William C. Beretta - Page 4

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            Mr. Beretta became an equity owner of a Peppertree Restaurant in                            
            Salinas when the restaurant was purchased by HRB Enterprises from                           
            Denny's, Inc.  Mr. Beretta provided the majority of capital to                              
            acquire the Salinas Peppertree Restaurant.  In early 1985,                                  
            Mr. Beretta advanced an additional $70,000 to HRB Enterprises.                              
            This advance was evidenced by two promissory notes from HRB                                 
            Enterprises that were payable on demand.                                                    
                  In late 1985, Mr. Beretta discovered that Randy Hurst and                             
            Bobby Rodgers were embezzling money from several of the                                     
            restaurants that were owned by HRB Enterprises.  As a result of a                           
            negotiated settlement, Mr. Beretta received two restaurants that                            
            were previously owned by HRB Enterprises, the Salinas Peppertree                            
            Restaurant and Seaside Bobby Rodgers Steak and Gourmet Burgers.                             
                  In September 1986, Mr. Beretta entered into an agreement                              
            with William Arias whereby a new corporation would be formed to                             
            take over the Salinas Peppertree Restaurant.  Mr. Beretta and                               
            Mr. Arias formed DOBRA Enterprises, Inc., by recording articles                             
            of incorporation, but they never completed the incorporation                                
            process.                                                                                    
                  Mr. Beretta and Mr. Arias agreed that Mr. Arias would                                 
            contribute the expertise, and Mr. Beretta would contribute the                              
            restaurant business, for which they would each receive a share of                           
            the profits.  Throughout the period 1987 to April 30, 1991,                                 
            Mr. Beretta was fully involved in the operation and supervision                             





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