Charles A. and Marian L. Derby, et al. - Page 34




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          "Western Region"23 for a weighted average of the medical                    
          specialties comprising SWMG, or 45.18 percent.                              
               The asset value was based upon a capitalization of excess              
          earnings approach.  In making his computations under the excess             
          earnings approach, Mr. Dutcher used the Narvco appraised value of           
          the tangible assets of the medical practices of the UHMG                    
          physicians who transferred their practices to SMG (namely,                  
          $1,156,733), as the value of SWMG's fixed assets.  Mr. Dutcher's            
          estimate of the business enterprise value of SWMG computed under            
          the excess earnings approach was $4,061,400.                                
               Finally, Mr. Dutcher used a market approach whereby he                 
          derived a business enterprise value for SWMG based on a                     
          comparison with price/earnings ratios of publicly traded health             
          care companies, with a 23.1-percent discount for SWMG's smaller             
          size, a 35-percent premium reflecting control, and a discount for           
          lack of marketability of 10 percent, resulting in an indicated              
          value of $4,076,400.  Weighting the three values in the manner              
          previously noted produced a business enterprise value of                    
          $4,088,450.                                                                 
               As noted, Mr. Dutcher treated the value of SWMG's intangible           
          assets as SWMG's business enterprise value ($4,088,450), less (i)           

               23 Mr. Dutcher's figures were taken from a "Physician                  
          Compensation Survey", based on data from a report by the Center             
          for Research in Ambulatory Health Care Administration, "Physician           
          Compensation and Production Survey:  1994 Report Based on 1993              
          Data".                                                                      






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