Carol M. Read, et al. - Page 7




                                        - 7 -                                         
          and adjudged in pertinent part that:                                        
                    1.  The marriage of Husband, WILLIAM A. READ, and                 
               Wife, CAROL ELIZABETH READ, is hereby dissolved.                       
                    2.  The Marital Settlement Agreement dictated into                
               the record before the Court on December 5, 1985, is                    
               ratified and approved by this Court and the parties are                
               ordered to comply with all terms of that Agreement.                    
                    3.  Wife shall sell and convey to Husband, or at                  
               Husband's election to Mulberry Motor Parts, Inc., or                   
               the ESOP Plan of Mulberry Motor Parts, Inc., all of the                
               outstanding stock which she holds in Mulberry Motor                    
               Parts, Inc., consisting of 1,200 shares of voting stock                
               and 12,000 shares of non-voting stock by February 5,                   
               1986.  As consideration, Husband, or at his election                   
               Mulberry Motor Parts, Inc., or the ESOP Plan of Mul-                   
               berry Motor Parts, Inc., shall pay to Wife simulta-                    
               neously with the conveyance of such shares, the sum of                 
               $200,000.  As additional consideration, Husband, or at                 
               his election Mulberry Motor Parts, Inc., or the ESOP                   
               Plan of Mulberry Motor Parts, Inc., shall deliver to                   
               Wife a promissory note in the principal amount of                      
               $638,724, which sum represents the balance of the                      
               purchase price to be paid for the stock.  The note                     
               shall bear interest at the rate of 9%, which interest                  
               shall be payable monthly beginning one (1) month after                 
               the date of the note.  The principal of the note shall                 
               be paid at the rate of $50,000 per year, the first                     
               payment shall be made twelve (12) months following the                 
               date of the note, and each year thereafter until the                   
               note is paid in full.                                                  
                    Husband or Mulberry Motor Parts, Inc., or the ESOP                
               Plan of Mulberry Motor Parts, Inc., as the case may be,                
               shall have right of prepayment without penalty.  The                   
               note delivered to Wife shall be personally guaranteed                  
               by Husband.                                                            
                    The sale of the stock by Wife and the unpaid                      
               balance for the purchase of the stock by Husband shall                 
               be secured by a security interest in the stock to be                   
               sold for which payments has [sic] not been made, with                  
               Husband retaining the full right to vote said stock and                
               control said stock so long as he is in compliance with                 
               the terms of this paragraph.  The amount of the secu-                  
               rity interest shall reduce pro rata as principal pay-                  





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