Frank J. & Ann M. Feraco - Page 5




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                    WHEREAS, Butler has, to date, loaned only a portion of            
               the total loan commitment, that portion loaned being Ten               
               Thousand Dollars ($10,000.00); and                                     
                    WHEREAS, Butler has not been given any certificates of            
               stock and, in fact, no transfer of stock to Butler has                 
               occurred; and * * *                                                    
                    WHEREAS, the Corporation and Butler believe that it is            
               in the best interest of the Corporation and Butler to                  
               terminate said Stock Purchase Agreement effective                      
               immediately;                                                           
                    NOW THEREFORE, IT IS AGREED AS FOLLOWS:                           
                    1.   TERMINATION DATE: The aforementioned Stock                   
               Purchase Agreement is hereby terminated effective                      
               immediately.                                                           
                    2.   RELINQUISHMENT OF INTEREST: For valuable                     
               consideration, the receipt of which is hereby acknowledged,            
               Butler hereby assigns, transfers, and conveys to the                   
               Corporation all of his right, title, or interest in said               
               Corporation, along with all of his right or option to                  
               purchase or receive common stock of the Corporation.                   
                    3.   REFUND OF STOCK PURCHASE PRICE: In consideration             
               whereof, the Corporation shall contemporaneously refund to             
               Butler, the receipt of which is hereby acknowledged that               
               portion of his loan to the Corporation which has been                  
               received by the Corporation to date, in the amount of Ten              
               Thousand Dollars ($10,000.00) with no interest to be paid;             
               and will pay all commissions due and owing to Butler for the           
               month of December of 1994.                                             
               As set forth in the August 24, 1993, Minutes of Southern               
          Auto, prior to the termination of the stock purchase agreement,             
          Frank, Thomas, and Bob, were to share any profit or loss of                 
          Southern Auto on a pro rata basis, one-third each.                          
               At trial, Frank claimed this agreement to share profits                
          meant they shared the gross profit on the cars, one-third each as           






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