Bill L. and Patricia M. Spencer - Page 7

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          Purchase Agreement) to purchase, as of June 1, 1987, certain                
          assets of SSI, Efird's Pest Control Co. of Charleston, Inc.,                
          Efird's Exterminating Co., Inc., of South Carolina, and Efird's             
          Pest Control Co. of Greenville, Inc. (collectively referred to as           
          SSI), in exchange for $1,170,000 (sometimes referred to herein as           
          the Carolina transaction).3  The SSI entities engaged in the pest           
          control business in and around Summerville, Spartanburg, and                
          Greenville, South Carolina.  With the exception of the South                
          Carolina National Bank (SCNB) loan documents, discussed infra,              
          Mr. Spencer drafted all of the documents relating to the Carolina           
               Pursuant to the Carolina Purchase Agreement, Mr. Spencer and           
          Mr. Boozer assumed liabilities in the amount of $54,625.78, and             
          acquired (1) tangible assets in the amount of $70,768.81, and (2)           
          intangible assets in the amount of $1,153,856.97.4  The                     
          intangible assets acquired included (1) all of SSI's right,                 
          title, and interest in its pest control, lawn care, termite                 
          treatment, renewal bond accounts, and contract rights, as well as           
          (2) the sole and exclusive right to use the names "Efird's"                 

          3    The Efird's entities were operating subsidiaries of SSI.               
          4    For such intangible assets, Mr. Spencer and Mr. Boozer                 
          agreed to pay SSI $1,170,000, less the difference between the               
          tangible assets and liabilities assumed.  We note that respondent           
          does not contest the value of the intangible contract rights in             
          issue in the instant case.                                                  

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