PK Ventures, Inc. and Subsidiaries, et al. - Page 83

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          crediting a liability account, “Due to Summit Trust”, and                   
          debiting an asset account, “Due from Shareholders”.                         
               Also on or about August 20, 1987, PK Ventures and Zephyr               
          agreed to enter into a Management and Guaranty Inducement                   
          Agreement.  Under the terms of the Management and Guaranty                  
          Inducement Agreement, PK Ventures and Zephyr agreed that                    
          PK Ventures would provide certain management services to Zephyr,            
          guarantee certain debts of Zephyr and the Zephyr purchasers, and            
          indemnify Mills with respect to his existing guarantees of                  
          Zephyr’s debt.  In connection with the Management and Guaranty              
          Inducement Agreement, PK Ventures agreed to guarantee the                   
          following:  (1) $500,000 of the purchase price to be paid by the            
          Zephyr purchasers for Zephyr’s stock; (2) payment of the amounts            
          due under Zephyr’s promissory note to NCNB National Bank of                 
          Florida in the original principal amount of $2,615,000;                     
          (3) payment of the amounts due under Zephyr’s promissory note to            
          Southeast Bank, N.A., in the principal amount $950,000; and                 
          (4) liabilities that Zephyr incurred in the ordinary course of              
          its business.                                                               
               On or about November 23, 1987, Summit Trust approved a                 
          6-month renewal of the Summit Trust loan.  The terms of the                 
          renewal required that the principal balance of the Summit Trust             
          loan bear interest at a rate of 1.5 percent over the rate of the            
          $1 million certificate of deposit being held as collateral, that            






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