Foretravel, Inc. - Page 12

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            stopped sending financial statements to Chrysler First                                         
            consistently.  Chrysler First requested and received Northwest's                               
            financial statement and realized that Northwest's liabilities far                              
            exceeded its assets.  Chrysler First notified Nicholson and                                    
            threatened to close Northwest and take over the remaining assets.                              
            Neither Nicholson nor Northwest had the funds to pay Chrysler                                  
            First and, in October 1988, Nicholson contacted Franklin and told                              
            him that Northwest was in trouble because he was "out of trust".                               
            Nicholson used proceeds from sales of consigned coaches, as well                               
            as coaches sent by petitioner, to pay operating expenses instead                               
            of paying the consignee or petitioner.  Chrysler First called                                  
            Franklin and told him that petitioner, as guarantor, would have                                
            to make good on the lines of credit.                                                           
                  Franklin and Wilcox traveled to Coeur d'Alene, Idaho, to                                 
            assess the situation at Northwest.  Northwest had no record of                                 
            its coach inventory, its parts inventory was overstated and                                    
            disorganized, and the administrative offices were in disarray.                                 
            After 3 or 4 days in Idaho, Wilcox and Franklin returned to                                    
            Nacogdoches, Texas.                                                                            
                  Chrysler First demanded $345,000 immediately, and on October                             
            10, 1988, petitioner agreed to lend Northwest $345,000, which                                  
            Northwest applied to the Chrysler First loan guaranteed by                                     
            petitioner.  Moore, in his capacity as vice president of                                       
            Northwest, gave petitioner a 1-year, interest-bearing promissory                               






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