Daniel L. and Ingrid N. Carroll - Page 6




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          $605,500 to be prepaid at the closing as rental for the first 6             
          months.                                                                     
               In the fourth step of the transaction, Clearwater licensed             
          the recyclers to First Massachusetts Equipment Corp. (FMEC) for             
          12 years at a guaranteed minimum royalty of $100,917 per month              
          beginning with the seventh month of the license plus a prepaid              
          nonrefundable $20,500 advance royalty.  After the recyclers were            
          placed in service, the license required additional royalty                  
          payments based on a percentage of profits that might be realized            
          on the sale or use of the resin pellets produced by the                     
          recyclers.                                                                  
               In the fifth step of the transaction, FMEC sublicensed the             
          recyclers back to PI, the manufacturer, on a month-to-month basis           
          for a royalty of $100,917 per month.  The sublicense to PI was              
          subject to most of the terms of the license from Clearwater to              
          FMEC.                                                                       
               In the final step of the transaction, PI was to sublicense             
          the recyclers to end-users who would use the recyclers to do the            
          actual converting of their low density thermoplastic foam or                
          film.  The terms of the sublicense generally required the end-              
          user to pay PI 100 percent of the recycled foam in exchange for a           
          payment from FMEC based on the quality and amount of recycled               
          scrap.  PI was to control and be responsible for placing the                
          recyclers with end-users and for arranging to collect or dispose            





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Last modified: May 25, 2011