Free Post Trial Brief - District Court of Federal Claims - federal

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Mr. Bryan R. Carmichael Prasidont INNOVAIR, INC. 255 W 35th Avo., h ~.0. Box 2305 Oshko~ . WT-54903-2305 JUly

Ref.No.= 91/113

iO, 1991

Thank you for .your fax letter da~ed ~uly 2, 1991. It nice to hear that you would be in.Ankara beEore at the dnd oZ ~n/1¥. I think is about time, if not latm, t~ pursue the pr0Jeot on solid grounds.

Industry people are approaching very positively to the proJeuS, Additionally, t.he Turkish Airllnss has shown keen interes~ fu~ pur=haslng ~hr~e ~onver~d C--47's iZ the TA2 CO~ : You. ~nowt initial reaction of the TA2 people were about the high uost of =~nvertion information from the TAF t.ha5 ~hey SSill think the cost is litt~, h~gh. We should be able t~ It is the most'essential el~ment of be'!n~ successful. The financial proposal you mentlunmd in y~ur fax letter s~unds (~Ithough ~ might b~ wrong) littl~ unworkable to ~e, Transferring ownership title from the USA2 tu the TA~ .then from the TAF tu the financi~i group, and finally leasing arrangements for the converted airplanes would ta~e too l~ng t~ ao=omplish whmn one thinks of bureaucracy and paper wmrk involved f~r ~uch 5=~nmactions. ¯ conveyed my concern on thi~ issue ~o Hr. Pin~le in a ~nx me,sage earlier today. ¯ have nut 9ut his reopons~ y~t.

iII

C001358

I; DEFENDANT'S !' 'EXHIBIT JX~O

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Zn nny oas-t $ got ~n appointmant with on~ of the division hend~ of the End~rBe~r~tari~t of Defense IndUStry, who is in ~hnrg~ o~ this type O~ tr~n~ao~ion~ for tomorrow nft~rnoo~ to double cheo~ ~he workability o~ the flnancial oono-pt you propose.

Mr, pingle has sent me ~' Copy o£ tb.e draft Sales A~enoy paragraphs. Should I convey those to you before you visit Turk.yt or woul~ you prefer to discuss and finnlize those while you are i~ Turkmy.
Lo~kin~ forward'to hea~ from you soonl

Yours sincerely,

~ana~Ing ~irector.

JX50/2
C001359 TEMS, A KONSULT
~i, In~
Arl~n~n CO~O~I NO. ~

DX 189 / 2

~700 K~wkhde~e.An~rm,TUflKEY TOI: (4) 107~3~,167~

F~K: (4) 107 07 06

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PLr. Bryan R. carmicbael Pr.mident INNOVAZR, INC. 255 W 35th Ave., ~.0, Box 2~05 Oshkosh WI-54903-.23D5 USA Ju!y 3.0, 1991 Ref:NO.: 91/113

D~ar Mr, 'carmich.el,
nice ~o h~ar ~t ~ou w~id b8 in Ankara before at o2 ~uly. ¯ ~i~ i. about ~imm, if not late,, to pur~u, the project on soli~ ~rounds. gx' '. The ~ir Force and ~e un~ersecre~arlat oZ De~en~e .project. Additlonally, the ~ki~h A~lines. hss sho~ keen

C~ ~ you know~ initial re~iun o~ ~e th~ demons~tion, I h~d r~=nt inside . inZo~mtlon from ~e TAP that they still ~ink the coat is little high. We should
It is the most .essential element of bein~ succeSsfUl. The financial -proposal you mentlon~ in your.fa~ letter might be Transferring uwnershlp title from the USAF to the TAF~ then ~rum the TAF tu th~ financial group, aD~ finally leasing arrangements for the ~onvertcd airpl~n=s would ta~e t~o long to a~ccmplish when ~ne thi~ik~ uf ~ur~au=r~cy -and poper work- involved for such ~rnnsn~tions. in n ~nx m~ssage ~arller ~odey~ ~ have not gut hi~'r.sponse y~t. "

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In any o.s-i I got an .ppolntm~t with =n, of the division head= o5 the Und~rseormtariat of Dafense.ln~U~ry, who is in charge of this typm of trnn~actions~ for ~omorroW ~ft~rnoon to double chec~ th. wor~.bility o~ th- ~innnci.1 oonoept you propos~.

paragraphs. Sb0uld. I oonvey ~hose ~o you before you visit TUrk~y~ or woul~ you prmf~r to d!souss sad finalize those whil~ you ar~ in Turkey. ". Looking forward to ~ar from you. soon.

