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#24 Rhett Butler remained in the mix in 12th place just over a minute behind Bill Ballance with #14 Andy Lagzdins and #13 Todd Knippenberg only a few seconds behind him as tried to maintain his position.
Unfortunately, #20 Kim Kuhnle was the last Pro Rider to come through after the 1st lap in 15th place, which meant 4 Pro riders never finished the 1st lap.
#10 Greg Trew became extremely ill during the race and forced to pull himself out of the race with either heat exhaustion or a stomach virus, which horrible news to Greg after such a tough luck start of the season at Texas.
#5 Chad Duvall also called it a day after he clipped a tree and hyper extended his thumb which made it almost impossible from him to push the throttle, so pulled into the pits and decided to prevent anymore damage, so he can heal back up for Georgia this weekend.
#18 Johnny Gallagher and #23 Bryan Baker were also out of the race.
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By the end of the 2nd lap, Chris Borich had passed Bill Ballance and took over the lead.
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Bill Ballance came through the scoring tent 20 seconds behind Borich with Brandon Ballance right behind him as the Ballance brothers try to reel back in Borich.
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Shortly after the Ballance brother came through the scoring tent, Open B rider, Dean Allen, found himself stuck in one of the many
ruts that were becoming so deep that some quads were getting buried almost up to their fenders.
Dean's Suzuki would quickly become an obsticle for Matt Smiley in 4th Place, but he worked himself out of the rut and went around followed by teamates #7 Chris Jenks and #11 Michael Houston coming through a minute apart.
William Yokley was back to 7th Place after having to pit having trouble holding on in the 1st lap because his right handed glove was too small which made it difficult for him to stay on the gas, so he pulled into the pits at the beginning of the 2nd lap and swapped out to a larger glove.
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#6 Bryan Cook moved up to 9th place after Zimmerman and Barrett became fatigued slowed down enough for Cook to easily pass them and moved to within 3 seconds of #16 Santo Derisi in 8th Place.
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#13 Todd Knippenberg moved up to 11th behind #14 Andy Lagzdins as they both picked up 3 positoin after also passing Barrett, Zimmerman, and Rhett Butler.
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By the end of the third lap, to the surprise of everyone, #9 Brandon Ballance had passed both Bill and Chris and took over the lead and was once again looking for his 2nd Overall finish in Florida after winning the Overall two years earlier at Palatka.
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Chris Borich was about to give Brandon Ballance any breathing room and was also looking to earn his 2nd win in a row for the season, so the stage was set for some intense riding with these two riders both looking for that overall win with two laps to go, so anything could happen.
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Bill Ballance dropped back behind the battling duo by less than 15 seconds and was still in the hunt.
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#4 Matt Smiley remained in 4th place, but had dropped back over 30 seconds behind the top three.