Bill L. and Patricia M. Spencer - Page 17

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                    a.   defaults in making payments on this Note                     
                         when due;                                                    
                    b    fails to timely pay any other                                
                         indebtedness owed to this Lender;                            
                    c.   dies or becomes incompetent;                                 
                    d.   creates, without express written                             
                         permission of the Lender, a second                           
                         security interest or lien upon any                           
                         collateral securing this note;                               
                    e.   if not an individual, is dissolved or is                     
                         a party to any merger or consolidation                       
                         or sells or otherwise disposes of all or                     
                         substantially all of its assets without                      
                         written consent of the Lender;                               
                    f.   becomes insolvent or files for                               
                         protection under any jurisdictional law                      
                         relating to bankruptcy, debtor relief,                       
                         or reorganization.                                           
               The purchasers were personally liable on the S/S/S note.               
          The S/S/S note was secured by (1) a first security interest in              
          the acquired assets, and (2) an assignment of all the issued and            
          outstanding stock of SPC-FL.                                                
          Organization of SPC-FL                                                      
               SPC-FL was incorporated on August 8, 1990.  The total                  
          capital investment in SPC-FL was $10,000, consisting of capital             
          stock issued at $1,000 to its shareholders and paid-in capital of           
          $9,000.  Following incorporation, SPC-FL was owned by the                   
          purchasers (sometimes also referred to as the SPC-FL                        
          shareholders) in the following proportions:                                 
                         Patricia M. Spencer      50%                                 
                         Joseph T. Schroeder      25%                                 
                         Sheryl S. Schroeder      20%                                 
                         Lewis E. Smith, Jr.      15%                                 

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Last modified: May 25, 2011