Estate of Robert L. Wagner, Deceased, Ruth R. Wagner, Personal Representative, and Ruth R. Wagner, et al. - Page 5

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          Fabricating), which the parties agreed would manufacture the TTS.           
          The agreement also requires EDS to provide RTA with all                     
          assistance and advice necessary for obtaining the regulatory                
          permits required for operation of the TTS.  EDS's principal                 
          shareholders guaranteed the performance of EDS's obligations                
          under the agreement.                                                        
          Construction and Permitting of the TTS                                      
               Subsequent to entering into the agreement, RTA began                   
          searching in Polk County, Florida, for a site on which to locate            
          the TTS.  Manufacture of the TTS began in the fall of 1989.  On             
          May 11, 1990, RTA applied for a permit from the Florida                     
          Department of Environmental Regulation (FDER).  Obtaining the               
          FDER permit was key to RTA's success, because, without it, RTA              
          could not legally operate the TTS in Florida.  On June 5, 1990,             
          the FDER sent RTA's president, Robert L. Wagner (deceased husband           
          of petitioner Ruth R. Wagner) a letter detailing certain                    
          deficiencies in RTA's permit application and identifying                    
          substantial additional information that RTA was required to                 
          submit before the FDER could fully consider the permit                      
          application.                                                                
          The Lawsuit                                                                 
               In June 1990, Miles Fabricating stopped manufacturing the              
          TTS because RTA had terminated its periodic payments to EDS and             
          EDS lacked the financial resources necessary to pay Miles                   
          Fabricating.  EDS considered RTA's cessation of payments a breach           




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