About two years ago, myself and the key person of a 17 yr old admin firm resigned as the owner was making a major change in his affiliation (insurance) and insisting his pension people go with. We did not want to do this, so resigned. Since we were the key people, etc., he ultimately sold us the business and closed the company. Originally he had some ridiculously high price he wanted us to pay and we refused...the files were not worth that much plus the clients could provide us copies if we asked. The bottom line was that we bought 'the files' for only 5% of his original asking price. Granted we were in a great situation, but I think you need to stand tall and not let the old coot wear you down on his stories on how valuable he is, etc. I totally agree with Robin on retaining professionals to determine a value and the last poster (sorry can't remember name) on the avenue to go...non-compete and deferred income. Clients are buying you, the person...anyone can run an annual valuation, prepare 5500's etc. - it's the intangibles such as top notch service, etc. that separate the men from the boys.