William R. & Carol Enyart - Page 5




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               Janet R. Griffiths in the face amount of One Million                   
               Dollars ($1,000,000.00) and will name the lending                      
               institution(s) holding liens on the equipment involved                 
               herein as beneficiary(ies) in the amount necessary to                  
               pay such liens.                                                        
                  *       *       *       *       *       *       *                   
                    5.  The parties further agree that, they will                     
               execute such other and further documents as are reason-                
               ably necessary to effect the sales and transfers con-                  
               templated herein.                                                      
               Pursuant to the agreement, Mr. Enyart selected $300,000                
          worth of certain assets owned by B&L (B&L equipment) as consider-           
          ation for his covenant not to compete with B&L.  (We shall refer            
          to Mr. Enyart’s covenant not to compete with B&L as Mr. Enyart’s            
          covenant.)  On August 20, 1992, pursuant to paragraph 5 of the              
          agreement, Mr. Enyart and B&L entered into a “BILL OF SALE AND              
          CONVEYANCE” (bill of sale and conveyance) which effected the                
          transfer of the B&L equipment from B&L to Mr. Enyart.  The bill             
          of sale and conveyance provided in pertinent part:                          
                    FOR VALUE RECEIVED, B & L Utility Contractors,                    
               Inc., an Ohio corporation (B&L), hereby BARGAINS,                      
               SELLS, CONVEYS, ASSIGNS and TRANSFERS unto William R.                  
               Enyart (Enyart) all items of equipment, including but                  
               not limited to motor vehicles, which are set forth on                  
               the list attached hereto and made a part hereof, marked                
               as “Attachment A”, subject to the following terms and                  
               conditions:                                                            
                    1.  Enyart is fully familiar with each item herein                
               conveyed and accepts same in an “as is, where is”                      
               condition, without warranty whether express or implied.                
                    2.  Enyart shall be fully responsible for and pay                 
               any and all cost and expense involved directly or                      
               indirectly in the conveyance, transfer and titling of                  
               such items, including but not limited to sales or                      





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