Phillip M. Welch and Dorothy Ellen Welch - Page 6

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             agreement was drafted by Mr. Rahill's attorney, Mr. Dennis                
             Roberts.  The agreement provides as follows:                              

                  2.  Transfer of Accounts.  As of the effective                       
                  date of the Agreement, Welch agrees to assume the                    
                  accounting practice of Rahill.  The parties agree                    
                  that this practice is represented by the clients                     
                  contained in the list attached hereto as                             
                  "Schedule A".  Welch agrees to pay Rahill one                        
                  hundred percent (100%) of the average annual                         
                  gross revenues earned from the clients set out in                    
                  Schedule A.  The average annual gross revenues                       
                  being determined by actual revenues for a forty-                     
                  eight (48) month period, beginning with the                          
                  effective date of the agreement.  The amount paid                    
                  under this Agreement will be in consideration for                    
                  Rahill's cooperation and "Covenant Not to                            
                  Compete".  Future payments will be 25% of the                        
                  monthly receipts, payable on the tenth of each                       
                  month for a period of four years.  The final                         
                  payment will be due on the tenth day of the                          
                  forty-ninth month following the effective date of                    
                  the agreement. This final payment will equal one                     
                  hundred percent (100%) of gross revenues earned,                     
                  whether billed and collected or not, less the sum                    
                  of all payments previously made, during the                          
                  forty-eight (48) month period of this Agreement.                     
                       For the purposes of payments required by                        
                  this Paragraph, the term "Clients" shall also                        
                  include any new business entities or enterprises                     
                  entered into by present clients listed on                            
                  Schedule A, but only if such new business or                         
                  enterprise is owned by fifty-one percent (51%) or                    
                  more, or is controlled by the present clients or                     
                  client’s spouse or children.  Also, if any client                    
                  listed on Schedule A ceases to be a client during                    
                  the term of this agreement, and later becomes a                      
                  client again, such client's billing shall be                         
                  included for purposes of computing the payments                      
                  due under this Paragraph.                                            
                       Rahill shall transfer all his client files,                     
                  work papers, and other like items necessary for                      
                  an accounting firm to handle its clients, to                         
                  Welch.  Such assignment shall not include any                        
                  accounts receivable billed or unbilled, and                          
                  also not included in the assignment are any                          
                  liabilities existing or contingent of Rahill.                        




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Last modified: May 25, 2011