Nicole Rose Corp., formerly Quintron Corporation - Page 10




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               As restructured as of September 30, 1993, the lease payments           
          to be paid to Atrium during the 4-year renewal period were set              
          forth and described in what was referred to as a residual value             
          certificate (RVC).  Under the terms of the RVC, ABN would be                
          required to pay Atrium, on November 30, 1996, and on November 30,           
          1998, an unspecified amount equal to 200 percent of the fair                
          market value of the leased equipment, as of the two respective              
          payment due dates, in excess of specified base amounts of $5                
          million on the first date and $2 million on the second date.  In            
          other words, if the fair market value of the leased equipment as            
          of the specified dates did not exceed the stated base amounts for           
          the equipment, no payments would be due from ABN under the RVC.             
          Also, under the terms of the RVC, ABN expressly disclaimed any              
          warranty or representation regarding the present or future value            
          of the equipment.                                                           
               In connection with ABN’s, Atrium’s, and ultimately                     
          petitioner’s participation and acceptance of the terms of the               
          RVC, no appraisal was obtained of the fair market value of the              
          leased equipment as of September 30, 1993, and ABN, Atrium, and             
          petitioner relied on an incomplete and outdated appraisal of the            
          leased equipment made in 1991.  No credible effort was made to              
          establish, as of September of 1993, that the base amounts                   
          specified in the RVC were reasonable and that the RVC had any               
          foreseeable value.                                                          






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