Fred L. Baker and Lisa A. Powers - Page 6

                                        - 6 -                                         
                    1.  Assignor will convey all his interest in the                  
               Partnership to the Assignee for the consideration                      
               listed herein.                                                         
                    2.  Assignor shall be relieved of fifty (50%)                     
               percent of his twenty (20%) percent interest of the                    
               liability to Citytrust (i.e. 50% of $1,200,000 =                       
               $600,000 x 20% = $120,000).                                            
                    3.  Assignor shall remain liable to Assignee and                  
               the Partnership for fifty (50%) percent of his twenty                  
               (20%) percent interest, (i.e. 50% of $1,200,000 =                      
               $600,000 x 20% = $120,000).                                            
                    4.  Assignee assumes the full liability therefor                  
               and will indemnify and hold Assignor harmless from any                 
               and all claims, liens, etc. in connection with the                     
               Partnership.                                                           
                    5.  This Agreement shall be binding upon and inure                
               to the benefit of the parties hereto and their                         
               respective heirs, successors and assigns.                              
                    IN WITNESS WHEREOF, the parties have hereunto set                 
               their hands and seals on the day and year first above                  
               written.                                                               

          This document was signed by petitioner and Mr. Allingham.  On               
          December 30, 1990, petitioner executed a quitclaim deed conveying           
          his interest in the property to Mr. Allingham for the stated                
          consideration of $1.  A copy of the quitclaim deed was attached             
          to the assignment of petitioner's partnership interest in Bass              
          Associates.                                                                 
               On petitioners' 1990 income tax return, they reported a loss           
          of $65,316 from the sale of petitioner's interest in Bass                   
          Associates.  In statement 7, attached to their return, the loss             
          is explained as follows:                                                    






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