Clark D. and Janis L. Pulliam - Page 10

                                       - 10 -                                         
                    P.C., which in turn will transfer said shares to its              
                    sole shareholder, CLARK D. PULLIAM.                               
                         3.   It is the intention of all parties hereto               
                    that no gain or loss for income tax purposes will be              
                    recognized in that said transaction shall constitute a            
                    "spin-off" pursuant to Section 355 of the Internal                
                    Revenue Code and accordingly it is agreed that the                
                    value of the assets transferred shall be their tax                
                    basis value as determined by Kemper CPA Group.                    
               An Agreement dated February 28, 1992, to be effective                  
          January 1, 1992, was signed by Mr. Pulliam and Mr. Deckard.  The            
          Agreement incorporated a Stock Purchase Agreement and an                    
          Employment Agreement.  The Agreement also provided, in pertinent            
          part, as follows:                                                           
                         WHEREAS, PULLIAM owns 100 percent (1000 shares) of           
                    the common stock of PULLIAM DECKARD FUNERAL CHAPEL,               
                    P.C., an Illinois Corporation; and                                
                         WHEREAS, DECKARD desires to purchase from PULLIAM,           
                    and PULLIAM desires to sell to DECKARD 49 percent (490            
                    shares) of the common stock of PULLIAM DECKARD FUNERAL            
                    CHAPEL, P.C., an Illinois Corporation.                            
                         NOW, THEREFORE, in consideration of the mutual               
                    covenants and undertakings of the respective parties              
                    hereto, it is agreed as follows:                                  
                         1.  DECKARD agrees to purchase from PULLIAM, and             
                    PULLIAM agrees to sell to DECKARD 49 percent (490                 
                    shares) of the common stock of PULLIAM DECKARD FUNERAL            
                    CHAPEL, P.C., an Illinois Corporation, for the sum of             
                    $789.00 per share, for a total of $386,610, payable by            
                    DECKARD to PULLIAM as follows:                                    
                              A.  $40,000 upon execution of this Agreement,           
                    the receipt and sufficiency of which is hereby                    
                    acknowledged.                                                     
                              B.  The remaining balance of $346,610,                  
                    together with interest thereon at the rate of 10                  
                    percent per annum amortized over a period of 15 years,            
                    shall be paid by DECKARD to PULLIAM in equal annual               
                    installments of $45,570.13, which includes principal              
                    and interest, beginning March 15, 1993, and the same              
                    amount on the same date of each year thereafter until             
                    March 15, 2002, at which time the entire remaining                
                    balance of principal and interest owing under this                
                    Agreement must be paid in full.  Payment shall be                 




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