Bill L. and Patricia M. Spencer - Page 10

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          3, 1987, to SSI as payment for the assets acquired in the                   
          Carolina transaction.  Mr. Spencer and Mr. Boozer agreed to pay             
          SSI $900,000 with interest, from June 1, 1987, at a rate of 10              
          percent per year in 120 equal monthly payments.  As was the case            
          with the bank loan, Mr. Spencer and Mr. Boozer were jointly and             
          severally liable on the S/B note.                                           
               The S/B note was fully subordinated to the $250,000 bank               
          loan, and payments were to commence on the first day of the month           
          following satisfaction of the bank loan.8  The S/B note was                 
          secured by (1) a first security interest in the acquired assets,            
          subject only to the bank loan, and (2) by an assignment of all of           
          the issued and outstanding common stock of SPC-SC, also                     
          subordinate to the bank loan.  Finally, the S/B note contained              
          the following acceleration clause:                                          
               AND maker hereby agrees that if at any time any portion                
               of said principal or interest shall be past due and                    
               unpaid, the whole amount evidenced by this note shall,                 
               at the option of the holder thereof, become immediately                
               due, and said holder shall have the right to institute                 
               any proceedings upon this note and any collaterals                     
               given to secure the same, for the purpose of collecting                
               said principal and interest, with costs and expenses,                  
               or of protecting any security connected herewith.                      
          Organization of SPC-SC                                                      
               SPC-SC was incorporated on June 1, 1987.  The total capital            
          investment in SPC-SC was $1,000, represented by capital stock               

          8    Pursuant to the terms of the $900,000 promissory note (S/B             
          note), interest would continue to accrue and would be added to              
          the principal each month until the bank loan was paid in full.              

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