Epic Associates 84-III, William C. Griffith, Jr. - Page 32




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                  Another condition under the purchase and leaseback                  
             agreement required Raldon to pay at closing the first full               
             month's rent for each of the properties plus the pro rata                
             portion of the monthly rent for the month of closing.  The               
             agreement provides as follows:                                           

                       Seller, as tenant, shall have * * * (ii)                       
                  paid to Purchaser, as Landlord, the first full                      
                  month's Adjusted Monthly Rental for each of the                     
                  Properties plus the pro rata portion of the                         
                  Adjusted Monthly Rental for the month during                        
                  which the Closing Date occurs.                                      

             We refer to this amount as the rent advance.                             
                  Finally, as a condition to closing, the purchase                    
             and leaseback agreement required Raldon to supply to                     
             the purchaser an appraisal that showed the value of the                  
             property and improvements equal to or greater than the                   
             purchase price.  The agreement provides as follows:                      

                  An appraisal of the Properties and improvements                     
                  prepared by a FNMA/FHLMC qualified appraiser                        
                  acceptable to Purchaser on a standard FNMA/FHLMC                    
                  form which shall reflect a value of the Property                    
                  and improvements equal to or greater than the                       
                  Purchase Price.                                                     

                  EPIC made the following internal cash-flow analysis                 
             of the transaction with Raldon:                                          









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