Estate of Morton B. Harper, Deceased, Michael A. Harper, Executor - Page 66




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          note was well covered by collateral.  Hence, while we acknowledge           
          that the level of coverage was not as great as Mr. Thomson may              
          have assumed, we remain satisfied that good coverage could                  
          appropriately be considered as a positive factor enhancing the              
          value of the subject note.                                                  
               We next address the factor involving personal guaranties,              
          about which the parties express significant differences.  Mr.               
          Cronkite indicated at trial that he was not aware of any personal           
          guaranties at the time he prepared his report, while Mr. Thomson            
          took guaranties into account in his valuation.  The record                  
          contains no guaranty agreement or document relating to either the           
          Marsh note or the $1 million note, and the notes themselves bear            
          no evidence of a guarantor.  Instead, guaranties are referred to            
          in several items of correspondence which passed between Mr. Marsh           
          and either decedent or Michael.  The first is an April 15, 1991,            
          letter from Mr. Marsh to decedent.  This letter adverts to the              
          new $450,000 promissory note and concludes with the following               
          paragraph:                                                                  
                    I am proceeding with the closing of the                           
               $1,000,000.00 loan to James Goldstein that will be                     
               adequately secured by a Note secured by Deed of Trust                  
               on real property.  I, of course, will have all the                     
               necessary personal guarantees, etc. on same.  If, for                  
               any reason whatsoever, this loan does not close within                 
               the next fifteen days, your funds will be returned to                  
               you upon demand plus 10 3/4% interest from April 15,                   
               1991.  If the loan closes, Morton B. Harper, Trustee of                
               the Morton B. Harper Revocable Trust Dated December 18,                
               1990, will be assigned, as collateral, a 45% interest                  






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