Ralph W. Emerson and Suzanne O. Emerson - Page 4

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               ProGuard owning 85%.  If additional capital is                         
               required, equity interest shall be based on partners’                  
               capital balance.  ProGuard will have a right of first                  
               refusal should Emerson decide to sell his respective                   
               While at ProGuard, petitioner reported to Bradford G.                  
          Crandall, Sr. (Crandall, Sr.).  Crandall, Sr. lent to petitioner            
          over time $128,424.60, and promissory notes were created to                 
          document the loans (the loans).                                             
               Petitioner was diagnosed with diabetes in about 1990.                  
          During petitioner’s relationship with ProGuard, he took daily               
          medication for his diabetic condition.  Petitioner ceased working           
          for ProGuard on or about August 18, 1997.                                   
          Lawsuit Against ProGuard                                                    
               On September 11, 1997, petitioner filed a complaint against            
          ProGuard, Crandall, Sr., Bradford G. Crandall, Jr.                          
          (Crandall, Jr.), and a group referred to as “Does 1 though 50”              
          (collectively, “defendants”) in the Superior Court for the State            
          of California for the County of Solano (the lawsuit).  The                  
          complaint alleged that petitioner and Crandall, Jr. together                
          obtained patents for products developed by petitioner while                 
          working with ProGuard.  The patents were held in ProGuard’s name,           
          which would then package and sell the products.  In consideration           
          for petitioner’s work, he was to receive 15 percent of the net              
          profits from the sale of the products and a 15-percent capital              
          interest in any entity formed by ProGuard and petitioner to sell            

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Last modified: May 25, 2011