Clark D. and Janis L. Pulliam - Page 12

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                         3.  All costs relating to the formation and                  
                    organization of PULLIAM DECKARD FUNERAL CHAPEL, P.C.,             
                    an Illinois Corporation, including but not limited to             
                    all documents preparation expenses, all legal fees,               
                    accounting fees, real estate and income taxes,                    
                    appraisal fees, postage, fax charges, federal express             
                    costs, travel expenses and all other costs incurred               
                    shall be paid by the parties on a prorata basis in                
                    relation to their respective stock ownership.  Any of             
                    said expenses paid in advance by PULLIAM or PULLIAM               
                    FUNERAL HOMES, P.C. shall likewise be reimbursed to               
                    PULLIAM or to PULLIAM FUNERAL HOMES, P.C. on said                 
                    prorata basis.                                                    
                         4.  DECKARD agrees not to compete with PULLIAM or            
                    PULLIAM FUNERAL HOMES, P.C., under the same terms and             
                    conditions as are contained in Paragraph 7 of the                 
                    EMPLOYMENT AGREEMENT attached hereto and incorporated             
                    herein by this reference as Exhibit B.  For a period of           
                    three years from the date of this agreement, PULLIAM,             
                    individually and on behalf of PULLIAM FUNERAL HOMES               
                    P.C., agrees not to compete with PULLIAM DECKARD                  
                    FUNERAL CHAPEL, P.C., for funeral business in Oblong,             
                    Illinois.                                                         
                                   *   *   *   *   *   *   *                          
                         13.  This agreement shall be governed by the laws            
                    of the State of Illinois.                                         
               The $789 per share fair market value of Chapel's stock was             
          based on the appraisal report of Vanderlyn R. Pine dated January            
          9, 1992, which determined that the total fair market value of the           
          Oblong facility was $789,500.  The net taxable basis of the                 
          Oblong facility was $227,274.09 as of December 31, 1991.  Chapel            
          had total assets of $301,871, total liabilities of $43,124.56,              
          and retained earnings of $258,746.44 as of December 31, 1992,               
          according to a financial statement prepared by the Kemper CPA               
          Group.                                                                      
               On January 1, 1992, a spin-off of Homes' assets and                    
          liabilities with respect to the Oblong funeral home was                     




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