P. David Musgrave and Barbara J. Musgrave - Page 6

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          Administrator of the Estate allowed Color Q's claim in the amount           
          of $190,000 as a claim against the assets of the Estate.                    
               In July 1988, a Stipulated Entry, reflecting the settlement            
          made in the April 28, 1988, hearing, was signed by all of the               
          parties to the case and entered in the Montgomery County Court.             
          The Stipulated Entry provided that Color Q and defendants JNANA,            
          the Estate, Teresa L. Jeffcott, petitioner, and the S Corporation           
          "in consideration of the mutual relinquishment between plaintiff            
          and each of the defendants of their respective legal rights and             
          defenses" agree as follows:                                                 
               1.   The Special Administrator of the Estate * * * allows              
               the claim of Color Q as to the assets of the Estate in the             
               amount of $190,000.                                                    
               2.   Defendant * * * [petitioner] acknowledges and agrees he           
               will make payment to Color Q in the amount of $190,000 in              
               the event the court in the Declaratory Judgment action [the            
               insurance suit] issues its order, judgment or decree that he           
               is entitled to the Insurance Proceeds.                                 
               3.   Defendant * * * [S Corporation] acknowledges and agrees           
               it will make payment to Color Q * * * in the amount of                 
               $190,000 in the event the court in the Declaratory Judgment            
               action [the insurance suit] issues an order, judgment or               
               decree that it is entitled to the Insurance Proceeds.                  
               4.   The defendant Teresa L. Jeffcott acknowledges the                 
               stipulations contained in this Entry to be valid, and agrees           
               that she accepts its terms, both individually and as natural           
               guardian and next of kin for her minor children.                       
               5.   Plaintiff, in consideration of the defendants'                    
               covenants and agreements as aforesaid, agrees to dismiss               
               with prejudice its Complaint in Case No. 87-4055 against all           
               defendants upon payment to Color Q * * * in the amount of              
               $190,000.  Plaintiff will bring no further action based upon           
               facts set forth in its Amended Complaint, and will discharge           
               each defendant from claims in the Amended Complaint.                   





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