Estate of Robert L. Wagner, Deceased, Ruth R. Wagner, Personal Representative, and Ruth R. Wagner, et al. - Page 9

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          RTA had been aware of EDS’s efforts to sell the TTS as early as             
          January 1991, when RTA sent a memorandum to Charles White, a                
          principal shareholder of TRI, warning of its interest in the TTS.           
          Conclusion of the Lawsuit                                                   
               The lawsuit continued until the fall of 1992, when                     
          negotiations between RTA and EDS produced a settlement agreement            
          (the settlement agreement), which the parties executed on                   
          December 24, 1992.  The settlement agreement terminated the                 
          lawsuit and provided that EDS would pay RTA $2.1 million (the               
          settlement amount).  Payment of approximately one-half of the               
          settlement amount was dependant upon successful completion of the           
          TRI agreement.  The remainder of the settlement payment was                 
          dependent on EDS' making future sales of products, equipment, or            
          intangible rights.  The parties executed an addendum to the                 
          settlement agreement in February 1993, which granted RTA an                 
          option to purchase all products or services of EDS at the lowest            
          prices offered by EDS to other purchasers, as well as a territory           
          in which RTA would have marketing rights for future sales of the            
          tire transformation system technology.                                      
          Continued Development of the TTS                                            
               EDS and TRI continued to develop the TTS over the next                 
          several years (1993-95).  Nevertheless, as of the date of trial             
          of this case, the TTS had not been placed into service, and,                
          consequently, RTA had received no reimbursement as a result of              
          the settlement agreement.                                                   




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