Framatome Connectors USA, Inc. - Page 10




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          Furukawa, and Sumitomo negotiated to try to eliminate these                 
          problems.  They signed a memorandum of agreement and confidential           
          memorandum of understanding in 1968 to amend the 1962 basic                 
          agreement.                                                                  
               The Burndy-Japan shareholders signed a memorandum of                   
          understanding on October 24, 1972, which provided, among other              
          things, that Burndy-US was "to have complete management control             
          of Burndy-Japan" except that the following actions required the             
          approval of all Burndy-Japan shareholders:  (1) Change of                   
          capital; (2) license agreements with third parties; (3) purchase            
          or sale of shares in Burndy-Japan or other companies; and (4)               
          payment of dividends.  Burndy-Japan paid Burndy-US a management             
          service fee based on gross sales.                                           
               3.   1973 Basic Agreement                                              
               Furukawa and Sumitomo continued to manufacture connectors              
          after Burndy-Japan was formed.  Farley believed Furukawa and                
          Sumitomo gave higher priority to selling their own connectors               
          than Burndy-Japan’s connectors.  The Burndy-Japan shareholders              
          signed an agreement on March 13, 1973, to address these and other           
          problems.                                                                   
               On March 19, 1973, the Burndy-Japan shareholders signed                
          another agreement (1973 basic agreement) which provided the                 
          following:                                                                  








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