Lee D. Froehlich - Page 6

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               Robertson sold petitioner the rights to the Acura dealership           
          for the nominal sum of $1.  Petitioner submitted a business plan            
          to American Honda.  Subsequently, American Honda issued the Acura           
          dealership to petitioner.  The auto dealership, however, was                
          ultimately located in Calabasas, California.                                
               As a prerequisite to obtaining the Acura dealership,                   
          American Honda required petitioner to invest $806,000 in capital            
          assets. At that time, petitioner had no major financial                     
          obligations, and he possessed financial resources of                        
          approximately $250,000.  Petitioner expected to borrow the                  
          balance of the money needed to meet the $806,000 capital                    
          threshold.                                                                  
               Intially, petitioner contributed $209,163 in cash to the               
          auto dealership.  Of this amount, $196,921.05 was expended for              
          deposits, legal fees, signs and logos, office supplies, office              
          furniture, ceremony expenses, secretarial salaries, public                  
          relations, promotional expenses, and transfers to business                  
          accounts.  Petitioner also selected the location of the auto                
          dealership as well as the design, acquired approval from county             
          and State authorities, hired and trained staff, and engaged in              
          other preliminary matters.                                                  
               In petitioner's auto dealership's financial statement, his             
          cash contribution was reflected as "Other" in the category "Total           
          Current Assets".  Petitioner also contributed two automobiles,              





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