Estate of Pauline Welch, Deceased, Newton G. Welch, Jr. and Lois Welch McGowan, Co-Executors - Page 6

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          and Davidson County due to condemnation proceedings.  The                   
          provision in the aforementioned agreement reads as follows:                 
                    13.01  Replacement Property.  Buyer, [ISC and ESI]                
               represent[s] and warrant[s] to Sellers that one or more                
               of said entities plan to purchase real property to                     
               relocate the business of [ISC and ESI] once possession                 
               of said property is lost to the Metropolitan Government                
               of Nashville and Davidson County, Tennessee due to                     
               condemnation proceedings.  Buyer, [ISC and ESI]                        
               acknowledges that Sellers are relying upon the purchase                
               of said replacement property in order to secure the                    
               [$350,000] Promissory Note constituting part of the                    
               deferred payment to Sellers.                                           
               On May 31, 1994, ESI and the Metropolitan Development and              
          Housing Authority (Housing Authority) entered into a contract of            
          sale of real estate for the properties located at 213-215 5th               
          Avenue South and 301-307 5th Avenue South for $775,000.  Also on            
          May 31, 1994, ISC and the Housing Authority entered into a                  
          similar contract for the sale of properties located at 305 5th              
          Avenue South and 302 6th Avenue South for $550,000.                         
               ESI and ISC each made elections on their 1994 U.S.                     
          Corporation Income Tax Return, Form 1120, not to recognize gain             
          realized from the compulsory or involuntary conversion of                   
          property under section 1033(a)(2).  On its 1994 return, ESI                 
          elected not to recognize $701,161 in realized gain resulting from           
          a June 20, 1994, condemnation of its building and land.  On its             
          1994 return, ISC also elected not to recognize $465,250 in                  
          realized gain resulting from a June 20, 1994, condemnation of its           
          building and land.  In doing so, both corporations stated that              





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