Richard E. and Mary Ann Hurst - Page 5

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          anticipated the potential problems posed by the Hursts’ eventual            
          retirement so, before joining the firm, he negotiated an                    
          employment contract that included a stock option.  His attorney             
          also negotiated stock option agreements for Tuori and Todd Hurst            
          at about the same time.  These options aimed to protect Dixon and           
          the others if HMI were sold.                                                
               In late 1996, Richard Hurst was contacted by Group                     
          Maintenance American Corporation (GMAC).  GMAC was an HVAC                  
          consolidator--a company whose business plan was to buy small HVAC           
          businesses and try to achieve economies of scale--and it offered            
          to buy HMI for $2.5 million.  Mr. Hurst told Tuori, Dixon, and              
          Todd about GMAC’s offer, and they themselves confirmed it--only             
          to learn that GMAC had no interest in keeping them on after a               
          takeover.  Convinced they were ready to run the business, they              
          approached Mr. Hurst in May 1997 with their own bid to buy his              
          HMI stock, matching the $2.5 million offered by GMAC.  Mr. Hurst            
          accepted the offer, confident that the young management team he             
          had put together would provide a secure future for the                      
          corporation he had built up over nearly twenty years.                       
               Everyone involved sought professional advice from lawyers              
          and accountants who held themselves out as having expertise in              
          the purchase and sale of family businesses.  The general outline            
          of the deal was soon clear to all.  The Hursts would relinquish             
          control of HMI and RHI to Tuori, Dixon, and Todd Hurst, and                 

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