Charles B. and Teresa A. Thompson, et al. - Page 11

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          it that they thought that they had something to risk on the                 
          money, and it wasn't worth the time."                                       
               On July 13, 1987, Von Allmen wrote identical letters to                
          Beaurline and Holliday proposing that 1-year employment                     
          agreements and 5-year noncompete agreements be executed by them             
          concurrently with the purchase of the outstanding shares of State           
          Supply.  The agreements stated that the purchase price of the               
          stock was $6 million.  Von Allmen proposed that Beaurline and               
          Holliday would each be paid $17,540 per month the first 24 months           
          and $23,040 per month for the last 36 months for a total of                 
          $1,250,000 each for the noncompete agreements.  The attorneys for           
          the parties to the acquisition, Philip Kaplan (seller's attorney)           
          and Terry Doverspike (buyer's attorney), negotiated the terms of            
          the noncompete agreements in correspondence dated July 30, August           
          12 and 20, and September 25, 1987.  During the course of these              
          negotiations, Kaplan was able to secure a stock pledge agreement            
          and reduce the period of the noncompete agreement from 5 years to           
          3 years.  On October 29, 1987, State Supply and Beaurline and               
          Holliday executed identical documents entitled "Non-Compete                 
          Agreement."  Under the noncompete agreements, Beaurline and                 
          Holliday agreed (among other things) "not to directly or                    
          indirectly enter into the business of distributing beauty                   
          supplies, or any business or branch of business similar to the              
          type of business conducted by the Employer [State Supply] at the            
          date of this Agreement, within the states of Oklahoma, Arkansas,            

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