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 5

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          judgment of dissolution of marriage on March 12, 1970 (the final            
          judgment).  The 1970 PSA was incorporated into the final judg-              
          ment.  At the time the final judgment was entered, each of the              
          Edwards children was over 21 years old.                                     
               A disagreement between Ann Goss and decedent arose concern-            
          ing some of the terms of the 1970 PSA.  In order to resolve the             
          disagreement, decedent, Ann Goss, their three children, and the             
          Company entered into a second property settlement agreement on              
          January 20, 1984 (the 1984 PSA).  On June 6, 1984, a stipulation            
          for modification of judgment and order thereon was entered by the           
          California Superior Court (the 1984 court order).  The 1984 court           
          order incorporated the 1984 PSA into the final judgment in place            
          of paragraph 14 of the 1970 PSA.  Paragraph 14 had dealt with the           
          reciprocal will provisions of petitioner and Ann Goss.  In the              
          1984 court order, decedent was prohibited from modifying, without           
          prior approval of the court, the Arthur C. Edwards settlement               
          trust (settlement trust), a revocable living trust that he had              
          created in 1981.  Under the terms of the settlement trust,                  
          decedent was to receive the income from his stock in the Company            
          and Highland Properties during his life; at his death, Ann Goss             
          was to receive such income for life; and, at her death, the trust           
          property was to be distributed to the three children.                       
               On November 6, 1988, the date of decedent's death, the fair            
          market values of decedent's interests in the Company and Highland           
          Properties, respectively, were $18,113,960 and $106,184.  Pur-              




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