'Nans~Ing Director.

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~ KOHSLILT R. ~, P~RRA/TI3RKEY

F A

X

~ 0 V

Datm

~ Jul~ '20, 199'1

TO ATTENTION FROM REF.

x MX. ~AN ~ C~m~ZL
~ T~MSA XONSULT A,S,

.~hould you have any p~ob~ema r~c~Ivlng t0 uall~
(90-4) 167 94 32 ur (90~4) ~67 94 33

MESSAGE

Total Number o£ Pa~es

(~ncludlng this cover

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us Holdir~
4225 ~ G.lers:l~e A~, #112 R',J:PJ'L~, ~'J.zcna. 85051
(602) 246-9842

Fax (602) 939-5365 T~A~S,,~TTAL

rF ~ E0 NOT REC~W~ ALL ~ OF ~US FAX, PfJmt~E C%LT~ ME AT -(S02) 2469842.

C0~42~

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INNOVAIR AVIATION LIMITED
4225 West Glendale Avenue, #112 Phoenix, Ariz~a 85051 (602) 246-9842
Fax (602) 939-5365

July 25, 1991

Fred J~nscn

United Tech~l~ies Curp~r~tiun
400 Main Strut
~ Hal..ford, Cu~necti~t 06108

like to plan a visit tm Ank~-a at as early a ~ate as possible. You have indicated that a r~pr~ative of UIC w~uld be prepared to visit at the sa~e tim~, to look at the pr~-pects of d~vel~ir~ a offset c~dit pr~g~m as part of t-he Turbo-67 pr~ect. It wuuld be w~rthwbi!e for us to jointly devalup an uutline of a strategy befor~ the Ankara visit. In t2LiS r~gard I am enclosing a letter written to Dr. Dinc cn July 2, which pruvides a brief ~verview of the ~ status
Dr. Dinc recently v~_sitad the number tw~ man at the Mh%L~ of Defence ~ office, who pr~ we consider a somewhat different structure for the pruject from that c~tlined in the July 2 letter. He suggested that

a private ~ be formed which w~uld purchase the Turkish Air Forue C47'S. ~he TAF w~ttld r~ceive a ~ r~m~er of co.vetted ~rcr~ft as

territories outside Turkey in which to market some of the cor~erted

aL-x:raft. I am n~t very r~ve to th~s proposal as piston C-47's
a%~ailable for ar~m2~ $i00,000 to $~?.5,000. Hence .the rural market value of

the 26 ~ the ~F ~s operuting would be in the order of $3 million, which appr~i~ates the selling prioe of une turbinized C-47. I d~ubt TAF would be too satisfied with such a deal.

C004269

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Turkey ~l~ng the lines ~fclined in my letter of July 2, to Dr. Di~=. He has ~ c~nfidence that ~ cuuld obtain ~ of the July 2 plan, and that finnnc~ w~uld be available. par~icipate, fr~ the point of ~ of offset ~dits. I hav~ nut had'

