Date: Sat, 9 Dec 2000 07:19:40 -0800 (PST)
From: Orrin Rush <orrinrush@yahoo.com>
Subject: The Lifeguard - Chapter 32

         Disclaimer:  The following is a work of fiction.  If you are
         offended by graphic descriptions of homosexual acts, go
         somewhere else.

         Copyright c 2000 by Orrin C. Rush.  All rights reserved.

         Neither this story nor any parts of it may be distributed
         electronically or in any other manner without the express,
         written consent of the author.

         This is a work of fiction, any resemblance of the characters
         to anyone living or dead is pure coincidence and not
         intended.  They are all products of the author's imagination.

         --------------------------------------------------------------

                                 THE LIFEGUARD

                                   Chapter 32


         Ryan was waiting at the hangar.  On the ride into The City, he
         explained that he had merely arranged the meeting and hadn't
         mentioned the reason for it.

         Mike Burdette's office was very much like his home.  Huge,
         opulent and in perfect taste.  For another man, it would have
         been ostentatious, but it fit Mike.

         His desk was big enough to play tennis on, and we were soon
         arranged around the expanse in front of it.  Ryan stayed.

         Mike wasn't pompous or a "court holder" but observed the
         niceties of polite conversation, asking leading questions
         about us that were designed to draw us out and relax us.
         Contrived, yes, but not obvious or offensive.  He was a
         master manipulator.

         "It's wonderful to see you both," he finally said, "but I
         have a feeling this is more than a social call.  What's up,
         men?"

         I jumped right in.  "We're interested in buying the Catalina
         Long Beach and Pacific Railroad, and felt you were the man to
         talk to."

         A grin appeared on his face.  "Why?" he asked.

         "We want the Development Company," I said.

         "And you figure the only way you're going to get it is to buy
         the Railroad?"

         "Right."

         "I might be able to help you."

         "We were hoping you would," I said.  The games were underway.

         "You undoubtedly know that four of us control it, and Edgar
         isn't going to cooperate, so how do you plan to accomplish
         this?"

         "With your cooperation and that of the other two big
         stockholders plus buying stock on the open market, we hope to
         gain control, then take the Company private," I told him.

         "Do you want to buy me out, or can I go along for the ride?"
         he asked.

         "That would be up to you."

         "It's getting interesting.  Either way.  I'd have to think
         about it.  To tell the truth, it's about time somebody came
         along who's willing to do something with all that land.  Do
         you intend to develop it or sell it off?"

         "We would like to develop it," I said.  "We'd be in it for
         the long term."

         "Anything would be an improvement.  Edgar's been treating it
         like his own private fiefdom for too long.  He calls it his
         'ace in the hole' and won't do anything with it.  I've been
         too busy, or too lazy, to force the issue, and I doubt he'd
         do anything anyway.  It's going to take somebody else to
         develop that waterfront in San Diego."

         I tried not to let my elation show.  His last statement had
         indicated that he thought the bulk of the Company's value was
         in that one parcel.

         "We'd like to be the ones to do it," I answered.

         "I like the idea," he said.  "Let me think it over and talk
         to the other two.  Could we get together again on Thursday?
         I'll have some answers by then, and we can talk specifics."

         "That'll be fine with us," I told him.  The meeting was over,
         but we had accomplished a lot.  The seed had been sown, and
         it looked like it might sprout.

         Treating it as an everyday event, Eric and I maintained our
         composure until we were in the car and a few blocks from
         Burdette's building before letting go.

         "We did it!" Eric whooped, giving me a high five.

         "It looks good," I agreed, "but we'll have to wait until
         Thursday to know for sure."

         "He's going to play a little 'hard to get' but he'll go along.
         What if he wants to stay in?"

         "We can deal with that," I told him.  "For some reason, I
         doubt he will, though.  Before the dust settles, he'll take
         his money and run."

                                  - - - - -

         Thursday couldn't come soon enough.

         When we marched back into Burdette's office and took our usual
         positions, it was with a sigh of relief.

         He was very cordial, and dispensed with the chit-chat.  It
         was time to talk business.

         "I've talked with the other two investors," he said.
         "They'll go along with you if I do."  He paused.  "I also had
         lunch with Edgar yesterday to see if he might be interested.
         By the way, no names were mentioned to anybody.  Back to
         Edgar.  He won't sell out to anybody, willingly.  I guess
         we're going to have to take care of him later."

