Phillip M. Welch and Dorothy Ellen Welch - Page 5

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                  blood pressure causing leakage or rupture of the aneurysm.           
                  His recovery time will entail approximately ten days to              
                  two weeks in the hospital and approximately six weeks                
                  further recovery at home.                                            
                  I hope that this letter answers your questions.                      
                  Please feel free to contact me if you desire further                 
                  information.                                                         
                  Sincerely,                                                           

                  Scott K. Lucas, M.D.                                                 
                  SKL:bp                                                               

             The surgery described by Dr. Lucas took place several days                
             later.  Mr. Rahill died during the operation.  Mr. Rahill                 
             was 65 years of age at the time of his death.                             
                  Before September 18, 1987, an accountant who was                     
             working for Mr. Rahill resigned to take a different job.                  
             Mr. Rahill approached petitioner and proposed that they                   
             share office space.  Mr. Rahill suggested that petitioner                 
             continue to practice accounting under his own name but                    
             help manage Mr. Rahill's accounting business.  Petitioner                 
             and Mr. Rahill did not reach agreement on this proposal.                  
                  On September 18, 1987, Mr. Rahill and petitioner                     
             entered into the subject agreement under which petitioner                 
             agreed to assume Mr. Rahill's accounting practice.                        
             Petitioner also agreed to pay 25 percent of the gross                     
             revenues earned from the 206 clients listed on a schedule                 
             attached to the agreement for a 48-month period.  The                     







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