Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 28

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               Also on August 17, 1983, Paul, Mike, and Peter Brown took              
          several other actions related to the Brown family partnership.              
          First, Paul Brown assigned the $3.51 million promissory note from           
          Sawyer to the Brown family partnership.5  Second, Mike and Peter            
          Brown assigned the stock option agreement to the Brown family               
          partnership.  Third, Paul Brown gave 375 Brown family partnership           
          units to members of his family as follows:                                  
                    Donee                                 Units                       
                    Mike Brown                         20.00                          
                    Peter Brown                   187.50                              
                    Nancy Brown                                                       
                    (Mike's Wife)                      20.00                          
                    Katherine Brown Trust                                             
                    (Mike's Daughter)                    73.75                        
                    Paul H. Brown Trust                                               
                    (Mike's Son)                         73.75                        
                         Total                         375.00                         
          Fourth, Paul Brown sold 1,925 Brown family partnership units to             
          members of his family.  Each of those family members gave Paul              
          Brown a promissory note (partnership unit notes), bearing 9-                
          percent interest, for the partnership units they bought from him.           
          All principal and interest was to be due on December 31, 2001.              
          At that time, Paul Brown, if living, would be 93 years old.  The            



               5 Sawyer listed on a balance sheet for 1988 the 1983                   
          promissory note in the amount of $3.51 million as a note due to             
          the Brown family partnership.                                               




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