         "I'm assuming, then, that you're going to work with us," Eric
         said.

         "That's right.  Now, let's get our asses in gear."

         "We've got about 34% wrapped up," Mike said.  "We still need
         another sixteen plus."

         "Where do you come up with thirty four?" I asked.

         "Our 31 and the three that you've picked up over the last two
         weeks."

         "Oh, I forgot about that," I said.  He was sharp and had good
         sources.

         "I don't think we can pick up that much on the open market,"
         Mike said.  "It's too thinly traded and once the float is
         picked up, the price's gonna soar.  I recommend that you buy
         all you can while we do all the filing necessary for a tender
         offer."

         "How long will that take?" I asked, "and can you handle it
         for us?"

         "It'll take about two weeks to prepare and another to get
         processed," he said.  "I'd love to handle the offer for you,
         but there'd definitely be a conflict of interest.  Can I
         suggest somebody?"

         "We'd appreciate that," I told him.  "Not too many Investment
         Bankers are that happy with Eric and me at the moment."

         "We were getting too greedy for our own good.  You're doing
         us a favor, but most of us won't admit it, publicly, that's
         for sure."

         We discussed the offer price.  Mike suggested we start with a
         relatively high price to cut down the bidding war that was
         sure to develop.

         "If we start high enough," he reasoned, "it'll price the
         wannabes out from the start."

         "What do you think Edgar will do?" I asked.

         "He won't hold still, I assure you.  He hasn't got the cash
         to make a counter offer himself, so he'll have to find a
         heavy hitter like you to back him.  When he finds out it's
         you behind the offer, it'll become a Holy Crusade to keep you
         from getting it.  I know Edgar and what he's capable of, and
         it could get real nasty."

         "I can handle the 'nasty' part, but if he runs it up too
         high, we'll just walk," I said, not giving a hint of how high
         we were really willing to go.

         We agreed to start the bidding at $35.00 a share, about
         triple the current market price.

         With only a short break for lunch, we spent the entire day
         going over details of what had to be done.  A meeting with
         the firm that would handle the Tender Offer was scheduled for
         the following morning, then another session with Mike.

         We had anticipated that we might be staying overnight, and
         had come prepared.  We checked into one of our hotels and had
         room service bring up a rolling bar.  It was time to
         celebrate.

         "This hotel brings back some hot memories," Eric mused.
         "But, who can think about sex when there's money to be made?"

         "I can," I said, standing so he could see my bulge, leering
         at him.

         "As soon as room service gets here, your dick is MINE!  All
         that power around me today had me hard the whole time.  Lucky
         I didn't have to stand up much."

         As soon as room service was gone, so were our clothes.  It
         was hard to pour drinks with a dick in one hand but by
         working together we managed, getting a good laugh too.

         We sat and sipped our drinks with one hand and stroked a hard
         dick with the other.  Eric's touch was feather light,
         relaxing me and arousing me at the same time.  The tension of
         the day was wearing off and another type building.

         Talking, stroking and kissing, we built gradually.  I felt
         him getting there and leaned over.  A few breaths of warm
         air, then I circled his corona very slowly with my tongue.
         This got a huge moan, so I did it again, ending with just the
         head in my mouth.  A little tongue action on the underside
         and light stroking below with my hand took him over the top.

         He wasn't so subtle with me.  On his knees in front of me, he
         turned on the velvet blender and had me spouting in no time.

         Seeing that he was still hard, I asked if he wanted more.
         "Sure do, but later," he said.  "Did you bring lube?"

         "No, did you?"

         "No, guess we're going to have to find some."

         We had dinner at the rooftop restaurant then set upon our
         quest for lube.

         We asked the cabbie to take us to an Adult Bookstore.  He
         checked us out, then made a few other suggestions.  First he
         had hunky young boys available, for a price, of course.  When
         we said no, he suggested leather men.  No again.  After
         telling us about a bar with live shows on stage and getting
         another refusal, he gave up.

         We had him wait while we ran in to make our purchase.  The
         place was crowded and while we were waiting for service, Eric
         pointed at the back where men were coming and going and asked
         "What's that?"

         "Peep shows, I'd guess," I told him.

         "Let's check 'em out."

         "OK," I said.  "I'll get some tokens."

