Diamond Claims & Investigation Services, Inc. - Page 19

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               Additionally, they have agreed that they will also be                  
               compensated for the loss of Evergreen Typing Service                   
               profits as a result of the breach of contract in [sic]                 
               case giving rise to the Farmers litigation engaged in                  
               by the corporation.  They will be deferring those                      
               profit dollars, however, until such time as the litiga-                
               tion has been successful.  The Diamonds have also                      
               agreed that they will not bring a separate lawsuit                     
               against the corporation (DCI) for any breach of con-                   
               tract that the corporation would have been responsible                 
               for to Evergreen Typing Service.                                       
               A letter on DCI's stationery that was signed by Mr. Diamond,           
          addressed to the Diamonds and to ETS, and dated December 12, 1984           
          (December 12, 1984 letter) also made reference to the Farmers               
          lawsuit and stated in pertinent part:                                       
               This will confirm the corporation's agreement to extend                
               any and all expenses with regard to the litigation                     
               engaged in by ourselves as against Farmers Insurance.                  
               Since this litigation is to our mutual benefit, there                  
               is no need to reiterate its content as we are all                      
               parties.  However [sic] the purpose of this letter is                  
               to affirm that all litigation expenses, attorneys [sic]                
               fees, trial costs, etc., will be paid for by the corpo-                
               ration in exchange for your continued support services                 
               throughout the litigation and your refraining from                     
               bringing any separate [sic] litigation against the                     
               corporation for any liabilities owed to Evergreen                      
               Typing Service or yourselves, individually.                            
               This will also aknowledge [sic] that our arrangement                   
               indicated above will have no effect on your company's                  
               recovery at time of settlement or judgement as against                 
               Farmers Insurance, et al.  Nor will the litigation                     
               expenses extended by DCI have any offsetting effect as                 
               against any judgement due Evergreen Typing Service or                  
               yourselves individually as proprietors.                                
               The minutes of a meeting of DCI, dated December 30, 1984               
          (December 30, 1984 minutes) and signed by the Diamonds in their             
          capacity as shareholders of DCI, also made reference to the                 
          Farmers lawsuit and to certain rental payments that DCI owed the            

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