Gerald A. and Henrietta V. Rauenhorst - Page 5




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          outlined in the letter.  This letter of intent was signed by                
          Robert G. Burton, as chairman, president, and CEO of WCP.  The              
          letter was accepted by Ewel Grossberg, as chairman of NMG; by               
          Randolph K. Ginsberg, as president of NMG; by Jim Cooper, as vice           
          president of manufacturing of NMG; and by John Woodlock, as vice            
          president of finance of NMG.  On October 22, 1993, WCP’s board of           
          directors adopted a resolution to negotiate and to enter into the           
          agreement for the purchase of all the issued and outstanding                
          capital stock of NMG.                                                       
               On November 9, 1993, Arbeit executed an assignment of its              
          rights in the NMG warrant to four institutions:  (1) The                    
          University of St. Thomas; (2) Marquette University; (3) the Mayo            
          Foundation; and (4) the Archdiocese of St. Paul and Minneapolis,            
          Catholic Community Foundation.  The rights to purchase 772.14               
          shares of NMG class A common stock were allocated as follows:               
          (1) University of St. Thomas, 260.00 shares; (2) Marquette                  
          University, 130.00 shares; (3) Mayo Foundation, 190.00 shares;              
          (4) Archdiocese of St. Paul and Minneapolis, 190.00 shares; and             
          (5) Arbeit, 2.14 shares.  The donee institutions were                       
          organizations described in section 170(c)(2).                               
               On November 9, 1993, the general manager of Arbeit wrote a             
          letter to the chief financial officer of NMG requesting that the            
          warrant formally held by Arbeit be reissued to reflect the                  
          assignments and that the reissued warrants be delivered by mail             






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