Whitman & Ransom, Maged F. Riad, Tax Matters Partner - Page 16

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                                       APPENDIX                                       
   Balance as of 1/1/93  Parson      Handler       Hahn    Sargent      Tilton        
   Permanent capital1   $128,244  $119,084       ---       $ 27,000  $110,000         
   Temporary capital2   42,439    50,023         $29,867   (61,657)       21,880      
   1993                                                                               
   Undistributed        (42,439)  (50,023)      (29,867)   ---       (21,880)         
   earnings                                                                           
   Draws3               (136,275) (111,150)      (74,250)  (30,000)  (38,089)         
   Payments for         (14,384)  (7,451)       (2,991)    (8,491)      (4,169)       
   partners4                                                                          
   Loan Interest/   (5,051)    (19,313)   ---     ---  ---                            
   Principal                                                                          
   Retirement plan   (9,934) ---   ---   (5,600)  ---                                 
   Capital withdrawal     --- ---   ---     ---     (22,000)                          
   Payment     --- 3,299   ---     ---  ---                                           
   Loan repayment     --- ---   ---     ---     (88,000)                              
   1994                                                                               
   Distributions  (93,509) ---   ---  (27,000)  ---                                   
   Draws (281,500) ---   ---     ---  ---                                             
   Payments for     (652) ---   ---     (838)  ---                                    
   partners                                                                           
   Loan Interest/  (43,074)    (12,429)   ---     ---  ---                            
   Principal                                                                          
   Retirement plan   (9,934) ---   ---     ---  ---                                   
   Capital repayment     ---    (31,868)   ---     ---  ---                           
   Assumption of loan     ---    (71,603)   ---     ---  ---                          
   1995                                                                               
   Payments for         ---       (432)          ---       (102)          ---         
   partners                                                                           
   K-1 Allocation - 1993142,542   (37,380)      (20,636)   19,733      (8,005)        
   K-1 Allocation - 1994282,769   (17,407)       1,526     1,485          4,045       
   12/31/94                                                                           
   Capital account balance  5(30,823)   6(186,739)     (96,351)(85,470)    7(46,138)     

        1 The partner’s contribution to the capital of the firm.                      
        2 This account was credited or charged with the partner’s share of W&R’s profit or
   loss.  After closing out the nominal accounts, i.e., Draws, Payments for partners, Retirement
   plan contributions, the balance was available for withdrawal by the partner.       
        3 Advances to the partners.  The agreement characterizes draws as advances against the
   current year’s distributable net income.                                           
        4 Items for a partner’s personal benefit, such as health, life and disability insurance
   premiums, personal telephone calls, postage, photocopies, personal travel, professional
   subscriptions.                                                                     
        5 We note that the stipulated capital account balance of ($30,823) is not the 
   calculated amount of ($40,758) from the table.  We assume this difference of $9,935 is due to
   an extra charge to Parson’s retirement plan.                                       
        6 We note that the stipulated capital account balance of ($186,739) varies from the
   actual calculated amount of ($186,650).  The parties do not explain this difference.
        7 We note that the stipulated capital account balance of ($46,138) varies from the
   actual calculated amount of ($46,218).  The parties do not explain this difference.




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