Jerome J. and Beatrice A. Mack - Page 4

                                        -  -4                                           
          as the seller and by Mr. Moosbrugger, Mr. Ohlsen, and Ms. Dvorak            
          as buyers.  The purchase agreement stated in part as follows:               
                    WHEREAS, Seller is desirous * * * of selling his                  
               interest in the partnership known as Mack, Moosbrugger,                
               Ohlsen & Dvorak, and the Purchasers are interested in                  
               purchasing the ownership interest of Seller, said                      
               ownership interest being 27.5 percent of all of the                    
               assets hereinafter enumerated.  Seller and Purchasers                  
               agree that the assets of the partnership are as                        
               follows:  Building and parking lot located at 219 South                
               Third Street; work in progress including contingency                   
               fee files; accounts receivable; office furniture and                   
               equipment; the good will, name and reputation of the                   
               firm.                                                                  
                    NOW, THEREFORE, Seller and Purchasers herein agree                
               that Purchaser shall pay unto Seller the following for                 
               the purchase of the Seller's share in the above-                       
               entitled partnership:                                                  
                    1.   From January 1, 1986, through December 31,                   
               1986, Seller shall be paid $1,400 on the 15th and the                  
               30th of the month for a total of $2,800 plus payments                  
               of Seller's Blue Cross/Blue Shield for the same period                 
               of time.                                                               
                    2.   Ten (10) percent of the fee recovered from                   
               all of the cases enumerated on the list which is                       
               attached hereto and incorporated herein as Exhibit A.                  
                    3.   The furniture in Seller's office, including                  
               desk, chair, table and wastebasket.                                    
                    4.   Then (10) percent of the fee recovered from                  
               accounts receivable, namely:                                           
                         a.   Hurtt v. Hurtt, venued in Walsh County, North           
                              Dakota;                                                 
                         b.   Don Mack;                                               
                         c.   Duane Bye, specifically formation of a                  
                              corporation with regard to a Vibrosaun.                 
                    5.   In return thereto, Seller shall execute a                    
               Quit Claim Deed to the partnership on the office                       
               building and parking lot described above.                              






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