Cascade Designs, Inc. - Page 14




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                    It further [sic] recognized that, for Cascade to                  
               market its products competitively, there needs to be a                 
               reasonable limit as to percentage of the selling price                 
               which can be allocated to royalty payments or the like.                
               Accordingly, Cascade shall have the right to review on                 
               an annual basis the patents and patent applications                    
               sold by Lea to Cascade along with such other                           
               improvements which might be incorporated in its product                
               line, to determine if there should be any reallocation                 
               of the five percent (5%) payments which are to be made                 
               to Lea for the following calendar year.  If Cascade                    
               determines that such other improvements have                           
               substantial merit and make a significant contribution                  
               to the technology incorporated in Cascade's products or                
               in the process for making the products, then Cascade                   
               may, in its discretion, make a reallocation of the five                
               percent (5%) payments to be made Lea, * * * .                          
               On April 20, 1983, in accordance with the 1982 agreement,              
          Cascade delivered to Lea an installment note for $259,128.03, the           
          amount of the payments delinquent under the 1979 sales agreement.           
          The note required quarterly interest payments and two equal                 
          principal payments on December 31, 1983 and 1984.                           
          Improved Cash-flow and Prosperity                                           
               Cascade made several changes that improved its cash-flow.              
          First, instead of contracting out the manufacturing operation,              
          Cascade began to manufacture the mattresses itself.  This change            
          allowed Cascade to retain the contractor's profit, which it                 
          estimated was approximately $100,000.  Cascade also improved the            
          manufacturing operation by changing from a cut-out method to a              
          peel-out method of removing the mattresses from the presses.                
          Once the workers became proficient at using the new method, each            
          mattress was manufactured more quickly and, therefore, at a lower           





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