         The doors had been removed from the booths but that didn't
         seem to dampen the action.  While we waited for an empty one,
         we watched the action.  Blow jobs seemed to be the order of
         the day.  Several were using the convenient glory holes
         between booths, and the action was at fever pitch.

         A booth opened up and we grabbed it.  I put some tokens in the
         machine and a really hot video came on.  Mashed together we
         watched it.  Soon I felt something prodding my leg.  When I
         looked, it was a nice six incher poking me through the glory
         hole.

         I motioned for Eric to look.  Grinning, he pointed to the
         hole on his side where another dick was sticking through.  I
         shrugged and grabbed the one on my side, giving it a few
         strokes.  Evidently that wasn't what the guy wanted because
         he pulled out and disappeared. I'm sure he was expecting a
         warm mouth.  Eric, doing the same thing was having more
         success.  You could hear the guy moaning.  "Give me the
         lube," he whispered.

         The dick he was stroking was average, nice shape, and looked
         rock hard.  When he added the lube, the guy's moans echoed
         throughout the room.

         I got another nudge and turned to see what it was this time.
         Ohmygawd, the dick of death!  About seven inches long but the
         thickest dick I'd ever seen in my life.  It barely fit
         through the hole.  I elbowed Eric to take a look and his eyes
         just rolled, his head shaking as in "NO WAY!"

         I held out my hand and he poured some lube on it.  I spread
         it around my palm then slid my hand around the fireplug that
         was pointing at me.  My hands are fairly large, but they
         didn't even come close to closing around him.  He seemed
         pleased and began thrusting into my fingers.

         We were contorted like pretzels in the tiny booth so when the
         guys we were stroking started shooting, there was no place to
         go.  Eric's whispered "Oh shit," gave me a clue but I wasn't
         fast enough.  The guy I was pumping fired shot after shot all
         over me.

         Eric looked at me in dismay then started laughing.

         We looked for a restroom to clean up.  There wasn't one, so we
         decided to brazen it out and just head for the cab.  We got a
         few smiles as we walked the length of the store.

         The cabbie was grinning, and when we asked if he had
         something to clean up with, he tossed a box of kleenex into
         the back seat.

         "Christ, I feel like Monica Lewinsky," Eric laughed.

         Back at the hotel, we took our coats off and carried them to
         hide the remaining mess, laughing all the way.

         "Just like in High School," Eric commented.  "Had to carry a
         book to cover the woodie."

         After showering, we took up where we left off in the
         bookstore.  For some reason I wanted to feel him in my hands
         rather than anyplace else.  I crawled between his legs
         bending his knees up and settled there Indian style, my dick
         rubbing against his balls.

         I held up my hands and Eric poured on the lube.  Stroking him
         with both hands I had to observe "Damn, this feels so much
         better.  What in hell could anybody do with a dick that big?"

         "Look at it, I guess," he answered.  "I'm surprised you don't
         have stretch marks on your hands!"

         He felt so good in my hands.  I didn't stroke as much as I
         rotated my hands in opposite directions on his shaft,
         twisting them up and down.  Watching his eyes, I could tell
         he was enjoying this.  By varying the pace and changing the
         stroke, he was soon begging for release.  A few long strokes
         did it.

         "Just a little lower, please," he asked when he came down.
         "I want you in me."  He moved his legs higher so I was
         rubbing his rosebud.

         I fingered him gently with my lubed up hands, gave my dick a
         good coating, wiped off my hands, then slid forward.  His
         body welcomed me but I entered slowly, stopping when I felt
         contact with his prostate.

         His cock had never softened and twitched from the
         stimulation.  When I bottomed out, I lay forward trapping his
         slippery dick between us, and started the long slow stroking.

         On the downstroke, it felt like he was pulling me forward,
         deeper, and on the upstroke, his muscles rippled against my
         shaft.  It was incredible.

         "I don't know what you're doing, but I'm not gonna last," I
         whispered.

         "Me either," he gasped, "go for it."

         Whatever he was doing intensified and I lost control.  Our
         lips locked and the sparks flew.  It was violent and intense,
         my second of the night, his third.

                                    - - - - -

         Our meeting with H. James and Company took longer than I
         expected.  They needed information in order to proceed, and,
         luckily, we had most of the answers.  This type of detail
         work was NOT my idea of fun.  Somebody else usually took care
         of this type of stuff.

         We left with a list of things that our own Legal Department
         would have to handle too.  I had no idea of the red tape
         involved when dealing with Publicly traded companies,
         definitely reinforcing my determination to keep Metalco
         private forever.

