Patrick C. Badell and Lillian A. Badell - Page 5




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          paid the expense.                                                           
               B&W deducted expenses for client costs of $24,680 for fiscal           
          year 1995 and $37,799 for fiscal year 1996.                                 
          D.   W.R. Kelso Co.                                                         
               1.   The Relationship Between Kelso and Badell                         
               William Kelso (Mr. Kelso) is the president and owner of                
          Kelso, an Indianapolis construction company.  Badell has known              
          Mr. Kelso since before 1992.                                                
               Kevin Blume (Blume) has been the secretary/treasurer of                
          Kelso since September 1993.  Badell has known Blume since about             
          1990 when Badell was corporate counsel for another company.                 
          Badell and Blume also know each other socially.                             
               2.   Legal Services Performed by B&W for Kelso                         
               Badell has performed legal services, involving mostly                  
          contracts and collection matters, for Kelso since 1992 or 1993.             
          B&W billed Kelso monthly for legal services rendered.  B&W billed           
          Kelso $43,998.86 for legal services provided from June 1994 to              
          October 31, 1996.  Kelso made four payments totaling $1,224.50 to           
          B&W for legal services provided from October 25, 1994, to October           
          14, 1996.                                                                   
               B&W usually sues clients whose payments are in arrears if it           
          believes the bill is collectible.  B&W did not try to collect               
          from Kelso from June 30, 1994, to October 31, 1996.                         








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