Heritage Auto Center, Inc. - Page 12

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          to a maximum of 5 days a month, not to exceed 15 days a calendar            
          quarter.  Mr. Wright's right to receive $225,000 per year for the           
          consulting portion of the agreement was absolute and                        
          unconditional.  The buyers could terminate the agreement after 1            
          year, but the right to terminate was conditioned upon the buyers'           
          full payment of the entire $675,000 to Mr. Wright.                          
               Petitioner contends that the consulting portion of the final           
          agreement was necessary, because it needed Mr. Wright's                     
          assistance in dealing with Toyota.  In fact, following the                  
          purchase of the assets of the Totem Lake dealerships, Mr. Wright            
          did provide consulting services to petitioner.  Mr. Zellner, who            
          was the general manager of petitioner after the asset                       
          acquisition, talked with Mr. Wright a total of 12 times regarding           
          problems petitioner was having with Toyota, although each                   
          conversation lasted less than 20 minutes.  In addition to his               
          assistance with Toyota, Mr. Wright also consulted with petitioner           
          regarding financial institutions in the Seattle, Washington,                
          area, but the evidence regarding these consultations is sparse.             
               As discussed above, the purchase agreement had allocated               
          $200,000 of the buyers' purchase price to goodwill and going                
          concern value.  Furthermore, the noncompetition agreement                   
          provided that $1,150,000 would be paid to Mr. Wright at closing             
          for his covenant not to compete with the buyers for a period of 3           
          years.  Thus, sometime between March 7, 1988, when Mr. Carpenter            
          sent a letter to Mr. Hyde discussing the purchase agreement, and            




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