         After lunch, it was back to Burdette's office.  Overnight, he
         had gotten options signed by the two other big shareholders.
         They were one-page agreements stating that they would sell
         and we would buy their shares at a minimum of $35.00 per
         share or the final price paid for tendered stock, whichever
         was higher.  I signed these and gave a copy back to Mike.

         He had another option agreement covering his stock.  It was a
         little lengthier, four pages.  I glanced through it and
         didn't see any problems, and signed it too.  I didn't have
         any idea what he'd originally paid for the stock, but knew it
         wasn't much, so he would be reaping a windfall.

         On our way out, Mike asked "Have you given any thought to
         what you're going to do with the Railroad itself?"

         "Not really," I answered.  "We're looking at it more as the
         vehicle to get what we really want.  We'll worry about it
         later."

         "Let me know when the time comes," he said.  "I may be able
         to help you unload it.  Hell, might even buy it myself."

                                   - - - - -

         I'd called my broker first thing that morning and instructed
         him to buy all the Railroad and Development Company stock he
         could get his hands on.  I'd also raised the limit on what I
         was willing to pay.

         As soon as we were airborne, I called him.  He'd had a very
         busy day. He'd managed to buy well over two million Railroad
         shares and almost as many of the Development Company.

         "You're over five percent now," he said.  "We need to talk.
         My boss is screaming and wants to see me Monday morning for
         an explanation."

         "Throw on a pair of shorts and come over to the house tomorrow
         afternoon.  We'll fill you in," I suggested.

         "Can we make it early? I've got an early date," he asked.

         "About damned time!" I said.  "Around one o'clock?"

         "Sure, and how's YOUR love life?"

         "We'll discuss that too," I said and hung up, chuckling.

         "Is he 'family' too?" Eric asked.

         "Isn't everybody?"

         "Sure is beginning to seem like it.  A couple of the guys at
         H. James were doing their share of looking."

         "I noticed."

                                    - - - - -

         Steve the Stockbroker was an old friend.  Business, not
         social.  I'd gotten him as my broker by accident when I
         called his firm one day and he was the only one available.
         We'd recognized each other as kindred spirits, and I
         flattered myself to think he might be just a little bit
         interested.  Nothing had come of it and we became friends
         instead.

         He was in his early 40's, and, I thought, rather attractive.
         He was perpetually single, never seeming to stick with anyone
         for any length of time.

         I met him at the front door and led him out to the deck where
         Eric and I were working.  Eric rose for introductions, and
         after shaking hands with Steve, I put my arm around him and
         explained "This is MY love life!"

         We got right down to business.  "What the hell are you up to,
         Dave?" Steve asked.

         "Eric and I decided we wanted a Railroad to play with," I
         teased.  "You know, Choo Choo, blow the whistle, all that."

         "Get serious!  You can't hope to buy that one, it's too
         closely held."

         "Don't bet on that," I said, getting serious.  "We already
         have 31% plus what you've bought for us."

         "That's another ten percent.  You only need another nine to
         get control.  Only problem is, I don't think there's that
         much floating around."

         "You're going to have about two weeks to buy up what you can,
         then we're going to make a Tender Offer for the rest," Eric
         said.

         "Is that already in the works?" he asked.  I nodded.

         "How much are you going to offer?"

         "Thirty five a share," I said.

         He was calculating in his head.  "That's about a billion one,
         that Railroad isn't worth that!"

         "No, but the Development Company is."

         "You're going to buy that too?"

         "The Railroad owns roughly 54% of the Development Company, so
         we have to buy the Railroad in order to get it," Eric
         explained.

         Steve looked at me.  "Not only is he fucking gorgeous, he's
         got a brain too.  Where have I heard the name Eric Lundborg?"

         "He's helped me with a couple of buyouts and is helping
         Micron buy up the world at the minute.  There've been a
         couple of articles in the paper about him.  My 'Whiz Kid'
         stud!"  I said, grinning proudly at Eric.

         "Ooooh yeah," the light dawned.  "You're the one giving all
         the grief to the Investment Bankers.  I see!"

         "What all do you need to keep your boss happy?" I asked.

         "Now that you're over five percent, you'll have to make an SEC
         filing."

         "H. James is handling that," I told him.  "Damn I'm glad
         Metalco doesn't have to go through all that shit.  Anything
         else?"

