Clark D. and Janis L. Pulliam - Page 8

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                    Deckard could purchase up to 49% of the Oblong                    
                    location, after a spin-off from Pulliam Funeral Homes,            
                    P.C., into Pulliam-Deckard Funeral Chapel, P.C., in               
                    which Clark D. Pulliam would be the sole stockholder,             
                    and from which up to 49% of the stock could be sold to            
                    Earl L. Deckard.                                                  
                    It was decided to use Vanderlyn R. Pine and Associates            
                    to do the appraisal and all fees and costs associated             
                    with the spin-off and sale would be borne by the buyer            
                    and seller on a 51-49 split.                                      
                    It was further agreed that January 1, 1992 would be the           
                    preferred target date to coincide with Calendar year-             
                    end and that progress towards that sale would be easily           
                    accomplished.                                                     
                    A sale price to be established by appraisal will be               
                    agreed to in writing by the parties and all accounting            
                    and legal matters resolved prior to sale.                         
               After the July meeting, Mr. Pulliam provided his                       
          accountants, Kemper CPA Group, and his lawyer, Mr. Tedford, with            
          information and data, and requested that they plan the                      
          transactions and prepare the necessary written agreements.                  
               Mr. Pulliam, his attorney, and his accountants agreed on the           
          spin-off and other transactions before the formation of Chapel              
          and the distribution of all its stock to Mr. Pulliam.  He                   
          selected and contacted the appraiser, Vanderlyn R. Pine.  He was            
          billed for the $5,950.76 appraisal fee.  He contacted and hired             
          the attorney, Mr. Tedford, and the accountants, Kemper CPA Group.           
          Mr. Tedford had three conferences with Mr. Pulliam between                  
          December 2, 1991, and February 28, 1992.  Mr. Tedford had no                
          contacts with Mr. Deckard during that period.  All of the                   
          agreements were prepared by Mr. Tedford.  All of the agreements             





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