Jean W. Lange and Jeanne P. Lange - Page 7

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          including specific performance of the redemption and the sale of            
          600 Madison preferred shares from Elmer's estate.2                          

               2The counterclaims are as follows:                                     
                    Defendants/Counterclaim Plaintiffs Jean W. Lange                  
               and Gene C. Lange [petitioners' son], for their coun-                  
               terclaims against Beth Thomas Lange, Mary Beth                         
               Williams, and Martha Jane Lange, state:                                
               *    *         *    *         *    *       *                           
                           COUNT I:  DECLARATORY JUDGMENT                             
               *    *         *    *         *    *       *                           
                    16.  A present controversy exists among the                       
               parties regarding the legal effect of certain actions                  
               taken by Madison Holding Co., the Estate of Elmer F.                   
               Lange, Beth Thomas Lange, Mary Beth Williams, Martha                   
               Jane Lange, Jean W. Lange, and Gene C. Lange, including                
               but not limited to:                                                    

               a.   whether the agreement for the sale of 600 shares                  
                    of Madison Holding Co. preferred stock to Jean W.                 
                    Lange is valid and enforceable;                                   
               b.   who owns the stock of Madison Holding Co. held by                 
                    Elmer F. Lange before his death;                                  
               c.   whether the stock certificate forms signed by Beth                
                    Thomas Lange purportedly as President of Madison                  
                    Holding Co. are valid;                                            
               d.   whether the noticed redemption by Madison Holding                 
                    Co. of 1,054 common shares and 1,750 preferred                    
                    shares is valid;                                                  
               e.   whether the consideration for the 2,000 shares of                 
                    common stock issued to Jean W. Lange of February                  
                    21, 1991 was adequate and whether said issuance                   
                    was consistent with the rights of all concerned;                  
               f.   whether the bylaws of Madison Holding Co. create                  
                    enforceable rights in favor of Madison Holding Co.                

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