Cascade Designs, Inc. - Page 4




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          inflating air mattress (mattress) for use by backpacking and                
          mountain climbing enthusiasts.                                              
          The Patents                                                                 
               In January 1972, Lea and Anderson applied for a patent on              
          the design of the mattress, and U.S. Patent No. 3,872,525 (the              
          525 Patent) was issued on March 25, 1975.  Later, on February 3,            
          1976, Lea and Burroughs were issued U.S. patent No. 3,935,690               
          (the 690 patent) for their method of packaging the mattresses.              
          On May 31, 1977, Lea and Anderson were issued U.S. patent No.               
          4,025,974 (the 974 patent) for their method of making the                   
          mattresses.                                                                 
          The Incorporation                                                           
               On April 24, 1972, Cascade was incorporated in the State of            
          Washington for the purpose of manufacturing and selling the                 
          mattresses under the name "Therm-A-Rest".  Cascade was                      
          capitalized with $1,000, and its stock was owned as follows:                
                                                  Ownership                           
                    Shareholder                   Percentage                          
                    Lea                           60                                  
                    Burroughs                     20                                  
                    John Lea1                         20                              
                    Total                         100                                 
               1.John Lea is Lea's brother.                                           
               Lea returned to work for Boeing in November 1972, where he             
          continued to work until June 1978.  During these years, Lea and             
          Burroughs were full-time employees of Boeing, and worked for                






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