Timothy J. and Joan M. Miller - Page 9

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          contained the same limitation on advances as in the                         
          MMS/Huntington Loan; namely, advances could be made from                    
          Huntington to petitioner, and from petitioner to MMS, only with             
          respect to a maximum of $250,000 to cover MMS's construction                
          costs for diagnostic facilities under contract.  Pursuant to the            
          conditions imposed by Huntington in agreeing to restructure the             
          line of credit, the advances to petitioner under the                        
          Miller/Huntington Loan were deposited into a restricted account             
          in petitioner's name for transfer to MMS.  Similarly, when MMS              
          made a payment with respect to its obligation to petitioner under           
          the MMS/Miller Loan, such payment was required to be deposited by           
          petitioner into a restricted account and held in trust for                  
          Huntington.                                                                 
               As security for the MMS/Miller Loan, MMS granted petitioner            
          a security interest in the same collateral that had secured the             
          MMS/Huntington Loan; namely, all of its assets, including                   
          equipment, inventory, accounts receivable, etc.  In the security            
          agreement for the Miller/Huntington Loan, petitioner made a                 
          collateral assignment to Huntington of all of his rights under              
          the MMS/Miller Loan, including the promissory note executed in              
          his favor by MMS.  With respect to the promissory note, the                 
          Miller/Huntington Loan security agreement provided as follows:              

                    Timothy J. Miller ("Debtor") * * * hereby grants,                 
               pledges and assigns to The Huntington National Bank of                 






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