Ronald I. and Lois B. Koenig - Page 4

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          corporation.  Washington Chocolate was in the business of                   
          providing bulk food products which would be placed in and sold              
          from bins located in supermarkets and other retail                          
          establishments.  Washington Chocolate manufactured and                      
          distributed various snack foods and confectionary goods,                    
          including trail mixes, coated nuts, dried fruits, and chocolate,            
          yogurt, and carob products.                                                 
               Before petitioners acquired Washington Chocolate, the                  
          company was close to bankruptcy.  Before purchasing Washington              
          Chocolate, petitioner created a new business plan for the company           
          and renegotiated credit and loan terms with the company's major             
          creditors.                                                                  
               At the time petitioners purchased Washington Chocolate, the            
          company had only one significant customer and a downward annual             
          sales trend.  Petitioner increased the value of Washington                  
          Chocolate by creating and patenting a new product dispensing                
          system which distinguished Washington Chocolate from its                    
          competitors.  Under petitioners' ownership and management,                  
          Washington Chocolate's customer base expanded and annual sales              
          increased substantially.                                                    
               A primary competitor of Washington Chocolate was Harmony               
          Foods, Inc. (Harmony Foods), whose president was Robert Lynch               
          (Lynch).  On May 26, 1989, Washington Chocolate entered into an             
          asset purchase agreement (purchase agreement) with Harmony Foods,           





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