John C. Archer and Nancy M. Archer - Page 4





                                        - 4 -                                         

               The following chart lists the provisions in parts 1 and 2 of           

          the agreement which benefit PAYS or petitioner:                             

          Provisions Which Benefit PAYS      Provisions Which Benefit Petitioner      
          Contained in part 1:         Contained in part 1:                           
          1.  PAYS gets petitioner’s 1001.  PAYS forgives petitioner’s $12,500         
          shares. (No value stated.)   debt to PAYS.                                  
          2.  Petitioner will pay the  2.  PAYS assumes petitioner’s $37,000 debt     
          $25,000 deductible for any   to Henry Steen, Jr. and Gates Steen.           
          payment made for a claim against                                            
          him under PAYS’ professional 3. PAYS will try to obtain a release of        
          lawyer’s liability policy.  (Nopetitioner’s guarantee of the PAYS note to     
          value stated.)               Chester Young, or will indemnify               
                                       petitioner against claims arising from         
          Contained in part 2:         that guarantee.  (No value stated.)            
          1.  Petitioner will not compete4.  PAYS will give petitioner three            
          with PAYS for tax collection computers.  (Stipulated value of $2,000.)      
          contracts, other than the two                                               
          assigned to him, for a period of5.  PAYS will indemnify against judgments      
          2 years (petitioner’s covenantarising out of a pending lawsuit unless        
          not to compete).  (No value  petitioner made the statement which is the     
          stated.)                     subject of the lawsuit.  (No value             
                                       stated.)                                       
          2.  Petitioner will make no claim                                           
          for any part of legal fees earned6.  PAYS gives petitioner an interest in       
          for services provided to Libertythe settlement of a certain lawsuit.           
          County before January 1, 1995(Stipulated value of $2,800.)                  
          (petitioner’s covenant not to                                               
          sue).  (No value stated.)    7.  PAYS releases petitioner from              
                                       liability as a guarantor of the firm's         
          3.  Petitioner will indemnify$100,000 line of credit.  (No value            
          PAYS and its shareholders andstated.)                                       
          directors from any claims                                                   
          resulting from his departure andContained in parts 1 and 2:                    
          the contract assignments.  (No                                              
          value stated.)               1.  PAYS assigns its collection contracts      
                                       with Liberty County and Trinity County to      
          4.  Petitioner will return allpetitioner.  (No value stated.)                
          PAYS property not specifically                                              
          given to him under the agreement.2.  PAYS will not sue petitioner or            
          (No value stated.)           Liberty County for cancelling or assigning     
                                       the Liberty County contract (PAYS'             
                                       covenant not to sue).  (No value stated.)      


               No specific items were given by one party to the agreement             

          for any specific items given by the other party.                            








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Last modified: May 25, 2011