Timothy J. Coburn - Page 3

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               On April 15, 1997, to complete the loan transaction,                   
          petitioner executed the following three documents:  (1) A                   
          promissory note (the promissory note), (2) a stock pledge                   
          agreement (the stock pledge agreement), and (3) a stock transfer            
          power (the stock transfer power).  The promissory note, stock               
          pledge agreement, and stock transfer power are sometimes                    
          hereinafter referred to as the loan documents.  The promissory              
          note provided that the principal and interest were due and                  
          payable on the earlier of either April 15, 2000, or the date of             
          the registration of any shares of PhyMatrix stock received by               
          petitioner pursuant to an agreement dated May 3, 1996.  The                 
          promissory note further provided that petitioner would secure the           
          liability underlying the promissory note with the collateral.               
          The stock pledge agreement also provided that petitioner was                
          required to pledge the collateral as security for the liability             
          underlying the promissory note and set forth the rights and                 
          duties of petitioner and CareMatrix with respect to the                     
          collateral.  The stock transfer power provided that petitioner              
          sold, assigned, and transferred the collateral for value                    
          received.  At all relevant times, Abraham D. Gosman (Mr. Gosman)            
          served as Chief Executive Officer and Chairman of the Board of              
          CareMatrix and was responsible for the terms of the loan                    

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