Maude G. Furman, Donor, Deceased, and Estate of Maude G. Furman, Deceased, Robert G. Furman, Executor - Page 9

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          Northwestern University School of Law in 1959.  Mr. Tishler's               
          primary area of practice is franchising, in which he has been               
          engaged since 1962.  Mr. Tishler has represented many well-known            
          franchisors, including Dunkin’ Donuts and McDonald's, among                 
          others.  Mr. Tishler has also represented numerous franchisees of           
          Burger King and Church's Fried Chicken.  In the 1960's and                  
          1970's, he represented Burger King franchisees in the acquisition           
          of more than 100 restaurants.  Mr. Tishler began his                        
          representation of FIC in 1966 or 1967.  Both Messrs. Tishler and            
          Shillington had assisted FIC in the making of its decision to               
          allocate $200,000 of the purchase price of the 1976 Purchase to             
          the Territorial Agreement.                                                  
          D.   1980 Gift                                                              
               By 1976, when the Territorial Agreement was executed, BKC              
          had adopted a new policy requiring that corporate franchisees be            
          operated by a shareholder with voting control of the corporation            
          (the Control Requirement).  FIC did not then satisfy the Control            
          Requirement, but Robert made an oral promise to BKC to acquire a            
          controlling interest in FIC.  Despite Robert's promise, no such             
          action was taken until 1980, when BKC demanded that Robert                  
          acquire voting control of FIC.  To satisfy BKC's demand, on                 
          February 2, 1980, decedents each transferred by gift 6 shares of            
          FIC's common stock to Robert (the 1980 Gifts).  By the time of              
          the 1980 Gifts, neither of decedents was actively participating             
          in the day-to-day management or operations of FIC.                          




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