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<TABLE>
<CAPTION>
EXHIBIT 11
AGEMARK CORPORATION
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
<S> <C> <C> <C> <C>
SIX MONTHS ENDED
THREE MONTHS ENDED MARCH 31, MARCH 31,
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2000 1999 2000 1999
-------------- -------------- -------------- --------------
Weighted average common shares actually outstanding 1,000,000 1,000,000 1,000,000 1,000,000
January 1, 1999 at $1.10 per share 166,666 166,666
January 1, 1999 at $1.00 per share 43,750 43,750
---------- ----------
Total shares subject to options 210,416 210,416
Total assumed proceeds of exercise $ 227,083 $ 227,083
Number of shares assumed purchased at 5.97/share(1) 38,037 38,037
Net shares assumed issued at January 1, 1999 172,379 172,379
Net shares assumed issued prior to the period
attributable to stock options issued prior to the
period 187,987 187,987
Stock options issued November 10, 1999
At $1.00 per share 5,000 5,000
Assumed proceeds of exercise $ 5,000 5,000
Number of shares assumed purchased at 5.97/share(1) 838 838
Net shares assumed issued at December 1, 1999 4,162 4,162
Net shares attributable to options ceded during the
period
Quarter ended 12/31/99 -405 -405
Quarter ended 3/31/00 -1,399 -1,399
Stock options issued December 22, 1999
At $1.00 per share 3,000 3,000
Assumed proceeds of exercise $ 3,000 $ 3,000
Number of shares assumed purchased at 5.97 / share (1) 503 503
Net shares assumed issued at January 1, 2000 2,497 2,497
Weighted average common shares assumed outstanding for
period 1,192,843 1,172,379 1,190,906 1,086,189
<FN>
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(1) There is no market for the Company's shares. For computational purposes the
value assumed is the September 30, 1998 book value per share.
</FN>
</TABLE>
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