This episode provides clarification to the difference between an inside note and an outside note.  In an ESOP transaction there will be two types of notes created when the transaction occurs.  This episode is part 1 of 2 episodes.  The first part explains the background of the terminology as it relates to why these two types of notes exist.  The majority of this episode deals with the inside note and its use in releasing shares to employees as well as IRS code section 404 and limits applied as well as implications related to related to future repurchase liability.  In addition, this episode covers how the tax benefits get created in the analysis of an ESOP from the structure of the inside note.