Delaware Corp., et al. - Page 9

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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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