Self Heating and Cooling, Inc., Transferee - Page 7

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          obligations to the U.S. Government in the aggregate amount of               
          $163,014; and (3) $71,567 as the balance owed to Harleysville               
          National Bank.5                                                             
               On or about April 15, 1996, Self Oil and petitioner entered            
          into an assignment and assumption agreement (assignment                     
          agreement).  According to the assignment agreement, petitioner              
          assumed the following Self Oil obligations:  (1) $445,419 in                
          loans outstanding to Mr. Self, Sr., and his wife; (2) $56,567 in            
          loans outstanding to Harleysville National Bank;6  and (3)                  
          $163,014 in obligations to the U.S. Government with respect to              
          Self Oil’s guilty plea agreement.  Subsequently, Self Oil and               
          petitioner orally agreed that the consideration that petitioner             
          provided would comprise the following:  (1) Petitioner’s                    
          assumption of a portion of the debt Self Oil owed to Mr. Self,              
          Sr., and his wife totaling $262,986; (2) petitioner’s assumption            
          of fines and forfeitures Self Oil owed to the United States                 
          totaling $163,014;7 and (3) petitioner’s assumption of a portion            

               5The payments to Harleysville National Bank and to Mr. Self,           
          Sr., set forth in the agreements were based on projected                    
          collections of Self Oil’s accounts receivable being sufficient to           
          pay off Harleysville National Bank’s obligations in full and                
          repay Mr. Self, Sr.’s loan.                                                 
               6See supra note 5.                                                     
               7When Self Oil transferred its assets to petitioner, it owed           
          the United States $163,014 in fines and penalties that Mr. Self,            
          Sr., had guaranteed and petitioner paid.                                    

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