Robert L. Whitmire - Page 10

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          Petunia from July 1980 to December 1982, matched Petunia’s                   
          monthly debt obligations owed to F.S. Venture under the                      
          Partnership Note.  From January 1983 through December 1989, F/S              
          Computer’s monthly rent payments of $35,935 that were payable to             
          Petunia slightly exceeded Petunia’s monthly debt obligations of              
          $35,690 owed to F.S. Venture under the Partnership Note.                     
               Pursuant to the lease agreement with F/S Computer, and in               
          addition to the lease payments mentioned above, Petunia also was             
          entitled to receive from F/S Computer, 40 percent of all net                 
          rental income until June 30, 1989, with respect to the end-user              
          lease after end-user lease payments had been applied to payments             
          due MHLC under the Alanthus Note.  Thereafter, Petunia was                   
          entitled to receive 90 percent of all net rental income with                 
          respect to the end-user lease until termination of the lease                 
          period.                                                                      
               At the time of the above transactions, F/S Computer and F.S.            
          Venture were wholly owned by Funding Systems Asset Management                
          Corp. (Funding).  Funding in turn was wholly owned by FSC Corp.              
          (FSC).                                                                       
               In order to induce Petunia to enter into the above purchase             
          and lease transactions with F.S. Venture and F/S Computer, FSC               
          unconditionally and on a full recourse basis expressly guaranteed            
          Petunia and its limited partners the full performance of all                 
          obligations of F/S Computer under F/S Computer’s leaseback of the            






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