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“" ad fer respectively, told FOLEY’s attorney, ROBERT 5. KAUFMAN, that on December 1, 1977, or November 30, 1977, PRO ordered cash sent to him in New York from IPC/24 accounts, which they ve fused to do, and used the money for taxes, payrolls, and bills. _ The file contained an Agreement to Purchase, ( whereby Trident Consortium agrees to pay $100,000 per year for the period of 36 consecutive months beginning Betober i, 1977, and $50,000 per year for two years succeeding the third year of initial payments . A downpayment of $7500 was made on August 17, 1977, and by execution of this agreement, JAMES FOLEY and the owner on record of the entire 100,000 Outstanding shares of IPC gwhall transfer such shares to Trident Consortium Funding Corporation. He shall also execute and transfer 100,000 shares of the 24-Hour Lab Corr sation, both organizations organized under the lavs of gate of Florida. ( s . Contained in the agreement was a paragraph noting .. that in the event of any default of Trident Consortiun, the stock shall be returned to its original ownership within ten days of notification of such default. It should be noted that the payments should commence October 1, 1977. The agreement is signed JAMES FOLEY, officer of the corporation, FREDERICK P. PRO, - Director-USA, Trident Consortium, WILLIAM CAMERON, officer of the corporation, and two illegible signatures of witnesses. A second Agreenent to Purchase dated by signatures, October 28, 1977, states that FRED P. PRO agrees to purchase with responsibility the outstanding stock of an entity known as International Photograph Corporation and 84-Hour Lab Corporation. . Under the section, Payment Price and Teras, it is noted that the IPC is to be organized under the laws of the state of New York and shall act as Guarantor for