This agreement was entered into on September 24,1999, between WHY USA North America, Inc., a
corporation organized and existing under the laws of Wisconsin, with its principal place of business at 1421
North Broadway, Suite 108, Menomonie, Wisconsin, referred to as seller-corporation, Douglas A. Larson and
Ann Y. Larson, Emil A. Gluck and Joanne M. Gluck of Menomonie, Dunn County and David 0. Thomas and
Debora Thomas of New Auburn, Chippewa County, Wisconsin, referred to as seller-shareholders, and
Northwest Financial Group, Inc., a corporation organized and existing under the laws of Minnesota, with its
principal place of business at 1802 Wooddale Drive, Suite 100, Woodbury, Minnesota, referred to as buyer.
(1) Seller-shareholders own all of the outstanding shares of capital stock of seller-corporation; and
(2) Seller-corporation is engaged in the business of selling franchises for real estate brokerage businesses.
(3) Buyer desires to enter the real estate brokerage business nationwide, and to this end, desires to acquire the
shares of capital stock of seller- corporation on the terms and conditions set forth in this agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this agreement and other good and
valuable consideration, it is agreed as follows:
SECTION ONE SALE OF STOCK
On the terms and subject to the conditions set forth in this agreement, seller-shareholders agree to sell, transfer,
assign and deliver to buyer, and buyer agrees to purchase, all of the outstanding shares of capital stock of seller-
corporation, consisting of 3,000 shares of common nonpar stock.
SECTION TWO CONSIDERATION FOR STOCK
On the terms and subject to the conditions set forth in this agreement, buyer agrees to pay to seller-shareholders,
as the purchase of the shares of capital stock of seller-corporation, the sum of Two Million ($2,000,000.00)
Dollars as follows:
Fifty Thousand ($50,000.00) Dollars as nonrefundable earnest money at the time of