GARZA, Circuit Judge:
In the Summer of 1975, Dr. Charles Helvey, Vice President of Learning Development Corporation (LDC), a Tennessee business concern formed to conduct behavioral modification programs, met Robert Broome. Mr. Broome inquired of Dr. Helvey if LDC had sought to sell its services in Mississippi. Although LDC's activities had been confined to Tennessee, Dr. Helvey became interested in the idea and a meeting in Jackson, Mississippi was arranged.
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