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into an agreement (1993 global agreement), effective as of August
1, 1993, which provided in pertinent part:
THIS AGREEMENT, made as of and effective this 1st
day of August, 1993, by and between FRANCES B. HAVENS
(“Havens”), and OSCAR M. BARBER (“Barber”), and DELA-
WARE CORPORATION (“DC”),
STATEMENTS:
A. Barber is 100% owner of all of the stock of DC.
B. Havens is the owner of property known as 1316
Harris Road, Virginia Beach, Virginia, (the “Vir-
ginia Beach property) and 185 acres, Reedy Church
District, Caroline County, Virginia (the “Caroline
County property”).
C. Havens and Barber are the owners of Marion-Booker,
a Virginia limited liability company, which owns a
lot with improvements thereon at Chick Cove Manor,
Middlesex County, Virginia.
D. Barber has and/or is asserting an ownership inter-
est in property on Mitchum’s Creek in Middlesex
County, Virginia.
E. Havens is a 60% owner of Management Systems Appli-
cations, Inc., a Virginia corporation.
F. Havens owns a 30% interest in MSA-Kuwait, LLC
[MSA-Kuwait] a Virginia limited liability company
and DC owns a 30% interest in MSA-Kuwait, LLC.
G. The parties have agreed and desire that the Caro-
line County property, the Virginia Beach property,
the interest in MSA-Kuwait owned by Havens and the
Mitchum Creek property, and the Marion-Booker
property be transferred to DC, for DC to enter
into a management contract with Management Sys-
tems Applications, Inc. (“MSA”) and for Havens to
acquire a stock ownership in DC as set forth be-
low:
WITNESSETH:
NOW, THEREFORE IN CONSIDERATION of $10.00 cash in
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