Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 18

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               Mr. Grizzle also looked at the sales to third parties of 100           
          percent of the stock of three companies allegedly comparable to             
          BCC.  One of the companies was sold twice, so Mr. Grizzle                   
          examined four transactions in all.  The companies Mr. Grizzle               
          considered included a company that constructed cellular telephone           
          towers, a company that installed natural gas compressors and                
          pipelines, and a management company that hired subcontractors to            
          build chemical and natural gas liquefaction plants.  In each                
          case, he determined the company had sold for approximately four             
          times adjusted cashflow.                                                    
               Mr. Grizzle did not contend that the sale prices of the                
          companies he examined were determined by using a multiple of                
          adjusted cashflow.  Rather, he backed into the multiples after              
          the fact by comparing the sale prices to the adjusted cashflows.            
          He compared those multiples to the multiple of cashflow implicit            
          in the purchase price designated in the 1996 Agreement to                   
          conclude that the price term was comparable to what unrelated               
          parties have negotiated at arm’s length.                                    
               On the basis of this analysis, Mr. Grizzle calculated BCC’s            
          fair market value, and the value of decedent’s shares, by                   
          multiplying the weighted average of BCC’s adjusted cashflows over           
          the 5 fiscal years ended January 31, 1997, by four, weighting the           
          most recent year more heavily than the earliest one.  Mr. Grizzle           

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