Bill L. and Patricia M. Spencer - Page 14

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          sell its Florida pest control companies in order to consolidate             
          operations and motivate management.  The foregoing transactions             
          (collectively, the SPC-FL transactions) are described in detail             
          Florida Transaction                                                         
               On August 8, 1990, the purchasers entered into an agreement            
          (the Florida Purchase Agreement) to purchase, as of August 1,               
          1990, certain assets of SSI, Art Brown Pest Control, Inc., Reese            
          Pest Control Co., and Reese Pest Control Co. of Vero Beach                  
          (collectively referred to as SSI)13 in exchange for $1,150,000.             
          This transaction is sometimes referred to herein as the Florida             
          transaction.  SSI engaged in the pest control business in and               
          around Sanford, Melbourne, and Vero Beach, Florida.  Mr. Spencer            
          drafted the original documents relating to the Florida                      
          transaction.  Those documents, however, were lost in a move and             
          are therefore unavailable.  Redrafted copies of the purchase                
          agreement and promissory note were submitted into evidence.                 
               Pursuant to the Florida Purchase Agreement, the purchasers             
          assumed liabilities in the amount of $124,351.98, and acquired              
          (1) tangible assets in the amount of $172,392.16, and (2)                   

          13   The record does not disclose the exact relationship between            
          SSI, Art Brown Pest Control, and the Reese entities; it appears,            
          however, that SSI either owned or controlled such entities.  Both           
          petitioners and respondent have characterized this transaction as           
          between SSI and the purchasers, and we accept such                          

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