a letter dated December 31, 1987,                  
             to Mr. Whelpley's attention at CPI regarding the advances                 
             Weeden had made in connection with the CPI project.  This                 
             letter states as follows:                                                 

                  Our auditors Spicer & Oppenheim, Certified Public Accountants, *     
             * * are now engaged in an examination of our financial statements as      
             of December 31, 1987.                                                     
                       In connection therewith, they wish to confirm the               
                  following details of your note(s) and the collateral held            
                  by us.                                                               
             Date                   Unpaid      Interest    Interest                   
             of Note    Due Date    Principal      Rate      Paid to                   
             12/28/87   On demand    $103,093     None       None                      
                       Please confirm the correctness or report any                    
                  differences by completing this form and returning it                 
                  directly to our auditors in the enclosed reply envelope.             
                       We would appreciate your cooperation in this matter.            
                                      Very truly yours,                                
                                      Weeden Capital Management, Inc.                  

                                      /s/ Thomas L. Flaherty                           
                                      Thomas Flaherty                                  
                                      Vice President                                   
                  The above information regarding our notes payable to you             
                  is correct except as stated below:                                   
                  Date__________ Signed___________________                             

             After a discussion with Mr. Flaherty, Mr. Whelpley signed                 
             the letter and returned it to Spicer & Oppenheim.  Based                  
             upon his discussion with Mr. Flaherty, Mr. Whelpley                       
             believed that Weeden would require repayment of the                       







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