Wallace R. Noel and Robinette Noel - Page 6

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          estopped from claiming that the PMI shareholders' rights had been           
          modified by the later agreements between PMI and PepsiCo.                   
          Finally, petitioner alleged that the conduct by Pizza Hut in                
          preventing the public offering constituted a tortious                       
          interference with petitioner's contractual rights and prospective           
          business advantages.                                                        
          In 1990, petitioner and Lawrence F. Dickie, a representative                
          of PepsiCo, entered into settlement negotiations, resulting in an           
          agreement whereby PepsiCo would acquire all of petitioner's PMI             
          stock, and petitioner would release his claims against PepsiCo              
          and Pizza Hut.  During these negotiations, petitioner and                   
          Mr. Dickie discussed the damages suffered by petitioner as a                
          result of PepsiCo's actions, including the damage to his rela-              
          tionship with the bank and the harm to his business reputation              
          through adverse publicity in the press.  On March 28, 1990, in              
          compliance with the settlement agreement, petitioner transferred            
          393,9483 shares of PMI stock to PepsiCo.  On the same date, peti-           
          tioner signed documents releasing all claims against PepsiCo and            
          Pizza Hut.  In consideration of the stock transfer and peti-                
          tioner's release of claims, PepsiCo paid petitioner $3,250,071.             

          3Petitioner owned 386,448 shares of Pizza Management, Inc.                  
          (PMI).  Additionally, petitioner controlled 7,500 shares that               
          were beneficially owned by his wife and children.  The total of             
          these two amounts constitutes the 393,948 shares transferred to             
          PepsiCo, Inc. (PepsiCo).                                                    

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