Carol M. Read, et al. - Page 5




                                        - 5 -                                         
               During the trial in the marriage dissolution action, Ms.               
          Read and Mr. Read reached an oral settlement agreement (marital             
          settlement agreement) which was read into the record in that                
          action on December 5, 1985.  The marital settlement agreement               
          provided in pertinent part:                                                 
               Wife [Ms. Read] agrees to convey to husband [Mr. Read]                 
               all of her stock in Mulberry Motor Parts, both voting                  
               and non-voting.  And for such stock, husband, or at his                
               option, Mulberry Motor Parts or the Aesop [sic] plan of                
               Mulberry Motor Parts agrees to purchase such stock at                  
               its appraised value of $838,724, such purchase to be                   
               closed within 60 days of this date and to be paid as                   
               follows:                                                               
                    First, $200,000 down to be paid in cash * * * the                 
               balance of $638,724 to be evidenced by promissory note,                
               to be signed by the purchaser but if the purchaser is                  
               other than William A. Read, to be guaranteed by William                
               A. Read, and bearing interest at the rate of nine                      
               percent, payable monthly, on the principal, due from                   
               time to time; and with the principal to be payable                     
               $50,000 after twelve months and $50,000 principal each                 
               year thereafter until the principal is paid in full,                   
               with the right of prepayment at any time without pen-                  
               alty, and such purchase to be secured by a security                    
               interest in the stock to be sold, but with husband                     
               retaining a full right so long as he is in compliance                  
               and not in default on such note, to control such stock                 
               and to vote it.                                                        
                         *    *    *    *    *    *    *                              
                    * * * Husband agrees to pay the wife as permanent                 
               periodic alimony the sum of $2,500 per month and con-                  
               tinuing until the death of the wife, the death of the                  
               husband, the remarriage of wife or wife's cohabitation                 
               with another man to whom she is not related by blood or                
               marriage on a continuing basis for 60 days or more.                    
               * * *                                                                  
                         *    *    *    *    *    *    *                              
                    * * * Additionally provided, however, that such                   





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