inwlwme~ in this ar~ hut assu~ the ty~ of partlcipati~n ~u mi~t

Expurtofal~tadnumber~ccmv~zsi~

C004270

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Aug.:~,, '91 17:{~1

CENTIJRY PAR~ 5~E~KT~N rl~ FP.x b.~'-o~i-..~li.~

r. .J

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FOLEY

~,

LARDNER
CHICAGO. ILLINOIS WASHINGTON, D.C. ALEXANDRIA. VIRGII~IA

MADISON. WISCONSIN 53701-1497 FOLEY & LARDNER H|LWAUK¢'", W|~,COHSIN 53~'O:~-5367
1NRrrER°S DIR~'~-~" LINE

(6081 258-4283

September 17, 1991

Reid C. Pixler Assistant United States Attorney United States Attorney's Office 230 North First Street. 4000 United States Courthouse Phoenix, Arizona 85025 Re: Dear Mr. Pixler: This letter is to confirm our conversation of last week. During that conversation, I informed you thatthe District Court in Wisconsin denied Innovair's motion for a preliminary injunction requiring Basler Turbo Conversion ("BTC") to transfer the technology due Innovair under the technology license agreement. One of the grounds relied on by the Court in making its decision was the government's seizure of the license agreement. As a result of the court's decision, Innovair is no 10nger interested in pursuing the possibility of posting a substitute res bond for the license agreement. Accordingly, Innovair's offer to assign its receivabl~ from BTC in lieu of a bond is no longer open. If, in the future,.circumstances change, we can of course reconsider the issue. As we also discussed last week, BTC has used the .government's s~izure as a pretext to cancel the license agreement that the government has seized. BTC's purported cancellation of the agreement, whether ultimately upheld by the court or not, has no affect on the government's seizure of the agreement, nor does it in any way impair the government's continuing interest in the agreement. Despite the fact that BTC is aware of the government's position that the technology cannot be used until such time as the Unlted States of America v. One Technoloq7 Licens~ Aqreement, No. CIV-90-1827-PHX-RCB

6970578

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Reid C. Pixler September 17,.1991 Page 2

litigation is resolved or a substitute res bond is negotiated~ Innovair has received information that BTC*is- actively using the ¯ rights under the technology license t6 negotiate the Sale of converted planes~to foreign countries. During our conversition, you reaffirmed that BTC has no greater rights to use the agreement that the government has seized than Innovair had. Just as the seizure prevented Innovair from continuing -to operate ~nder the technology license, the seizure likewise prevents BTC from using the license. Accordingly, under existing circumstances, BTC has no right to use the technology license agreement.
If ¯ have accurately recounted our discussion of the government's, position regarding use of the license agreement, please sign the acknowledgement below and return it to me in the enclosed envelope. If, for any'reason, you believ~ that further clarification .of the government's position is necessary, please telephone me immediately so that we can discuss these issues. Given that BTC is currently using the asset that the government has seized, it is important that we resolve this issue as soon as possible.

Very Truly Yours, FOLEY & LARDNER

Katherine M. Lunsford I ref regarding technol that the an accurate s position use of the seized nt.

C. Pixler * / Assistant United States Attorney
*I have been authorized by DOJ to negotiate only the preparation of a substitute res bond. A formal departmental statement has been requested per earlier correspondence. A formal statement of the government's position is in process. However, I personally believe that the conclusions regarding the use of the technology license agreement stated in this letter are an accurate statement of the law.

6970579

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TAMPA~ FLOIm.IDA

WRI'IT~'S DIRHCT LII~: (608) 25&-4283 ~LECO~CATIONS LE~ER

TO:

P~id C. Pixler, Assistant Uni~l Sta~ ARomey

OF: Unit~:l

TELECOPY NUIVI~ER: (602) 379-3905

DATE: September 17, 1991 TIME SE1VI':

CODE NUMBERS:

TOTAL NUMBHR OF PAGES INCLI_rDING COVER $~: 3

~_ARE ANY PROBLEMS WH~ THIS~URANSMISS'LON. PLEASE CALL (608)~57-5035. EXT. 42b'2~ AS SOON AS_]~SSIBLW..

w~ ARH TRANSMHT/NO YROM: PANATAX UF-250

PANAFAX-U~-260 -

SYEC/AL INSTRUCTIONS, IF ANY:
~:I~E~RMATION CONTAINI~D_IN_~ms FACSIMILE MESSAGE T~ INTENDED ONLY I~'OR THE. PERSONAL ~O~I~ID.E~rI'IAL ~ OF 'F~ DFSIGI~TED~IF_~UIENTS NAM]~ A'BQV~- ~ ME~;AGE MAY BE ~ AT~OI~J~EY-~'LIE~rr COMM'W~CATION, ~ ~ ~ ~ ~ ~ ~N~D~ ~~OF~~~NOT~~~I~OH ~ AG~ ~N~LE ~ D~G ~ ~ ~E ~ ~, YOU ~ ~ NO~ ~AT YOU HA~ ~ ~ ~ ~ ~O~ ~ ~T ~ ~, ~EPHO~ ~ ~ ~ O~G~ ~GE ~ ~ BY ~ ~ YOU.

