Haas & Associates Accountancy Corporation - Page 5




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          individually agreed, for a period of 36 months, not to compete                 
          with Haas and Haas & Associates (i.e., not to solicit any of the               
          180 clients transferred to Haas and to Haas & Associates), and DP              
          and Petrie nominally agreed to provide limited “transitional”                  
          consulting services to Haas and to Haas & Associates relating to               
          the 180 clients.                                                               
               In the separation agreement, the fair market values of DPH                
          as a corporation (as of December 1, 1992), of Haas’ stock                      
          interests in DP, of the 180 clients transferred to Haas, of the                
          180 client files, of the covenant not to compete, and of the                   
          right to receive consulting services were indicated as follows:                

                    Item                                 Value                           
                    DPH as a Corporate Entity            $1,830,079                      
                    8.26% Stock Interest in                                              
                    DP Transferred to Haas               151,165                         
                    18.26% Stock Interest in DP                                          
                    Transferred by Haas to DP            334,087                         
                    180 Clients Transferred to                                           
                    Haas and Haas & Associates           334,087                         
                    180 Client Files                     10,000                          
                    Covenant not to Compete              190,000                         
                    Right to Receive Consulting                                          
                    Services                             63,500                          

               Under the terms of the separation agreement, the receipt by               
          Haas of the additional 8.26-percent stock interest in DP was to                






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Last modified: May 25, 2011