Lapham Foundation, Inc. - Page 3




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          Storage was owned 50 percent by the Laphams1 and 50 percent by an           
          unrelated shareholder.  During 1991, the Laphams lent $806,000 to           
          Estate Storage.  Monthly payments of principal and interest at              
          the rate of 10 percent were made until 1993, at which time the              
          balance was renegotiated with interest at 8 percent.                        
               In 1994, the Laphams purchased the interest of the unrelated           
          shareholder and lent an additional $1 million to Estate Storage.            
          This loan was consolidated with the earlier obligation, and                 
          monthly payments of principal and interest at 8 percent continued           
          until the balance was again renegotiated on December 30, 1998.              
          Following such renegotiation, the obligation was memorialized in            
          a promissory note in the face amount of $1,554,244.  The maker of           
          the note was Estate Storage, and the Laphams were the named                 
          payees.  The note bore interest at the rate of 7.75 percent per             
          annum, payable in quarterly interest-only installments of                   
          $30,113.48.  The principal was due in full no later than December           
          30, 2013, and the note could be prepaid without penalty at the              
          option of Estate Storage.  The instrument was executed by Mr.               
          Lapham in his capacity as president of Estate Storage.  Estate              
          Storage holds a second-to-die life insurance policy sufficient in           



               1 The record in this case indicates that, at least as of               
          late 1999, the Laphams’ interests in Estate Storage were in fact            
          held through their respective revocable living trusts.  For                 
          convenience, we adopt the convention, employed with some                    
          frequency throughout the administrative record, of simply                   
          referring to the Laphams in their individual capacities.                    





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