6970580

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INNOVAIR AVIATION LIMITED
4225 West Gl~e Avenue, Ph~mix, Arizmm 85051 FAX (602) 939-5365

(602)

Octcbe/ I0, 1991

Tne foll~win~ sets out my ur~zTstm~ of the discussions held betw~m~ yuu and Barry Wilson and I at Hartford cn Mc~day S~pt~mber 30, 1991. Inncvnir stated that it w~s its objective to take whatever steps ~ necessary to ensuz~ that prDjec~ was able to move ahead by eliminating or minimizing any interference due to the prublems between the shareholders. Innovair has requested an expedited hearing of its appeal r~lated to the pr~visi~n of technology by BTC to Inn~rair. We have been advised today by

the C~rt of Appeals t!mt ~ur ~ for an expedited hearir~, has-been
ccmm~nce manufacturing in a shor~ time ~ after the decision of the cuurt, and will be in a position to supply UIC's kit requlr~_nts and technical support. Should UTC ~ kits prior to the time Innov~tr can supply, ~ will net interfer~ if UTC's kit ~ ar~ obtained frc~ BTC until ~ c~n supply. ~d Innov~ir's Appeal r~t be successful, then a r~solution of the validity of the Technolc~y License Agr~m~nt by Arbitrution cuuld take an

Innmrair wuuld prefer .that UTC wait until the December decision before ordering kits, but if ther~ is a r~ to place an im~diate order then it c~n be placed with BTC.

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of~he factthe Inrmva~has cl~t~~" IfUICpurchas~ its supply of kits fr~ BTC t~ ~ w~uld be facilitated. c~r~zrsic~ kits, or cu=p~nents of cunv~icn kits, fr~ third parties such as BTC, if Inno~ir ~s unable t~ supply. Hence, UIC cupid operate under the Inrm~ir distribution agreement, but may z~quir~ s~e form of supply agre~-nt with ~.

support tm UTC.

B~b Clark is currently preparing a pr~Dsal for

crxmsel to arriv~ at a w~rkable soluti~ tm this problem, and will advise uIC of its pruposal within a ~_k fr~ t~day. During the Hartford meetin~ we ~ adding Turkey to UIC's terrltcries at l~st ~ a te=porary basis un~l Inn~wair's status to service this week.

fr~ and legal actimn by ~ during a pericd ~ kits my be supplied by BTC, ard cuntim~'ty of supply ard technic~l ~ once Innuv-air's rights ar~ clarified by the courts, or by Arbitruticn.

C001779

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~ i0, 1991

~'s ~ rursu~ of its ri~ts. ~ e~/usiv~ intzrnati~nal the Baslers. In ar~liti~n, the existan=~ of a ~ lewl of ted%nical

C001780

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nternal Correspondence
L W. MARSHALL January 15, 1992 To: D,C. Yen

ECHNOLOGIES
L T Financ~ Corporation

J/~H 1 5 1997-

From: R.O. Wilson K_A. Mommo
Subj: I..¢as¢ Guaranty Reque.st/Talwan Offset C~¢dit

