Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 17

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               We accepted all three as experts and received their written            
          reports into evidence as direct testimony.                                  
               A.   Estate’s Expert Mr. Grizzle                                       
               Mr. Grizzle is a certified public accountant who has                   
          represented clients in mergers and acquisitions.                            
               Mr. Grizzle concluded that the terms of the buy-sell                   
          agreement at issue were comparable to similar arrangements                  
          negotiated at arm’s length.  In reaching this conclusion, Mr.               
          Grizzle focused solely on the price term.  He asserted that                 
          “Professionals familiar with the industry most often value a                
          construction company by applying a multiple of four (4) to the              
          entities’ [sic] cash-flow adjusted for non-operating and non-               
          recurring items.”  He then adjusted BCC’s cashflow and compared             
          the purchase price for decedent’s BCC stock in the 1996 Agreement           
          to the adjusted cashflow.  He concluded that the price for                  
          decedent’s BCC shares represented a 4.25 multiple of its adjusted           
          cashflow.  Because this multiple was consistent with the multiple           
          he claimed professionals familiar with the construction industry            
          most often use, he concluded that the price set forth in the 1996           
          Agreement was a fair market price and that the terms of the                 
          Modified 1981 Agreement were therefore comparable to similar                
          arrangements entered into at arm’s length.                                  

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