Stephen D. Podd - Page 44

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          amendments to the agreement lowering the royalty rate, Sea-Land's           
          1989 agreement to sell the Sea Bulk patents to Powertex, and Sea-           
          Land's 1989 agreement to license its Sea Bulk trademark to Powertex.        
          Mr. Clark also approved the sublicense agreement between Powertex           
          and Insta-Bulk.                                                             
               During 1983, Mr. Clark authorized Sea-Land to give free freight        
          to Powertex for the shipment of liners to Powertex customers.  Mr.          
          Clark retired from Sea-Land on December 20, 1992.  Subsequently, on         
          March 19, 1993, the free freight arrangement for shipment of                
          Powertex liners to customers was terminated by Sea-Land.                    
               On July 11, 1983, Mr. Clark incorporated Special Commodities           
          Services, Inc. (SCS) under the laws of the State of New Jersey.  Mr.        
          Clark was the president of SCS, and Mary J. Clark was its secretary         
          and treasurer.  The outstanding stock of SCS was owned 60 percent by        
          Mr. Clark, 30 percent by Mary J. Clark, and 5 percent each by Dana          
          J. and Mark A. Clark.                                                       
               During or around November 1983, Powertex began making periodic         
          payments to SCS.  At some point, Mr. Podd and Mr. Clark executed an         
          agreement "dated as of November 18, 1983" concerning these payments         
          which provided:                                                             
                    WHEREAS, SCS, Inc. was, in part, instrumental in                  
               Powertex's obtaining that exclusive license [the Sea-Land              
               license] through consultations with Powertex during and                
               subsequent to the negotiations between Powertex and Sea                
               Land * * *                                                             
                    WHEREAS Powertex and SCS, Inc. believe it to be in                
               their mutual best interests for Powertex to continue to                
               receive marketing and technical advice on the manufacture,             
               marketing and sales of Sea Bulk units * * *                            




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