Investment Research Associates - Page 449




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          to the extent of the amounts referenced in schedule B annexed                
          thereto.  Schedule B specifically provided that the payor's                  
          (Cedilla Invest.'s) "maximum aggregate amount" of personal                   
          liability was zero.  Further, and also under the terms of the                
          note, Cedilla Invest.'s only obligation with respect to payment              
          of the amounts due thereunder was expressly in the nature of a               
          "nonrecourse obligation", and the payee "shall look solely and               
          only to the Collateral for the payment and performance" of                   
          Cedilla Invest.'s obligations under the note.                                
               On December 22, 1986, Cedilla Invest. also purportedly                  
          purchased certain Wang-manufactured computer equipment and                   
          peripherals from Dard for a stated purchase price of $746,608.               
          This equipment had the same transactional history as the property            
          described above in the $3,615,100 transaction except that F/S                
          Computer Corp. was involved instead of Funding Systems                       
          International as the intermediary lessee.  The equipment in this             
          transaction was subject to several end user leases with various              
          entities located in North America.                                           
               The stated purchase price of $746,608 was, according to the             
          terms of the purchase agreement, payable as follows:  $3,700 cash            
          at the time of the execution of the agreement; a short-term                  
          promissory note payable on May 15, 1987, in the amount of                    
          $40,700; and a long-term "limited recourse" promissory note in               
          the amount of $702,208.                                                      






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