Indeck Energy Services, Inc., and Subsidiaries - Page 42




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          The order in the Cook County Lawsuit vacating this portion of the           
          arbitration award remained on appeal until Indeck and Mr. Polsky            
          agreed as part of the Settlement Agreement to dismiss the appeal.           
               Two months after the arbitration award was vacated, Mr.                
          Polsky commenced the Lake County Lawsuit, wherein he maintained             
          his contention that, due to his wrongful termination, he was owed           
          the value of his shares as of June 1, 1993 (i.e., not the value             
          determined by third-party offers received during the year                   
          following his September 1990 termination).  He claimed the amount           
          due him for his shares under this theory was not less than $55              
          million.  Moreover, he advanced claims premised upon the higher             
          ($750,000 per share) offer received from CMS Generation for                 
          Indeck’s outstanding shares on August 6, 1991, which had not been           
          presented to the arbitrator.  Indeck, for its part, maintained              
          its position that the amount it owed Mr. Polsky for his shares              
          depended upon their net book value as provided in the                       
          Shareholders’ Agreement, since no bona fide offers for Indeck’s             
          shares had been received within the requisite period provided in            
          the agreement.                                                              
               Thus, during the more than 3-year period that Indeck claims            
          interest was accruing on a $15,030,000 indebtedness due January             
          31, 1991, the parties were in fact vigorously disputing the                 


               18(...continued)                                                       
          modified.  Id. at 5/11, 5/12, 5/13.                                         





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