Stephen D. Podd - Page 45

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                    Powertex hereby grants to SCS, Inc. for the full term             
               of Powertex's exclusive licensing agreement with Sea Land              
               Service on the SEA-BULK units and any extension thereof,               
               this Consulting Agreement to utilize SCS, Inc.'s,                      
               technical expertise in the manufacturing, marketing and                
               sale of the SEA BULK units throughout the world.                       
          The agreement provided that notices to SCS should be sent to Mr.            
          Clark's condominium located at 580 Patten Avenue, Unit #39, Long            
          Branch, New Jersey 07740.  Mr. Clark did not purchase the                   
          condominium until April 6, 1984.                                            
               Pursuant to the agreement, Powertex was required to pay SCS a          
          "commission" of 2 � percent of net sales of Sea Bulk liners by              
          Powertex and its sublicensee, Insta-Bulk.  Beginning with the               
          quarter ending September 30, 1987, through February 25, 1992, the           
          "commission" was increased to 3 � percent of net sales of Sea Bulk          
          liners, and, for sales by Insta-Bulk, the commission remained at 2 �        
          percent.  During the period from mid-1985 through February 25, 1992,        
          Powertex paid approximately $927,451 to SCS pursuant to the                 
          agreement.                                                                  
               On October 26, 1995, Sea-Land filed a lawsuit in the Superior          
          Court of New Jersey against Mr. Clark, Mary J. Clark, SCS, Powertex,        
          and Mr. Podd, based on claims of fraud, commercial bribery,                 
          conspiracy, and breach of fiduciary duties in order to recover the          
          payments made to SCS.  The suit sought damages and demanded that SCS        
          return the payments made by Powertex.  The relevant portions of the         
          complaint stated:                                                           





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