John T. Jorgl and Sharon Illi - Page 8




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          petitioners not to sign the document in the form presented.  He             
          told petitioners that “they would be okay with signing it if the            
          Shahs’ name [sic] were removed”.  Thereafter, in a subsequent               
          draft, Mr. Shah deleted any reference to himself and his wife.              
          This latter document provided that instead of not competing with            
          the Shahs, petitioners would not compete with Little Rascals.               
               The closing of the sale took place on July 30, 1993, in San            
          Jose, California.  Closing documents signed by the Shahs and the            
          trustee stated:  “Purchase price of stock (pay to Seller):                  
          350,000.00" and “Purchase price of Covenant Not to Compete (pay             
          to Seller):  300,000.00".  Also at the closing, petitioners alone           
          signed a separate document entitled “COVENANT NOT TO COMPETE” and           
          reading in its entirety as follows:                                         
               This agreement is between John Jorgl and Sharon Illi,                  
               who were officer’s [sic] of Little Rascals Child Care                  
               Centers, Inc. and Little Rascals Child Care Centers,                   
               Inc. regarding the sale of Little Rascals Child Care                   
               Centers signed on the 30th of July, 1993.                              
               The agreement is as follows:                                           
               1) John Jorgl and Sharon Illi will not compete with                    
               Little Rascals in the preschool/day care/school age                    
               children business; nor assist anyone else except the                   
               corporation and the buyer of Little Rascals within                     
               limits defined herein; nor have any interest, directly                 
               or indirectly, in such business except as an employee                  
               of the business being sold for a total of 5 consecutive                
               years within a 100 mile radius of the business (Little                 
               Rascals).                                                              










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