Custom Chrome, Inc. and Subsidiaries - Page 10

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                    Funds Received Relating To     Amount                             
                    Outstanding Stock             $16,750,000                         
                    Covenant Not to Compete       5,000,000                           
                    Petitioner’s Taxes             2,589,759                          
                                        Total     $24,339,759                         

               Also, upon closing of the LBO on August 25, 1989, under                
          separate agreements that were referred to as bonus and                      
          noncompetition agreements, a total of $1.25 million was paid to             
          Panzica, Battistella, and Navarra.  As stated, in years prior to            
          the LBO, these individuals generally had been underpaid by                  
          petitioner for their services to petitioner, and an understanding           
          existed between Cruze and these individuals that, if Cruze ever             
          sold his stock in petitioner, an effort would be made to pay                
          these individuals additional compensation for their prior                   
          services rendered to petitioner.  Accordingly, in the                       
          negotiations with JC Investors, Cruze emphasized that he wanted a           
          total of $1.25 million to be paid to Panzica, Battistella, and              
          Navarra in recognition for their services in prior years.  In the           
          negotiations, however, JC Investors was hesitant to pay the                 
          employees $1.25 million.  Cruze then offered to have $1.25                  
          million reduced from the $18 million that tentatively had been              
          agreed to be paid to him by JC Investors if this $1.25 million              
          would be paid to Panzica, Battistella, and Navarra for their                
          services in prior years.  Petitioner and JC Investors agreed to             
          this reduction and, as indicated, under the final agreement that            

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