Richard L. and Kelly D. Robson - Page 7




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               Principal plus accrued interest on YSB term loan;                      
               Payoff amount of vehicle loan;                                         
               Accounts Receivable;                                                   
               An additional amount equal to the excess of Accounts                   
               Payable over Accounts Receivable.                                      
               At the option of York State Bank and Trust Company,                    
               seller will assign all rights to leases for Fixed                      
               Assets (Office F and F), and execute a Bill of Sale for                
               Furniture and Fixtures.                                                
               Seller will assign all rights to Agency Contracts with                 
               insurance carriers.                                                    
          *      *       *       *       *       *       *                            
               All future commission income of the seller will be the                 
               property of the buyer with the exception of Life                       
               Insurance Commission and/or Renewals, which shall                      
               remain the property of the seller. * * *                               
               Dick Robson agrees to enter into an Agreement for                      
               Employment with York State Bank and Trust Company,                     
               d/b/a Mid-Nebraska Insurors.  Included in such                         
               Agreement shall be a non-competition clause covering a                 
               period of two years after termination of employment for                
               any reason, whether voluntary or otherwise. * * *                      
               York State Bank and Trust Company agrees with the                      
               Seller that for a period of three years an option will                 
               be granted the Seller to repurchase the assets covered                 
               under this agreement for a total equal to the                          
               unrecovered investment in the original purchase price                  
               plus a sum equal to 12% per annum for each year or part                
               thereof in which the York State Bank and Trust Company                 
               has any unrecovered investment. * * *                                  
               From September 8, 1992, until petitioner repurchased the               
          insurance agency in 1994, York operated an insurance business               
          under the name “Mid-Nebraska Insurors”.  When York acquired that            
          business, Mid-Nebraska owed liabilities of over $158,890, of                
          which it owed York $151,890 for loans and an overdraft in the               
          corporate bank account.  Following York’s acquisition of Mid-               





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