         "We'll need a name.  We can't hold that much in a Street
         account.  I assume you'll be setting up a separate
         Corporation to handle this."

         "That'll be done on Monday."

         "And," he said sheepishly, "my boss would like to move up the
         settlement date on your account.  I hope that's OK?"

         "I'll get a check over to you for $100 million on Monday, no
         problem.  I want you to keep buying.  You can go up to 35."

         "You want to keep buying the Development Company too?" he
         asked.

         "Yes, but hold it to 25 a share.  By the way, how much do you
         have to tell your boss about what we're up to?"

         "Not much, really, just that you're still buying, money's in
         the bank, and that you're complying with the Fed Regs.  He's
         getting heat from the New York office, but this should shut
         them all up."

                                   - - - - -

         It was a quiet week.  All I did, it seemed, was sign papers.
         The number of filings necessary was unbelievable.

         Eric went back to work at Lundborg Rush, putting his
         newly-gained knowledge to work.  He had a lot of good ideas
         to run by Micron on how they could save money, and planned to
         make a trip East soon to present them.

         The available supply of Railroad shares had just about dried
         up, and Steve suggested that we back off or the market price
         would exceed what we planned to offer.

         I thought long and hard about that, too.  We had agreed on a
         tentative ceiling of $100 per share, if the bidding pushed us
         that high.  Why start at $35, why not $50 and get things
         really rolling?

                                   - - - - -

         Another week was droning by when Annie brought in the rest of
         the appraisals.  I glanced at the total page.  More big
         numbers.

         "Hey," I said, "Did you ever find Eldorado?"

         "What're you talking about?" she said.

         "All the riches of the earth that they're supposed to have."

         "You know, we looked and looked, and couldn't find a thing
         that came anywhere near close to that."

         "Where'd you look?" I asked.

         "California, Oregon, Nevada, Utah, Colorado, Arizona and New
         Mexico.  Nothing."

         "What names did you look under?"

         "Catalina Pacific Development and all the other names they
         use."

         "Maybe you should check out the Railroad itself.  They may
         not have transferred it to the Development Company."

         "Oh shit!  Why didn't I think of that?"

         "It might not be a bad idea to pull the 'School Project'
         thing again either," I suggested.

         "We'll do it," she said.

         "I have a funny feeling about this," I told her.  "Let's keep
         it real quiet, just between the two of us."

         "Good idea," she said on her way out the door.

         Our tender offer would be unveiled on Monday.  Full page ads
         in most California papers and the obligatory announcement in
         all issues of the Wall Street Journal.

         It was only fair that I give Edgar a courtesy call.  It was
         midafternoon on Friday, he might be in his office.  He
         probably wouldn't even take my call, but if he did, what
         would I say? "Hiya Edgar, I'm going to throw your ass out of
         CLP" wouldn't quite cut it.

         I didn't really hate him.  Why bother.  But, the idea of
         ruining his weekend wasn't such a bad one.  I knew Mike
         Burdette was skiing this weekend, so he wouldn't bear the
         brunt of Edgar's wrath until Monday, and he'd find out then
         anyway.

         What the hell.  I got his number and placed the call.

         Surprisingly, I was put right through.  "Hello Edgar, this is
         Dave Rush."

         He mumbled something but at least didn't hang up.

         "I just called to tell you that I intend to buy the Catalina
         Pacific Railroad," I continued.

         At this he started laughing uproarously.  When he calmed down
         enough to talk, he sounded delighted.  "So you're the one
         behind what's been happening in the market!  You dumb
         sonofabitch!  Don't you know that four of us control it?
         None of us would sell out to a fairy asshole like you."

         "Think again, Edgar."

         "Mike Burdette sure wouldn't sell out to you, and neither
         would the other two."

         "They already have," I said quietly.  "I'm giving you an
         opportunity to join them."

         "Never!" he screamed.  "First, I don't believe you, and
         second, no goddam cocksucker is going to own MY railroad."

         He sounded just like Georgia.  "Leave your personal feelings
         out of this, Edgar, this is strictly business."

         "There's no way I'm going to let you get away with this.  You
         and your pretty boy boyfriend," he roared.

         "Leave him out of it," I said, quietly.

         "Is he a good fuck, Dave? Or does he fuck your skinny ass
         every night?"

