Lorvic Holdings, Inc. - Page 26

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            prepared a confirming appraisal for petitioner.  The report was                             
            intended to determine the value of the assets for purposes of a                             
            section 1060 allocation.                                                                    
                  In his analysis, Lee applied the discounted cash-flow method                          
            over the 5-year period covered by the agreements.  He calculated                            
            the cash-flow over the 5 years covered by the agreements under                              
            two scenarios: (1) Petitioner was protected by the agreements;                              
            and (2) where petitioner was harmed by the competition and                                  
            disclosure of information by Scherer.  Then, he determined the                              
            differences in the cash-flow which would be forgone in the                                  
            absence of the agreements.  Lee stated that the discounted                                  
            present value of the differential between the cash-flows in the                             
            foregoing scenarios was the fair market value of the agreements.                            
            In this appraisal, Lee assigned a value of $2 million for the                               
            covenant not to compete, and $1 million for the secrecy                                     
            agreement.                                                                                  
                  Finally, the Court recognized as an expert, Joseph H. Wildt                           
            (Wildt), an engineer with respondent.  He possesses an M.S. in                              
            valuation, and a B.S. in electrical engineering.  He acquired the                           
            master's degree in 1981.  Also, Wildt has attended numerous                                 
            courses presented by the American Society of Appraisers regarding                           
            business valuation.  Finally, Wildt had been a senior member of                             








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