Charles B. and Teresa A. Thompson, et al. - Page 17

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          Supply.  Based upon our review of State Supply's business, its              
          tax returns, and financial statements, we find that the above               
          amounts would have been sufficient to enable either Holliday or             
          Beaurline to compete against State Supply.                                  
               d.  Potential Damage to the Buyer Posed by the Grantor's               
               Due to the nature of State Supply's business (buying                   
          finished products from a small number of suppliers and reselling            
          them to an established group of 77 customers without adding                 
          value), strong relationships with the four major suppliers and              
          the customers were crucial to the company's success.  Holliday              
          and Beaurline had such relationships, and the buyers did not.               
          Von Allmen reasonably believed that Holliday and Beaurline could            
          have put State Supply into bankruptcy had they competed.  We find           
          that both Holliday and Beaurline possessed the ability to take a            
          significant portion of State Supply's business.                             
               e.  Grantor's Contacts and Relationships with Customers,               
          Suppliers, and Other Business Contacts                                      
               It would be difficult to imagine grantors with stronger                
          contacts and relationships with suppliers and customers.  Indeed,           
          respondent concedes that grantors had good rapport with the                 
          suppliers and subdistributors.                                              
               f.  Duration and Geographic Scope                                      
               Holliday's and Beaurline's covenant applied to competition             
          in the 11 States where State Supply conducted business for a                

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