Peters, Gamm, West & Vincent, Inc., Richard L. West, Judith L. West, Marc A. Vincent, Deborah S. Vincent, Gary L. Gamm and Connie F. Gamm - Page 5

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               In October 1986, the IMG partners received subpoenas from              
          the SEC that sought documents and testimony concerning the                  
          transactions involving ERG stock made around the time of the                
          tender offer.  The partners met with attorneys from various law             
          firms located in Wichita, Kansas, and Washington, D.C., to                  
          determine how best to respond to the subpoenas, to determine what           
          the implications were as to the firm or the individual partners,            
          and to ascertain what steps needed to be taken.  Initially none             
          of the partners knew that the investigation was specifically                
          targeting the conduct of Peters.                                            
               On December 23, 1986, an agreement was executed whereby Ivan           
          withdrew from the partnership.  Pursuant to such agreement, Ivan            
          received the value of his capital contribution, as well as a                
          commitment for one-sixth of the annual net income of the                    
          partnership or any successor to the partnership.                            
               On December 11, 1986,3 IMG was dissolved and replaced by               
          Peters, Gamm & West, Inc.  The corporation began conducting                 
          business in January 1987.  The corporation assumed all of the               
          partnership's assets, retained its clients, kept the same                   
          employees and place of business, and assumed all partnership                
          obligations and liabilities.  The business of IMG was                       


          3 PGWV's 1988 income tax return shows that the date of                      
          election as an S corporation was Dec. 11, 1986.  This conflicts             
          with the withdrawal agreement executed by the Investment                    
          Management Group on Dec. 23, 1986.  The validity of the S                   
          election is not in issue, nor is the validity of the partnership            
          withdrawal agreement.                                                       



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