Phillip M. Welch and Dorothy Ellen Welch - Page 9

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                  The agreement requires Mr. Rahill to assist petitioner               
             in the transfer of the client accounts.  The agreement                    
             provides as follows:                                                      

                  3.  Assistance in Transfer of Accounts  Rahill                       
                  does hereby agree to assist Welch [petitioner]                       
                  as reasonably needed subsequent to the effective                     
                  date of this Agreement in order to assure an                         
                  orderly and efficient transfer of accounts to                        
                  Welch.  Rahill will use his best efforts to                          
                  facilitate the transfer to prevent loss to Welch.                    
                       In return for the above consideration,                          
                  Rahill will be committed to spend 40 hours                           
                  maximum, to aid in the orderly transfer of                           
                  accounts to Welch. Any time required over and                        
                  above the forty (40) hours per month Welch will                      
                  pay Rahill at a mutually agreed rate per hour.                       

                  The agreement did not require petitioner to retain any               
             of the persons employed by Mr. Rahill.  At the time of the                
             agreement, Mr. Rahill employed Ms. Mary Ann Martin and                    
             Ms. Cathy Rahill, who is Mr. Rahill's daughter.  After                    
             entering into the agreement, petitioner hired both of these               
             persons and two additional employees:  Ms. Janet Ramsey, an               
             accountant, and Mrs. Dorothy Ellen Welch, petitioner’s wife               
             at the time, who performed bookkeeping tasks.  It appears                 
             from the record that all of these employees worked for                    
             petitioner during both of the years in issue.                             
                  After the agreement was executed, petitioner leased                  
             Mr. Rahill's office at 2809 Northwest Expressway directly                 
             from the landlord.  After moving, petitioner remodeled                    






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