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position that they were in immediately prior to
the effective date of this agreement. For pur-
poses of illustration the Caroline property, the
Virginia Beach property, half of the MSAK interest
would be returned to Havens. The Mitchums Creek
property would be split 50-50. In the event of
such termination or dissolution, the parties agree
that total assets of DC will be assigned a fair
market value, with Havens being entitled to 50% of
the total fair market value and Barber entitled to
50% of the total fair market value; provided,
however, Havens shall be entitled to receive as
part of her 50% share, the equities accumulated in
the aforementioned properties. In the event of
termination or dissolution, Havens agrees to con-
vey all of her right, title and interest in DC
back to DC or to Barber. [Reproduced literally.]
Pursuant to the 1993 global agreement, Delaware Corporation
and MSA entered into a management contract (1993 management
contract). The 1993 management contract, which was effective as
of August 1, 1993, provided in pertinent part as follows:
THIS MANAGEMENT CONTRACT [is] made and effective
as of August 1, 1993, between The Delaware Corporation
* * * (“DC”) and Management Systems Applications, Inc.
* * * (“MSA”).
STATEMENTS:
* * * * * * *
C. MSA desires to enter into a Management con-
tract with DC for DC to supply management services to
MSA.
* * * * * * *
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