Bill L. and Patricia M. Spencer - Page 16

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               acceptance of Spencer of Florida as the Assignee of and                
               Successor in Interest to the Purchasers.                               
          The Florida Purchase Agreement contained a clause pertaining to             
          certain accounting and consulting services to be provided to SPC-           
          FL by SSI and Mr. Spencer.  In exchange for the performance of              
          required monthly financial accounting services, SPC-FL agreed to            
          pay SSI a monthly fee of $1,800.  Additionally, the parties                 
          agreed that SPC-FL would retain either SSI or Mr. Spencer to                
          provide management consulting services at a monthly fee equal to            
          the compensation paid by SPC-FL to either Mr. Schroeder or the              
          highest paid employee of SPC-FL, whichever is greater.  Both of             
          these arrangements were to be in effect as long as there was any            
          debt outstanding to the seller, SSI.                                        
               Unlike the SPC-SC transaction, no cash was paid at closing.            
          Payment for the acquired assets consisted solely of a $1,150,000            
          promissory note (the S/S/S note), dated August 8, 1990, issued by           
          the purchasers.  Pursuant to the S/S/S note,15 the purchasers               
          agreed to pay SSI $1,150,000 with interest at the rate of 10                
          percent per year in 120 equal installments of $15,197.33.  The              
          first payment was due and payable on September 1, 1990.  The                
          S/S/S note contained the following acceleration clause:                     
                    Without notice, the Lender may declare all amounts                
               due and payable pursuant to this note immediately due                  
               and payable, if the Borrowers (or any one of them):                    

          15   As stated previously, the original documents relating to               
          this transaction are unavailable.                                           

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