Heritage Auto Center, Inc. - Page 6

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          deal with Mr. Spedding, the deal fell through, because Ford Motor           
          Co. had rejected Mr. Spedding as a potential franchisee.  Mr.               
          Richardson, Mr. Turner, and Mr. Blewett rejected Mr. Wright's               
          initial offer.                                                              
               After this first meeting, Mr. Richardson, Mr. Turner, and              
          Mr. Blewett decided that they would return to their hometown,               
          examine the financial statements of Mr. Wright's companies in               
          more depth, and schedule another appointment with Mr. Wright.               
          Mr. Richardson, Mr. Turner, and Mr. Blewett also had to decide              
          who would run the Totem Lake dealerships if they did consummate a           
          purchase from Mr. Wright.  Before going back to continue                    
          negotiations with Mr. Wright, Mr. Richardson, Mr. Turner, and Mr.           
          Blewett asked Mr. Zellner if he would be interested in running              
          the Totem Lake dealerships.  Mr. Zellner indicated that he was              
          interested in running the dealerships.                                      
               At the end of February or the beginning of March 1988, but             
          prior to March 4, 1988, Mr. Richardson, Mr. Turner, Mr. Blewett,            
          and Mr. Zellner (sometimes the buyers), along with William Hyde,            
          counsel for the buyers, went to Washington to negotiate with Mr.            
          Wright.  The negotiations were primarily between Mr. Wright and             
          Mr. Richardson.  The negotiations did not result in a purchase              
          agreement, because the purchase price requested by Mr. Wright was           
          too high for the buyers.                                                    
               Before leaving Washington, Mr. Richardson and Mr. Blewett              
          decided to make one more attempt to reach an agreement with Mr.             




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