Estate of Birnie M. Davenport, Deceased, Patricia L. Vestal, Personal Representative - Page 15

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            percent interest in the 3,220 shares of Hondo stock.  The court                              
            ordered, on February 14, 1983, that the coexecutors of                                       
            Elizabeth's estate were to assign and convey to Birnie her 50-                               
            percent interest in the described real and personal property.                                
                  In 1980, shortly after Elizabeth died, Birnie decided to                               
            transfer all of her 1,610 shares of Hondo stock, in approximately                            
            equal portions to her niece and two nephews.  In order to                                    
            transfer, among other items, the Hondo stock, Birnie entered into                            
            sales agreements with both Patricia Vestal and Gordon Davenport                              
            on July 2, 1980.  The sales agreements were dated July 2, 1980,                              
            but were executed by Birnie on September 26, 1980.  Pursuant to                              
            the sales agreements, Birnie sold 537 and 536 shares of Hondo                                
            stock to Gordon Davenport and Patricia Vestal, respectively.  As                             
            part of the sales agreements, Birnie, as seller, represented and                             
            covenanted that she was the sole owner of and had the right to                               
            sell all the shares of stock referred to in the sales agreements.                            
            In the sales agreements, Birnie, as seller, stated that the                                  
            shares of stock referred to in the agreements were not to be                                 
            disposed of except pursuant to the terms of the agreements.  In                              
            the sales agreements, Birnie promised to deliver good and                                    
            marketable title to the shares of stock referred to in the sales                             
            agreements.  By the terms of the sales agreements, Birnie                                    
            transferred to Patricia Vestal and Gordon Davenport the right to                             
            receive dividends paid after the date of the agreements with                                 
            respect to the shares of stock transferred and the right to vote                             




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