Delaware Corp., et al. - Page 13

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               1.   DURATION AND CANCELLATION                                         
                    The initial term of this contract shall be for one                
               (1) year; beginning on the effective date of this                      
               contract and ending at 12:00 midnight on July 31, 1994.                
               After the expiration of the initial term, this agree-                  
               ment will continue in effect on a year to year basis on                
               the saine [sic] terms and conditions until canceled by                 
               either party. * * *                                                    
                  *       *       *       *       *       *       *                   
               9. MANAGEMENT FEES                                                     
                    A.   In return for the management services pro-                   
               vided by DC to MSA under this contract, MSA shall                      
               negotiate the fees for each contract function assigned                 
               to DC.                                                                 
                    B. As an incentive under this Agreement, in                       
               addition to the fees under Paragraph A above, DC shall                 
               be paid an amount equal to 5% of the pre-tax profits of                
               MSA resulting from or because of management improve-                   
               ments by DC, for each calender year. * * *                             
          Pursuant to paragraph 9(A) of the 1993 management contract, MSA             
          paid Delaware Corporation $30,000 per month for a period not                
          disclosed by the record.                                                    
               Pursuant to the 1993 global agreement, Ms. Havens entered              
          into a contract of purchase that purported to sell to Delaware              
          Corporation the Caroline County farm (Caroline County farm                  
          contract).  The Caroline County farm contract, which was effec-             
          tive as of August 1, 1993, provided in pertinent part:                      
                    THIS CONTRACT OF PURCHASE, entered into as of the                 
               1st day of August, 1993, by and between FRANCES B.                     
               HAVENS (hereinafter referred to as “Seller”) and DELA-                 
               WARE CORPORATION (hereinafter referred to as “Pur-                     
               chaser”).                                                              







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