Nathan P. and Geraldine V. Morton - Page 11

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             dominant force in its market and wanted to expand the                    
             company.  Although their corporate contacts and experience               
             in retail sales and distribution provided a significant                  
             benefit to SWI, Messrs. Jacobson and Henochowicz were both               
             aware that they lacked the experience and capital necessary              
             to expand the company.  Accordingly, Messrs. Jacobson and                
             Henochowicz sold their SWI stock to Dubin Clark in January               
             1989, although they continued working for the company after              
             Dubin Clark's acquisition.                                               
                  Dubin Clark's purchase of SWI was structured as a                   
             stock purchase followed by a merger.  Old SWI was merged                 
             into new SWI, and new SWI was the surviving entity.  In                  
             exchange for their stock in old SWI, the selling share-                  
             holders were to receive a total of $5 million in cash, the               
             right to purchase approximately 27 percent of the stock of               
             new SWI for $60.98 per share, and contingent annual cash                 
             payments for 5 years following the sale equal to 30 percent              
             of the company's operating profit in excess of $4 million                
             per year.  One-half of the contingent payments was                       
             designated as "incentive compensation" to insure the                     
             continuing involvement of the selling shareholders in the                
             management of SWI.  The other half was designated as "earn-              
             out" payments.                                                           
                  SWI calculated the $60.98 price per share that the                  
             former owners paid for the stock of new SWI by dividing                  

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