Estate of Arthur C. Edwards, Deceased, Kenneth Edwards, Edward Edwards and James Edwards, As Trustees of the Arthur C. Edwards Settlement Trust, Personal Representative - Page 4

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               Decedent, at the time of the divorce, desired to maintain              
          control of the Company.  Ann Goss was not opposed to decedent's             
          desire to run the Company, because she recognized that the                  
          Company had prospered under his stewardship.  However, in return,           
          Ann Goss demanded certain property rights that she may not have             
          otherwise received in a dissolution proceeding, such as alimony             
          that would continue after her remarriage.  On March 6, 1970, in             
          order to meet these goals, decedent and Ann Goss entered into a             
          written property settlement agreement (the 1970 PSA) incident to            
          the divorce proceedings.  Pursuant to the 1970 PSA, Ann Goss                
          received one-half of the jointly owned stock.  In addition, she             
          agreed to place her shares of stock in trust (the voting trust),            
          and then execute a voting trust agreement in favor of decedent.             
          Pursuant to the terms of the voting trust, decedent would be                
          entitled to vote her shares of stock in the Company and Highland            
          Properties for 21 years or until his death, if sooner.  In                  
          return, decedent agreed to pay alimony that would not terminate             
          upon her remarriage.  Further, decedent and Ann Goss agreed to              
          maintain their reciprocal will provisions.  At that time, each of           
          their wills provided that the stock in the Company and Highland             
          Properties would pass, in trust, to the surviving spouse for                
          life, with the remainder to the three children.                             
               On March 10, 1970, decedent's marriage to Ann Goss was                 
          dissolved by a Los Angeles County Superior Court interlocutory              
          order.  The Los Angeles County Superior Court entered a final               




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