         That was enough.  I held my temper.  "Edgar, looks to me like
         you have a choice.  Either go along or get creamed.  Think
         about it."

         He ranted some more, barely coherent.  This wasn't the time to
         reason.  I just hung up.

         It was going to be a wild ride.  I just hoped that Edgar
         would play half way fair.

         I also made another decision.  I called H. James and upped our
         offering price to $50.00 per share.

                                    - - - - -

         It took a few days for the hubbub to die down.  Our response
         to the Press had been that we were buying for "Investment
         Purposes" period.

         I didn't see much of Annie until she came in carrying about a
         ream of paper.  "You were right," she said.  "The Railroad
         owns even more land than the Development Company.  This is
         just a listing of what they've got."

         "Just the Railroad?  Do you have any totals?"

         "About 600,000 acres," she said.  "Some is right-of-way, but
         a lot is just bare land, some huge tracts, too."

         "Can you put together a list of the bigger pieces for me?" I
         asked.  "Maybe we need to do a little more digging."

         "It'll take a little time.  Do you want it state by state?"

         "That'd be ideal.  How soon?"

         "By Tuesday, I think."

         I went into my "command center" and got out my Yellow Pages
         CD.  There were quite a few listings for "Consulting
         Geologists."  I picked several at random in each of the
         states we were looking at and got on the phone.

         Within a couple of hours, I had investigated most of them.
         Some had informative Web sites that I checked out.  Others
         were sending literature or faxing their credentials.

         It was a long shot.  When the Railroads were built, the
         Government had granted the builders alternate sections of
         land along the route.  In a lot of cases, this land was
         traded for other Government land, and a lot more was just
         given to them because they asked for it, no doubt accompanied
         by the greasing of the proper palms.

         A lot of this land was considered worthless, but with
         industrial and technological development requiring minerals
         considered useless earlier, some of the land had become
         immensely valuable.  That was a possibility here, but again,
         it could be worth absolutely nothing.  I intended to find out.

         "We found some more stuff," I told Eric.

         "What now?"

         "A little more land."

         "What do you consider a 'little more'?" he asked.

         "About a thousand square miles worth," I laughed.

         "All in downtown L.A, I suppose."

         "No, seriously, the Railroad, not the Development Company,
         has more than 600,000 acres scattered around the Southwest."

         "Is it good for anything?"

         "Don't know yet, but I'm gonna find out," I told him.

         "Even without it, the deal's fabulous," Eric said.

         "I know, and I don't want any side issues to screw it up.  If
         we know what's going on, we'll be prepared.  I just have a
         hunch on this."

         "Don't get your hopes up, babe. I don't want to see you
         disappointed."

         "You're probably right," I told him.  "It's probably nothing
         but rockpiles and sage brush."  That's not what I was
         thinking, however.  I'd follow up on this one all by myself.

                                    - - - - -

         There was something nagging at me about this deal.  Something
         wasn't right, but I couldn't put my finger on it.

         The Tender Offer was getting off to a pretty good start.  The
         terms had been widely advertised and were included in the
         letter sent to all stockholders.  It was spelled out that we
         had the right to match any other offer, which protected the
         seller, and, if a specified number of shares wasn't tendered,
         we didn't have to buy any of them, protecting us.

         So far, there hadn't been any other offers, and after the
         initial fuss, the papers had forgotten about it.

         To allay my fears, I decided to learn more.

         I was pretty sure Bob, our Head of Security, handled our
         hackers, so I arranged to talk with him.

         I told him what I wanted.  It was to be delivered on zip
         disks in downloadable form.  First, I wanted data on CLP's
         stockholders, who, how many shares, addresses and phone
         numbers if available.  Then I wanted their Accounts Payable
         files covering the last twelve months, specific accounts, but
         if they couldn't be identified, ALL of them.  Last, I wanted
         their Fixed Asset files, whatever they had. I also wanted the
         same for CLP Development.

         There was one critical condition:  They had to get "in", get
         what I wanted, and get out without leaving anything behind
         that could show that they'd even been there.

         Bob assured me that if it could be done, his "boys" could do
         it, and that they were "buried" so deep and so carefully that
         nobody could find them.

         Reports would be verbal, in person, no telephone, to either
         Annie or me.  Not Eric on this one.

         Last, I asked him if he had a totally trustworthy Computer
         "whiz" that could help us.  He did.

         Next, I called Annie in.

