Lester L. and Susan P. Samford - Page 4




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          consisting of a $6,540,000 promissory note and $60,000 in cash.             
          The closing of the offering was conditioned on SLA purchasing the           
          film and entering into a distribution agreement.                            
               Under the “amended partnership agreement” (hereinafter the             
          partnership agreement), the “term of the Partnership shall                  
          commence upon the recording of the Certificate of Limited                   
          Partnership.”  The partnership agreement stated that SLA would              
          not purchase the film unless subscriptions of $2,500,000 had been           
          accepted.  If the capital contributions of the limited partners             
          were less than the total subscription amount, the general partner           
          could accept contributions from other persons, “and such persons            
          shall be admitted as Limited Partners”.                                     
               The Subscription Agreement provided that the offering would            
          terminate on the earliest of (1) the date the general partners in           
          their sole discretion determined, or (2) the outside date, July             
          1, 1982.  The general partners had the authority to extend the              
          outside date to August 5, 1982.  Under that agreement the limited           
          partners, however, could waive any of the conditions in that                
          agreement or in the Memorandum.                                             
               On July 30, 1982, SLA filed a Certificate of Amendment of              
          Certificate of Limited Partnership with the State of New York.              
          The certificate listed the limited partners of SLA and the amount           
          of their contributions.  The certificate indicated that all 50              
          units had been purchased and listed contributions totaling                  






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