Ronald and Barbara Kimmich - Page 6




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               On December 22, 1982, pursuant to the Purchase Agreement,              
          GCC and petitioner entered into the "Lease Agreement", whereby              
          petitioner leased the computer equipment back to GCC with a term            
          extending to December 31, 1991.  The lease payments followed the            
          payment schedule under petitioner's Buyer Acquisition Note.  The            
          Lease Agreement required GCC to make rental payments of $830 per            
          month for the first 36 months, then $11,792.70 for the next 72              
          months.  GCC also agreed to pay petitioner on December 31, 1982,            
          an additional sum of $1,240.71, as a per diem rental through that           
          date.  After December 31, 1986, GCC was to pay petitioner                   
          supplemental rent equal to 85 percent of the "net rentals" until            
          petitioner received $80,000.  After that, GCC agreed to pay                 
          petitioner 55.25 percent of the "net rentals" through the end of            
          the lease.                                                                  
               The Lease Agreement between GCC and petitioner contained a             
          broad indemnity clause providing, in part:                                  
               Lessee hereby agrees to assume liability for, and does                 
               hereby agree to indemnify, protect, save and keep                      
               harmless Lessor and Lessor's successors and assigns                    
               from and against, any and all claims, causes of action                 
               or liability (including liability for negligence or in                 
               strict tort), including legal fees, imposed on,                        
               incurred by or asserted against Lessor or any of                       
               Lessor's successors or assigns, in any way relating to                 
               or arising out of ownership, possession, use or                        
               operation of the Equipment; provided, however, that                    
               Lessee shall not be required to indemnify Lessor or                    
               Lessor's successors and assigns for loss or liability                  
               in respect of any unit of Equipment arising from acts                  
               or events which occur after possession of such unit of                 
               Equipment has been delivered to Lessor in accordance                   





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