Timothy J. and Joan M. Miller - Page 8

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               The restructuring of the line of credit was undertaken on              
          December 30, 1992.  On that date, Huntington extended a $1                  
          million revolving line of credit to petitioner personally (the              
          Miller/Huntington Loan) on a full recourse basis.  To evidence              
          the indebtedness, petitioner personally executed a loan                     
          agreement, security agreement, and full recourse promissory note            
          in favor of Huntington.5  On the same day, petitioner extended a            
          $1 million revolving line of credit to MMS (the MMS/Miller Loan).           
          To evidence the indebtedness, MMS executed a loan agreement,                
          security agreement, and promissory note in favor of petitioner.6            
          Petitioner drew down $750,000 of his credit line under the                  
          Miller/Huntington Loan, lent it to MMS pursuant to the MMS/Miller           
          Loan, and MMS in turn used the proceeds to pay the outstanding              
          balance of the MMS/Huntington Loan.  On its records, Huntington             
          recorded the MMS/Huntington Loan as satisfied in full by virtue             
          of a $750,000 principal payment on December 30, 1992.                       
               Both the Miller/Huntington and MMS/Miller Loans were due on            
          December 31, 1993, and carried the same interest rate as the                
          MMS/Huntington Loan (one-half point above Huntington's prime                
          rate), with interest payable monthly and advance payments of                
          principal permitted.  The Miller/Huntington and MMS/Miller Loans            


               5 Unless otherwise indicated, reference to the                         
          Miller/Huntington Loan encompasses all three of these documents.            
               6 Unless otherwise indicated, reference to the MMS/Miller              
          Loan encompasses all three of these documents.                              




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