Ray W. and Marilyn S. Sowards - Page 21

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               not to exceed Ten Thousand ($10,000.00) Dollars per                    
               month.  The loans will be advanced weekly, and Ray                     
               Sowards agrees to provide System Two proof of receipt                  
               on a weekly basis in the form of a statement or invoice                
               for the weekly loaned amount.  The Checks will be                      
               payable to Wealth Preservation Assistance.                             
               Interest shall accrue at the rate of Ten percent per                   
               annum.  Robert Strong will reconcile the account                       
               balance at the end of each year with Ray Sowards.                      
               Robert Strong agrees that any and all liabilities, tax                 
               or otherwise, that arise from this memorialized                        
               transaction, will be born by System Two, Ltd. and/or                   
               Robert Strong personally.                                              
               The Loans and accrued interest shall be repaid                         
               according to the following terms and conditions:                       
               1.  Upon the retirement of Robert Strong on December                   
               31, 2001, Ray Sowards will take over the management of                 
               System Two, Ltd., and ownership of System Two’s                        
               Financial Services business, and repay the loans at the                
               rate of Ten Thousand Dollars ($10,000.00) per month,                   
               plus the accrued interest thereon, until the funds are                 
               depleted, limited to no more than twenty Per Cent (20%)                
               of the gross proceeds generated by the Financial                       
               Services Business.  In the event of the demise of                      
               Robert Strong after these payments begin, the balance                  
               will be transferred to a trust to be created by Ray                    
               Sowards, the terms and conditions of which are private                 
               between Robert Strong and Ray Sowards, and not to be                   
               disclosed.  The Payments to Robert Strong will commence                
               January 1, 2002.                                                       
               2.  Upon the Demise of Robert Strong prior to January                  
               1, 2002, the Account balance, at the time of demise,                   
               will be transferred to a trust to be created by Ray                    
               Sowards, the terms and conditions of which are private                 
               between Robert Strong and Ray Sowards, and not to be                   
               disclosed.  Payments to the created trust will be on                   
               the same basis as paragraph 1, above, beginning January                
               1, 2002.                                                               
               3.  Upon the demise of the Financial services Business                 
               of System Two, Ltd., or System Two, or loss of control                 
               of the business by Robert Strong, prior to January 1,                  
               2001, the Account balance, at the time of demise, will                 





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