Sharewell, Inc. - Page 8




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          a judgeship in early November 1990 and did not render advice or             
          assistance in the transaction.)  The Purchase Agreement, executed           
          on December 20, 1990, between Forest (on behalf of Sharewell) as            
          buyer and Wagner as seller, provided that Wagner would tender his           
          4,000 shares, constituting 50 percent of the outstanding shares             
          of Sharewell, and that Sharewell would pay to Wagner "As                    
          consideration for the tendering of the [4,000] shares" the                  
          $1 million in cash; $300,000 in receivables from SDI; and the               
          life insurance policy noted above.  The Purchase Agreement made             
          no mention of a covenant not to compete.                                    
               One day later, on December 21, a Certificate of                        
          Participation evidencing Wagner’s $300,000 participating interest           
          in the Bank’s loan to Sharewell was executed by Wagner and the              
          Bank (Certificate of Participation).                                        
               Twelve days subsequent to the execution of the Purchase                
          Agreement, on January 1, 1991, after Forest had had the                     
          opportunity to examine other noncompete agreements to ascertain             
          their terms and the Christmas holiday had intervened, Forest (on            
          behalf of Sharewell) and Wagner executed a letter agreement                 
          denominated a "Non-Compete Agreement" (Noncompete Agreement)                
          drafted by Forest.  In the Noncompete Agreement, Wagner agreed:             
               not to engage or participate, directly or indirectly, in any           
               business located on any continent or in any country of the             
               world that is in competition with Sharewell.  The term of              
               this Agreement shall be for a period of three years                    
               beginning January 1, 1991 and ending January 1, 1994.                  





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