Sharewell, Inc. - Page 10




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          stock.  This entry was subsequently amended to reflect the                  
          allocation to a covenant not to compete.                                    
               At the time he sold his interest in Sharewell, Wagner wanted           
          some respite from the rigors of the day-to-day operations of the            
          company.  Both Forest and Fraser believed that Wagner wanted to             
          retire.  Wagner was 56 years old and in fair health.  He had been           
          diagnosed with a muscle disease 14 years earlier in 1976, but               
          this condition was controlled by medication to the extent that he           
          had at all times maintained a normal work schedule.  After                  
          leaving Sharewell, Wagner did not experience any significant                
          decline in health.  Wagner had substantial personal relationships           
          with important clients of Sharewell, many of whom had been                  
          brought in as customers by Wagner, and extensive contacts                   
          throughout the drilling industry. At least one such customer                
          indicated he would patronize Wagner if the latter started his own           
          business.  Wagner did not attempt to re-enter the drilling                  
          business during the period proscribed by the Noncompete                     
          Agreement.                                                                  
               On his 1990 Federal income tax return, Wagner reported $1.3            
          million of consideration received from Sharewell, minus basis of            
          $400, as capital gain.                                                      











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