Nathan P. and Geraldine V. Morton - Page 12

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             paid-in capital by the number of shares outstanding after                
             the acquisition (i.e., paid-in capital as of January 31,                 
             1989, $439,056, divided by total shares outstanding on the               
             same date, 7,200).  The cash portion of the purchase price               
             was paid with retained earnings from old SWI and the                     
             proceeds of debt incurred by new SWI.  Prior to the Dubin                
             Clark purchase, SWI had virtually no long-term debt.  After              
             the buyout, SWI had approximately $5 million in outstanding              
                  The Dubin Clark purchase was completed on January 31,               
             1989.  Messrs. Jacobson and Henochowicz received a total of              
             $279,000 in contingent payments based upon operating income              
             for the fiscal year ended on June 30, 1990.  In January                  
             1991, SWI repurchased 1,423,787 of the shares held by                    
             Messrs. Jacobson and Henochowicz for $4,416,000 in cash.                 
             SWI also purchased Messrs. Jacobson's and Henochowicz's                  
             rights to future contingent payments for a total of                      
             $4,098,000 in cash.                                                      
                  Dubin Clark was a sophisticated investor with a                     
             proven record of successfully managing the growth of its                 
             acquisitions.  After acquiring SWI, Dubin Clark implemented              
             a plan to expand the company.  Dubin Clark's original plan               
             was to open one or two new stores per year and become                    
             dominant in certain regional markets.  This would have                   
             allowed Dubin Clark to withdraw excess cash from the                     

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