Estate of Robert L. Wagner, Deceased, Ruth R. Wagner, Personal Representative, and Ruth R. Wagner, et al. - Page 8

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          Despite its efforts, the FDER did not award RTA a waste tire                
          disposal contract.                                                          
          Cessation of RTA’s Business Operations                                      
               Following RTA’s failure to obtain a FDER waste tire disposal           
          contract, the shareholders collectively determined that RTA would           
          cease all further business activities.  In May 1991, RTA                    
          discharged its employees and ceased operations.  RTA did not                
          further pursue obtaining a FDER permit, attracting additional               
          investors, or marketing or promoting the TTS technology.                    
          EDS’s Agreement with Tire Recyclers, Inc.                                   
               At the time RTA discontinued payments to EDS in mid-1990,              
          EDS began marketing the TTS and underlying technology to new                
          investors.  On November 6, 1991, EDS entered into an agreement to           
          sell the equipment to an unrelated company, Asset Holding Co.,              
          which assigned its rights to Tire Recyclers, Inc. (the TRI                  
          agreement and TRI, respectively).  Pursuant to the TRI agreement,           
          TRI agreed to purchase the TTS (i.e., the partially constructed             
          TTS that EDS originally had been constructing for RTA) for a                
          purchase price of $3 million plus costs incurred in transporting            
          the TTS to TRI's business location in Virginia.  One-fourth of              
          the purchase price ($750,000) was payable to EDS prior to                   
          shipment of the TTS, and the balance was due to EDS once the TTS            
          had been successfully constructed and, among other things, had              
          satisfied all governmental requirements for continued operation.            






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