be done as a practical matter? 4. You work for Modmfg as an internal accountant. Modmfg is a very successful sole proprietorship. During the year, Peter Proprietor sells his business, Modmfg, to Newton Owner. Owner asks you to stay on as internal accountant and you agree. At the same time, Proprietor wishes you to continue to prepare his personal tax returns, something you have done for fifteen years. When it comes time to prepare Peter Proprietor's personal return, you review the contract for the sale of the business. You notice for the first time that the contract drafted by Owner's attorney has allocated 100% of the purchase price to the tangible assets of the business, with no amount allocated to goodwill at all. You believe that this is an unreasonable allocation, so in reporting the gain on Proprietor's return, you allocate 50% of the purchase price to goodwill. You are not involved in the preparation of the personal return for Newton Owner, since that task is handled by the outside accountant who worked with Owner's attorney in drafting the contract for the purchase of the business. Approximately a year later, Proprietor receives a notice that he has been called in for an office examination for a review of the sale of the business. Proprietor asks you to represent him before the IRS in connec- tion with this audit. At the same time, your responsibilities at Modmfg have been growing and Newton Owner has just asked you to be its senior representative in dealing with the IRS in connection with a field audit that is about to be conducted of the operations of Modmfg. You realize that Proprietor's and Owner's interests are adverse as to the 1315