         I explained to her how uneasy I felt about the whole CLP
         situation, that all the surprises we were finding made me
         damned nervous.

         "It's almost getting to be a joke," she said.  "Wherever we
         look, we find something unexpected.  So far, it's all been
         good, but I'm waiting for the 'other shoe to drop'."

         "I don't think we're going to find anything big that's
         negative," I said.  "Surely, they're not crazy enough to hide
         something like that!  All the officers could be personally
         liable."

         "I just wish we had full access to their books so we could
         find out for ourselves."

         "They're not going to allow that," I told her, "at least
         willingly."

         She looked at me funny.  I couldn't keep the grin off my face.

         "I can tell you're up to something," she said.  "Tell me."

         "This is between just the two of us," I told her seriously.
         "Not even Eric is to know about this."

         "I'm in," she assured me, serious now, too.

         "Hopefully soon we'll have all the information we need to get
         just about all the answers we need.  I'm not going to give
         you any of the details on how we're getting this.  You really
         don't need to know."

         "That's fine."

         "At this point, I don't even know if we can get it, and what
         we DO get may not be what we need, but I'm hopeful."

         We spent the next hour going over what we'd do if our "boys"
         were successful.  Annie had some great ideas on logistics and
         how to keep the whole project totally hidden and secure.

         I also told her about my plans for Geological Surveys, and
         that I would be making "quiet" trips as soon as she had the
         big parcels identified.

                                   - - - - -

         Eric got totally involved in getting Warren started.  Their
         first order of business was two-pronged, to organize and
         structure LR's administrative and manufacturing functions and
         to develop a sales strategy.

         In the small amount of time Eric had devoted to LR, he had
         become amazingly familiar with the setup as it existed, put
         together by Metalco people to get things up and running.

         The two of them appeared to be getting along well and every
         night Eric came home bubbling with new ideas that they were
         implementing.  He had done what I was hoping for - taken
         over.

         Jeff started too, but he worked mostly with Bill.  We had
         decided to allow Jeff to get a good "feel" for the operation
         before letting him in on the problems we'd had with the
         Milton brothers during the buyout.  Knowledge of what had
         happened was confined to top Metalco people, so he wasn't
         likely to find out by accident.

         This left me free to work on the Catalina Pacific "project"
         with Annie.

         We'd gotten data from CLP Development's computers, but the
         Railroad was proving more difficult.  We worked with what we
         had.

         There were a lot of beach apartments in our area that catered
         to "Snowbirds" from Canada, renting furnished and fully
         equipped units on a weekly basis.  Annie had found one and
         installed the computer "whiz" that Bob had found for us there.

         We got lucky.  They were meticulous in their recordkeeping
         which helped us enormously.  Their Accounts Payable -
         Property Taxes account was extremely detailed, showing the
         parcel identification number as well as the name title was
         held in.

         Relevant information was extracted from their files and moved
         to a database for comparison with similar information from
         Annie's downloads.  This was time consuming and required
         quite a bit of programming, so we just left him to it.

         I had another idea that I wanted to check out with Annie.

         "Do you have a Title Company that you work with?" I asked her.

         "I've got a gal over at American that loves me," she answered.

         "Can you get her to get some title reports quietly?"

         "No problem."

         "Why don't you take about 25 of the Development Company's
         bigger parcels and have title reports run on them?  That'll
         let us know if there are any liens against them.  While
         you're at it, grab a few middle-sized ones, too."

                                    - - - - -

         Annie had done her best at identifying the bigger parcels
         belonging to the Railroad.  It was far from ideal, but would
         work for starters.  I chose Arizona for my first foray into
         Geology.

         Out of the Consulting Geologists I'd talked to, there was one
         in Phoenix that impressed me.  Not the largest or the
         flashiest, but, in our conversation, the most down-to-earth.

         Ron and Jason made arrangements and assured me that we could
         get over and back before noon.  I hadn't made a big deal
         about secrecy to them, but they understood I didn't want
         anyone to know about it.

         The office was in a strip mall.  John Bussey was the Chief
         Geologist and Owner that I'd spoken with.  I liked him
         immediately.

         When I explained what I was looking for, and the largest
         parcel we'd found, he held up his hand.

         "That's the Railroad property, isn't it?"

         "Yes," I admitted.

         "I'd be stealing your money if I agreed to do another survey
         on that piece of ground," he said.

