Edward E. and Constance M. Thorpe - Page 5

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          Echols, who was responsible for field operations, and Mr. Edward            
          Thorpe, Jr., the son of Mr. and Mrs. Thorpe.                                
               Mr. and Mrs. Thorpe started ETCO as a home-based business.             
          ETCO procured most of its business through direct solicitation of           
          housing authorities in various states.  In an effort to market              
          ETCO's services directly to housing authorities, ETCO                       
          participated in trade shows and conventions for which ETCO                  
          incurred travel and entertainment expenses.  Mr. Thorpe attended            
          the trade shows and conventions where he would represent ETCO by            
          stationing himself at an exhibit booth, which displayed ETCO's              
          products.  Mrs. Thorpe attended a number of conferences with Mr.            
          Thorpe.  While at the trade shows, Mrs. Thorpe occupied the                 
          display booth and talked to people about ETCO's product, met new            
          or prospective clients, learned more about the market, and                  
          solicited new business.  In the fiscal tax years ending June 30,            
          1990, 1991, and 1992, ETCO incurred and deducted on its U.S.                
          Corporation Income Tax Returns (Forms 1120) travel and                      
          entertainment expenses of $74,395, $81,237, and $75,749,                    
               In 1988, the officers of ETCO began looking for commercial             
          office space from which to run its business operations.  The                
          officers spent approximately 1 year evaluating the local                    
          commercial real estate market.  During that time, the officers              
          contacted numerous real estate agents and researched real estate            
          listings in local newspapers.                                               

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