Robert R. Plante and Mary B. Plante - Page 7

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               On December 20, 1991, petitioner and his attorney met with             
          the Hansens and their attorney.  After extended discussions,                
          petitioner entered into a stock purchase agreement (the                     
          agreement) wherein he agreed to sell his interest in BCBI to the            
          Hansens for $1,050,000 ($300,000 in cash, payable at various                
          dates, and a note from the Hansens and BCBI in the amount of                
          $750,000).  The purchase price was allocated as follows:                    
          $575,000 for all issued and outstanding stock of BCBI; $100,000             
          for petitioner's covenant not to compete; $75,000 for consulting            
          services to be provided by petitioner as described in the                   
          agreement; and $300,000 for the assumption of a lease and                   
          assignment of petitioner's option to purchase certain land near             
          the marina.                                                                 
               During the meeting that took place on December 20, 1991,               
          Mr. Hansen learned about petitioner's outstanding advances to               
          BCBI, which at the time amounted to $475,000.  Apparently, Mr.              
          Hansen was unaware that BCBI's books reflected a liability to               
          petitioner, and he insisted that any debt owed to petitioner be             
          eliminated.  Petitioner and the Hansens reached an understanding            
          as to how the outstanding advances were to be treated, as                   
          reflected in the following paragraphs in the agreement:                     
                    The shareholder, as the sole Shareholder and as                   
               President of the Corporation, hereby makes the following               
               representations and warranties which shall survive the                 
               Closing Date;                                                          

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