         "How come?" I asked, surprised.

         "It's been surveyed to death.  I even did one for a bunch of
         Eastern dudes a couple of years ago myself."

         "Find anything?"

         "Oh yeah," he groaned.  "If the price of copper ever goes
         back up, it'd be better than finding the Lost Dutchman.  The
         kicker, though, is all the gold, silver and zinc that's there
         too."

         "Then it could be an economically feasable operation?"

         "If somebody went in there with a lot of money, there's no
         doubt in my mind that they could do real well, even at
         today's prices.  A lot of people have wanted to do that, but
         those assholes in San Francisco wouldn't even talk to them.

         "I don't mean to pour cold water on your idea, but I don't
         think you have a chance."

         "I just may have the inside track," I told him, smiling.

         "How's that?"

         "I'm in the process of buying the Railroad."

         "Now you've got my attention," he said, with a lot more
         respect. "Think you're going to do it?"

         "We're only a few percentage points away from control right
         now, and I'm optomistic.  Actually, we're buying it for other
         reasons, and I just heard about the land they own.  There's a
         helluva lot more than just this one piece."

         "More in Arizona?  That's the only one I know about."

         "I've got a list of hundreds of parcels," I told him, "and
         I'd like to know if any of the rest of them have any
         potential."

         "That's going to take some time and a lot of money," he
         said.  "That is, if you want it done right."

         "Money I've got, time I don't," I told him.  "At this point,
         all I really need is a rough idea.  We can save the in-depth
         stuff for later.  There's another thing.  I'm not
         particularly interested in letting the whole world know what
         I'm doing."

         At this he started chuckling.  "You sure don't know much
         about the mining game.  Everything anybody does is a big
         secret, and if I didn't know how to keep my mouth shut, I'd
         be out of business."

         "I guess," I said, seeing his point.

         "You said you have tax parcel lists?" he asked.

         I nodded.

         "Then this might work for you.  The U.S. Geological Survey
         has done a survey of the whole country, mapping our
         resources, so they say.  We have the maps showing what they
         found, and from your parcel lists we could make maps to
         superimpose over the USGS maps and get a rough idea of what
         might be there.  It wouldn't be conclusive, but it'd be a
         start."

         "That's exactly what I'm looking for," I told him.  "How
         about other states?"

         "Which ones?"

         "Nevada, Utah, New Mexico, Colorado, Oregon, and of course,
         California."

         "I've got them all except Oregon.  Unless it's out in the
         desert in California, forget it.  Better to build houses."

         "Do you want to do it for me?" I asked.

         "Deal like this'd have to be cash money," he said.

         "How much?" I asked.

         He thought a minute.  "Forty thousand, give or take, half
         now, the other half when we deliver."

         I got my checkbook and wrote him a check for the full forty
         thousand.  When I handed it to him, he seemed impressed, and
         stood to shake on the deal.

         "You want the list on disk or hard copy?" I asked.

         "You have it on disk?" he asked incredulously.

         "Sure do, will that help?"

         "We can do it all on computer, use the plotter on clear film
         at the same scale as the USGS maps, save a ton of time, and
         you some money."

         "I'll overnight the disks to you, and be back in a week or so
         to check progress," I told him.  "Probably be talking to you
         in the meantime, too."

         I made it back to the office by lunchtime, not even missed.

                                    - - - - -

         Every afternoon H. James faxed us an up-to-the-minute report
         on shares tendered.  Every night, Eric and I updated our own
         tally.

         Of the 31,420,300 shares outstanding, we needed 15,710,151 for
         numerical control. So far, we had Burdette's 6,104,000,
         3,660,500 from the other two investors and the 3,110,600 we'd
         bought on the open market absolutely sewed up.

         After deducting the 8,740,000 shares that Edgar held, that
         left roughly 9,800,000 still in public hands.

         Out of that we needed to pick up 2,835,051 through the Tender
         Offer, and barely a million had come in so far.

         It was a waiting game.  No doubt Edgar was working on
         something.  There was no doubt whatsoever in my mind that
         he'd make a counter offer of some sort.

         Backers of the type Edgar needed don't grow on trees.  Even
         if he found a willing partner, it took time to raise the type
         of cash involved here.  Not many people had huge amounts of
         idle money lying around.

         Even though we were expecting it, Edgars offer of $75.00 a
         share took us all by surprise.

                                   - - - - -

         To be continued.

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