COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS.

SUPERIOR COURT C.A. NO. 92-7518

V & M MANAGEMENT CO., INC.

VS.

DEPT. OF PUBLIC UTILITIES,

THE-BOSTON GAS COMPANY, and

THE BOSTON EDISON COMPANY

And

BOSTON EDISON COMPANY

V & M MANAGEMENT, INC. and

JACK KEMP, AS HE IS SECRETARY OF

THE UNITED STATES DEPARTMENT OF

HOUSING AND URBAN DEVELOPMENT

Now comes plaintiff in counterclaim, Boston Edison Company, by its counsel, and hereby moves this Honorable Court for relief pursuant to Prayer 3 of its Complaint for Receivership (Count II of its Verified Counterclaim) filed herein, to wit:

That a receiver be appointed to conserve the assets of V & M Management, Inc., make all necessary payments on all outstanding obligations now due and payable of V & M Management, Inc. and for such other purposes as the Court may order.

As grounds therefor, Boston Edison Company states that V & M Management, Inc. is indebted to Boston Edison Company in the amount of $173,544.33 (One hundred seventy-three thousand, five hundred and forty-four dollars and 33/100) plus interest at the rate of 1 % per month from November 18, 1989 plus costs pursuant to a judgment recovered against it on November 17, 1989 (a copy of Boston Edison's execution is annexed hereto as Exhibit "A"), which judgment remains outstanding in its entirety. In light of the substantial amount owed by V & M Management, Inc. and the --defendant's failure to make payment toward the,outstanding judgment, Boston Edison Company believes that V&M Management, Inc. will continue to fail and refuse to pay the judgement recovered against it.

WHEREFORE, Boston Edison Company, by its counsel, respectfully requests that this Honorable Court grant Boston Edison Company relief pursuant to Prayer 3 of its Complaint for Receivership filed herein and appoint a receiver for V & M

Management, Inc.

BOSTON EDISON COMPANY

BY_

Lawrence J. Cohen

BBO No. 089610

Audrey LaRowe Nee BBO # 546431

BADGER, DOLAN, PARKER & COHEN

Two Oliver Street

Boston, MA 02109

(617) 482-3030

Victor Aronow

P.O. Box 3436

Phoenix, Az. 85030

(602) 829-1520

B.B. 0. No. 556352

Attorney for Plaintiff

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS

V&M MANAGEMENT, INC.

Plaintiff

vs

THE DEPARTMENT OF PUBLIC UTILITIES,

ET. AL.,

Defendants

and

JACK KEMP, AS SECRETARY OF THE UNITED

STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT,

Third-Party Defendant

No. CV 93-10285 WF

PLAINTIFF'S SUPPLEMENTAL MEMORANDUM

IN OPPOSITION TO DEFENDANT BOSTON EDISON'S

MOTION FOR APPOINTMENT OF RECEIVER

A. SUMMARY OF ARGUMENT

In January, 1993, Defendant Boston Edison requested the appointment of a receiver for the assets of Plaintiff V&M Management. Since that time, significant rulings by the Department of Public Utilities on July 13, 1993 [Exhibit A], and a audit and analysis of 52 months of billings and payments by the Goodman Group [Exhibit B], and an opinion letter by Bob Munro, CPA [Exhibit C] have substantially undermined any claim of the Defendant Boston Edison that the judgment upon which it relies is valid, or that the judgment