Estate of Charles Whittaker Wright, Deceased, Valerie Wright-Ballin, Administratrix, and Betty J. Wright, Deceased - Page 3




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               In 1988, Mr. Wright decided he wanted to leave MEC.  A                 
          dispute arose because Mr. Wright believed that he owned 40                  
          percent of the outstanding shares of MEC, while Mr. Gussman and             
          Mr. Friedman believed he owned only 10 percent.  Mr. Wright also            
          believed that MEC had paid Mr. Gussman and Mr. Friedman                     
          disproportionately larger bonuses than it had paid him.  The                
          corporate records of MEC reflect that Mr. Wright was a 10-percent           
          shareholder, because he owned 40 shares of MEC’s 400 outstanding            
          shares of common stock.  Mr. Wright was emotionally distraught by           
          the discrepency between his understanding and the corporate                 
          records.                                                                    
               Mr. Wright engaged the law firm of Paul, Hastings, Janofsky            
          & Walker (Paul, Hastings) and began a lengthy effort to extract a           
          resolution from MEC and the other shareholders that would provide           
          a significant payment to him.  Tolliver Besson and John Burns of            
          Paul, Hastings represented Mr. Wright in negotiating with MEC and           
          the other shareholders.                                                     
               By October 1990, Mr. Burns was engaged in settlement                   
          negotiations on behalf of Mr. Wright.  Mr. Burns prepared two               
          draft agreements as part of the negotiations.  The first was                
          dated October 26, 1990.  It outlined a settlement including a $7            
          million stock buyout and a payment of $1 million for emotional              
          distress.  It did not contain any reference to the underpayment             
          of compensation.  The second draft agreement was dated January              







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