A. Lee Petersen and INI Builders, Inc. - Page 5

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          Thereafter, payments were due based on percentage of completion,            
          with 25 percent of the balance due at 25 percent completion, 25             
          percent at 50 percent completion, 25 percent at 75 percent                  
          completion, and 25 percent due at 100 percent completion.  The              
          contract price for Shaktoolik II was $1,138,500, with payment               
          terms similar to those for Shaktoolik I.                                    
               On December 22, 1983, petitioner and Burke executed a buy-             
          sell agreement with respect to the shares of INI.  Petitioner               
          drafted the buy-sell agreement using a form provided by Mutual              
          Life Insurance Co. of New York (Mutual Life).  The buy-sell                 
          agreement required that upon the death of either shareholder, the           
          surviving shareholder would purchase, and the estate of the                 
          deceased shareholder would sell, the stock of the deceased                  
          shareholder at a price determined under article 3 of the                    
          agreement.  Article 3 of the agreement required semiannual                  
          valuation of the stock.  The purchase price of the decedent’s               
          stock was to be based on the most recent valuation unless more              
          than 1 year had elapsed since the valuation, in which case the              
          value of the decedent's stock would be determined, as of the date           
          of death, by agreement of the surviving shareholder and the                 
          estate, or by arbitration if they could not agree.                          
               Article 4 of the buy-sell agreement provided for the                   
          purchase of insurance from Mutual Life by each shareholder on the           
          life of the other, with the proceeds to be used to fund any                 





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