Jean W. Lange and Jeanne P. Lange - Page 6

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          shares of common stock from Elmer's estate.  Later, petitioner              
          appointed his son to be a director of Madison.  Petitioner and              
          his son amended the resolution to increase, by 250 shares, the              
          number of preferred shares that were to be redeemed by Madison.             
               On February 21, 1991, petitioner and his son held another              
          directors' meeting.  At this meeting, they authorized the                   
          issuance of 2,000 shares of Madison common stock to petitioner in           
          exchange for a reduction in Madison's debt owed to him.                     
               Elmer's heirs filed a lawsuit in the Iowa District Court for           
          Madison County, alleging petitioner had breached a fiduciary duty           
          owed to Madison shareholders by authorizing the issuance of the             
          2,000 shares of common stock to himself, and by attempting to               
          have Madison redeem the common and preferred stock from the                 
          heirs.  Petitioner counterclaimed, seeking various remedies                 

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