Stanley M. Kurzet and Anne L. Kurzet - Page 4

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                                         FINDINGS OF FACT                                             
                  Some of the facts have been stipulated and are so found.  At                        
            the time their petition was filed, petitioners resided in Park                            
            City, Utah.                                                                               
                  Petitioner Stanley Kurzet (petitioner) was a successful                             
            inventor and businessman.  For many years, petitioner owned and                           
            personally managed ALS Corp. (ALS), a company based in southern                           
            California that petitioner founded in 1958 and that was involved                          
            in the design and manufacture, apparently for the U.S. military,                          
            of sophisticated electronic and engineering equipment.                                    
                  ALS became extremely profitable and valuable.  In 1984, at                          
            the age of 53, petitioner sold the stock of ALS in an arm's-                              
            length transaction to an unrelated third party for $20 million in                         
            cash.                                                                                     
                  As part of the sale of ALS, petitioner entered into a                               
            limited, 7-year consulting agreement with the new owners of ALS                           
            to be available to consult with the new owners in the continuing                          
            management of ALS, and petitioner entered into a broad covenant                           
            not to compete with ALS.  The covenant not to compete prohibited                          
            petitioner from engaging in any business or investment activity                           
            relating, in any way, to the type of engineering work and                                 
            business in which ALS was engaged and severely restricted                                 
            petitioner's ability to engage in any business or for-profit                              
            activity that related, in any way, to petitioner’s prior work and                         
            experience at ALS.                                                                        




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