Bemidji Distributing Co., Inc. - Page 8




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          would include any amount the purchaser paid for Mr. Langdon's               
          covenant not to compete and/or consulting agreement.5                       
               Pohle Partners subsequently appraised BDC at almost $2                 
          million.                                                                    
               Minutes of the annual meeting of BDC's board of directors on           
          April 18, 1991, reflect the following:                                      
                    The president [Mr. Langdon] reported that Pohle                   
               Partners have approximately ten firms interested in                    
               acquiring Bemidji Distributing Company.  An appraisal                  
               of the sale value of Bemidji Distributing Company has                  
               been made by Pohle Partners and it is in the                           
               neighborhood of two million dollars.  The president                    
               feels that an offer to prospective buyers of the amount                
               of the appraisal is satisfactory and has accepted the                  
               figure.                                                                
                                                                                     
          An information package was prepared by Pohle Partners for                   
          potential purchasers.  With respect to the nature of business and           
          franchise and territorial protections, the package states:                  
                    This is an opportunity to acquire a prosperous                    
               beer distribution business in a broadly based,                         
               progressive market with the brands of the second                       
               largest national brewer, Miller Brewing Company, which                 
               together with products of other suppliers, provides                    
               excellent brand diversification.                                       
               *     *     *     *     *     *     *                                  


               5In its letter dated July 19, 1990, to Mr. Langdon, Pohle              
          Partners enclosed the following fee schedule:                               
                    Purchase Price                                                    
          Over          But Not Over   Fee                                            
          *     *     *     *     *     *     *                                       
          1,000,000     2,000,000      $50,000, plus 4 percent of                     
                                             excess over $1,000,000                   
          2,000,000     3,000,000      $90,000, plus 3 percent of                     
          excess over $2,000,000                                                      





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