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AGREEMENT

By and between:
FLORENCE W. HARRISS, Widow,
J. WELCH HARRISS, Single,
DAVID L. STANTON and wife,
LUCILLE C. STANTON,
CLARA COLE MILLIS and husband
H. A. MILLIS, JR., VIRGINIA ROGERS
SHERROD, Widow and CLARA VIRGINIA
SHERROD, a minor, by its guardian
WACHOVIA BANK AND TRUST COMPANY