Bill L. and Patricia M. Spencer - Page 8

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          and/or "Spencer Pest Control", trademarks, service marks, and               
          patents.  The Carolina Purchase agreement also included the                 
          following clause:                                                           
               Seller agrees and acknowledges that Purchaser intends                  
               to transfer the assets purchased and liabilities                       
               assumed hereby into a new South Carolina corporation to                
               be formed by Purchaser entitled "Spencer Pest Control                  
               Co. of S.C., Inc." and Purchaser agrees to pledge, and                 
               Seller agrees to accept, their capital stock in the new                
               company as partial security for their Promissory Note                  
               given to seller, as described above.                                   
               Additionally, SSI and SPC-SC had a verbal agreement pursuant           
          to which SSI was to continue to do the accounting for SPC-SC in             
          exchange for a fee of $600 per office, per month.  They also                
          agreed, verbally, that SPC-SC would pay SSI a consulting fee                
          equal to the amount paid to the highest paid officer of SPC-SC.             
               a.   Bank Loan                                                         
               Payment for the acquired assets consisted of $270,000 cash             
          and a $900,000 promissory note issued by Mr. Spencer and Mr.                
          Boozer.  On June 3, 1987, SPC-SC borrowed $250,000 of the                   
          $270,000 paid in cash from SCNB.  The loan (hereinafter referred            
          to as the bank loan) was to be repaid in 36 monthly installments            
          of $6,994.44, including principal and interest.5  The first                 

          5    Interest on the bank loan was set at SCN prime plus 1                  
          percent per year.  The bank defined "SCN prime" as the floating             
          rate of interest publicly announced from time to time by South              
          Carolina National Bank (SCNB) as its prime rate of interest.                

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