Stephen D. Podd - Page 15

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          facility near Amoco's Cooper River plant, thus ensuring an                  
          alternative supply source should production become impaired at the          
          Rouses Point facility.                                                      
               During March 1988, Amoco and Powertex discussed entering into a        
          purchasing agreement for Amoco's liner requirements and the opening         
          of a second manufacturing facility near Amoco's Cooper River plant.         
          On February 22, 1989, Powertex and Amoco executed a blanket purchase        
          agreement.  In the agreement, Amoco agreed to purchase liners for           
          its Cooper River plant exclusively from Powertex during the 2-year          
          period commencing January 1, 1989.  The agreement was renewable by          
          Amoco for four 1-year periods, provided estimates of Amoco's 1989           
          liner requirements, set forth guaranteed prices, and imposed                
          manufacturing specifications.  The agreement also allowed Powertex          
          to supply Amoco with liners at the end of the initial 2-year period         
          at matching prices, if a competitor offered to sell non-infringing          
          liners at lower prices.                                                     
               During 1990, the Podds incorporated Powertex South Carolina            
          (Powertex SC) in Moncks Corner, South Carolina, which began                 
          manufacturing liners for Amoco's Cooper River plant in April of             
          1990.  Eventually, Powertex SC came to sell 50 percent of the liners        
          it manufactured to customers throughout the world.  Powertex SC did         
          not pay any royalties to the Podds or Powertex for its sale of the          
          Amoco liners.                                                               
               On September 27, 1988, Mr. Podd filed a patent application with        
          the U.S. Patent and Trademark Office for certain improvements on the        

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