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exchange for 850 shares (85 percent) of the corporation's common
stock. Also on December 1, 1988, TG Associates Limited
Partnership (TG), a Connecticut limited partnership transferred
to Decision Holdings a third-party installment promissory note of
$3,389,592, its interests and obligations as lessee under a
lease, and its rights (but not obligations) under a remarketing
agreement. In turn, Decision Holdings transferred $51,000 cash
to TG and 150 shares (15 percent) of Decision Holdings common
stock.
The lease transferred by TG to Decision Holdings is dated
August 29, 1983, and was an agreement between Decisions Inc., a
Florida corporation, as lessor, and TG, as lessee, for an 84-
month term lease of certain computer equipment and peripherals.
The specific equipment that is the subject of the lease was not
used by TG but was subleased to various end users.
The installment promissory note was dated August 29, 1983
(the note). The payor was Solutions, Inc. (Solutions), a
Delaware corporation. TG was the payee, the note was in the
amount of $3,389,592 principal plus interest at the rate of 14
percent per annum and was payable over an 84-month period
commencing September 1, 1983, and continuing through August 1,
1990. The note states that Solutions and TG were parties to a
purchase agreement of the same date, pursuant to which TG sold
equipment to Solutions. Unless the context of the note indicated
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