Heritage Auto Center, Inc. - Page 5

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               Before the foregoing adverse publicity, the Totem Lake                 
          dealerships had been very profitable.  However, due to this                 
          adverse publicity, the dealerships sustained losses in 1986 and             
          1987.                                                                       
               In late January or early February of 1988, Mr. Richardson,             
          Mr. Turner, and Mr. Blewett were in the market to acquire a                 
          dealership in San Antonio, Texas.  While the group was in San               
          Antonio, Texas, investigating a possible purchase, Mr. Turner               
          received a call from Bobbie Koller (Ms. Koller), who was the                
          Western Regional Manager of Ford Motor Co.  Ms. Koller told Mr.             
          Turner that the Totem Lake Ford-Toyota dealership was in severe             
          financial trouble; furthermore, she wanted Mr. Richardson, Mr.              
          Turner, and Mr. Blewett to consider purchasing the dealership.              
               Mr. Richardson, Mr. Turner, and Mr. Blewett flew directly              
          from San Antonio, Texas, to Seattle, Washington, to examine the             
          dealership.  After arriving in Seattle, Washington, Mr.                     
          Richardson, Mr. Turner, and Mr. Blewett met directly with Mr.               
          Wright to discuss the possible acquisition of the assets of the             
          Totem Lake dealerships from Mr. Wright's corporations; they did             
          not want to purchase Mr. Wright's corporations because of the               
          potential liabilities against the corporations.                             
               At the time of this first meeting, Mr. Wright was offering             
          to sell the Totem Lake dealerships' assets for the same price he            
          had negotiated with another potential buyer, Douglas Spedding               
          (Mr. Spedding).  Although Mr. Wright had apparently reached a               




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