Heritage Auto Center, Inc. - Page 3

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          27 years.  During this time, Mr. Richardson had owned and                   
          operated dealerships which sold both domestic and imported                  
          vehicles.  Mr. Turner had been in the automobile dealership                 
          business for approximately 30 years.  During this time, Mr.                 
          Turner had been involved in the ownership and operation of                  
          several dealerships, and he had several positions with Ford Motor           
          Co.  Mr. Blewett had been in the automobile business for over 20            
          years.  Mr. Richardson, Mr. Turner, and Mr. Blewett, together,              
          had acquired and operated dealerships in Albuquerque, New Mexico;           
          Phoenix, Arizona; San Marcos, Texas; and San Antonio, Texas.  Mr.           
          Zellner had been in the automobile business for more than 25                
          years, participating in almost every aspect of running an                   
          automobile dealership.                                                      
               Prior to the years at issue, William T. Wright (Mr. Wright)            
          solely owned two Washington corporations, W-T-W, Inc. and Totem             
          Lake Suzuki, Inc., which operated two automobile dealerships in             
          Kirkland, Washington.  The automobile dealerships did business              
          under the names Totem Lake Ford-Toyota and Totem Lake Suzuki                
          (sometimes Totem Lake dealerships).  Among other things, Mr.                
          Wright had engaged in sales promotion and advertising for the               
          Totem Lake dealerships, including the recording and broadcasting            
          of local television commercials.                                            
               Prior to 1988, the Totem Lake dealerships and Mr. Wright had           
          suffered adverse publicity in the metropolitan Seattle,                     
          Washington, area.  More specifically, in 1985, Mr. Wright,                  




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