Bill L. and Patricia M. Spencer - Page 15

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          intangible assets in the amount of $1,101,959.82.14   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 "Art Brown Pest           
          Control", "Reese Pest Control", and/or "Spencer Pest Control",              
          including any trademarks, service marks, and patents owned by SSI           
          in the State of Florida.                                                    
               The Florida Purchase Agreement stated that the "Purchasers             
          have declared their intention to form Spencer Pest Control Co. of           
          Florida, Inc., * * * as the Assignee of and Successor in Interest           
          to the Purchasers' obligations hereunder."  The Florida Purchase            
          Agreement also contained the following clause:                              
               Purchasers agree to incorporate in the State of Florida                
               as Spencer Pest Control Co. of Florida, Inc., with                     
               capital shares to be allocated in the following                        
                         Patricia M. Spencer      50%                                 
                         Joseph T. Schroeder      25%                                 
                         Sheryl S. Schroeder      20%                                 
                         Lewis E. Smith, Jr.      5%                                  
               The above-referenced percentages shall represent the                   
               Purchasers' individual interest and responsibilities in                
               this Agreement until such time as Spencer Pest Control                 
               Co. of Florida, Inc., is incorporated, at which time                   
               all individual obligations of Purchasers to Sellers                    
               under this Agreement shall be accepted by Spencer of                   
               Florida.  Sellers acknowledge and agree to the                         

          14   As stated previously, respondent does not contest the value            
          of the intangible contract rights in issue in the instant case.             

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Last modified: May 25, 2011