I was going to answer Frank's comment below with a message but decided to post here so everyone would have a chance to hear the story of this shot.
Dick was driving and this bear was so close to the road we drove maybe 20 feet past him. He was moving slowly but generally in our direction so I left the door to the car open and began to shoot. Dick was on the other side of the car shooting so I was just a bit closer. Light was poor as we were in the shade of a huge white oak. Both of us were snapping away and the bear eventually moved within 15 feet. As I started for the car door, he stopped and sniffed the air several times. We both turned to see if a female was behind us. We saw nothing but he kept sniffing. Finally he turned and walked a few feet away. About that time, Dick noticed the female in the branches above us and two cubs were holding on to the trunk of the tree, We took a few more shots and left feeling very lucky.
Here's one of Dick's photos of this guy: http://www.pbase.com/richardr/image/103871616