~ was approached by P&W Offset Group r¢garding a transaction they have been woddng on the last few month& The Ga'oup has been in discussions with a lcas~g company in LA., dm Global AirfinanccGroup [Global], wkich specialix~ in th~ leasing of turbo-prop aircrafL In attr, mp= to satigfy P&W Off,~t commitments in Taiwaa,. (see atta~hM Offset Ulxtam) th~ Offset Group has d~ve2ol~l a leasing concopt for modifi~ DC3% which would ultimately ext~gui~h $22 lVlilIion of the off~t requiremenL ~ leasing concept would requir~ LrI'C~ involvement by way of umm form of rmatmial " guarantee. The Pratt & Whitney Offset Group ~ ~ked UTF to assist them in obtaining the proper approvaB from UTC Senior Mamge.m~nt.. Pratt & Whitney currently owns and leases one DC3 alrcxaft. As a way of meeting the obligation, Pratt & Whittmy would have to buy a second DC3 and contract with Taiwan to do modification work th~ generating 22 Million in oLf~t ea'ediL Global would then buy both DC3's from Pratt & Whimsy and lease them to ttmir lessee, WiraXais Udam, a charmr airline otmrating in Malaysia. In ord=" to ~ th~ financing for the acquisition and subsequent lease Globals' bank n~.ds a guarante from UTC. Global is requesting that UTC provid~ 1.00% financing guarantee against d~fault of the ~ which totals approxima~y $6.8 Million. We can probably get by with something less than a 50% fast lgss deficiency guarantee and are currently holding discussions with Olobais' bank. W¢ are also awaiting financial informadon from Olobals' le.ssee. Wirakds Udara. , The following am te, xms of the agreement struck with Global .and Wirakris: Equipment: Two Ba.sl~r BT-67 Aircraft (Modified DC3) and One Spare Engine Engines: P&W FT6A-67R

Equipment Value: $3.5 Million per A/C; $550,000 Spare Engine Lease Term: Repayment: Thxee (3) years ax ~o (2) one year renewals at Wirakris' opdon Monthly in arrears TBD

Security:

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.TAr; 15 '92 IG:lG UT FIIIADK]Z CORI~.EoH.

Th~ pow..nti~l bcn~s to UTC in providing this guarant~ am : $22 Million of fl~ Taiwan of:f~t obligation .will Additional ~ of PWC engines will be r~.lized. Disposr.s of ths curr~nt DC3 ai~crafL A d~mil~d rn~mo will fotlow as morn infonn~ion be..comes.availal~. If you ha~,v ~my qac~tioas plea~ call ri~m" Ric or Kri~tlna.

atta~m~cnt cc: Fred John.son w/o att~h. Brian Kclliher w/o a~ch.

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TEL No. L W. MARSHALL JUL 0 8 1992.

.'lul 07.92

July 7, 1992

Donald S. Miller United Pacific Aerospace Box 310 Cartwright Point Kingston, Ont K7K 5B2

Dear Dusty: Thank you for your recent letter regarding Pacific Rim marketing of the Basler Turbo--67. I appreciate both the update, your insight and your c~ndor on this important issue. We certainly share your concern about this vital market and it's potential impact on us as a company. We continue to s~ruggle with many aspects of how. to react~ those customers.
Last week Warren Basler and I spoke with Fred Johnson about alternatives which United Tect~nologies might pursue with us in the @acific Rim. As you know, we have delermlned that the establishment of a conversion center outside of Oshkosh in the near future is impractical and we again relayed that to Fred Johnson. Fred also responded that United Technologies probably would not be interested in a distributorship without a conversion center for the BT-67. Obviously, distributorships don't provide the profit potential that UTC seeks and the absence of a conversion center prevents UTC from satisfying offset obligations, their reason lot entering the agreement initially. We certainly agree with the need for financing of our aircraft and as I've expressed to you, we believe Global could fulfill a financing need for our product. Regarding.Global's participation in Sales and Marketing, this would appear to be redundant for several reasons. First, Global has no technical capability to support the aircraft, therefore, their role would be limited to the appointing of agents and financing ot transactions. In the final analysis the burden of selling, demonstrating, financing. training etc. would sllll need to be carried by us. The cos! of establishing an in-house marketing program is relalively minor in comparison to discounts which we believe would be required by Global.

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Second, my experience with.cap{tel project financing Is that It requires virtually a full4ime focused effort to be accomplished successfully, however, Global seems reluctant to limit their activities and their interest to financing. Many important sales leads will come to us from our financial partner, an activity which should be considered normal for out business. Converting those leads to a c~mpletecl contract Is a major effort for us even with the assistance of our financial partner. It seems to me that a financial company like Global has a lot to offer and a lot to gain in this project. We see their role, however, as the financing arm rather than the marketing arm, and in fact, marketing would probably dilute their financing focus which would be detrimental to ll~e overall effort.

Third. we've had many offers of qualified agents who wish to represenl us in the Pacific Rim. We've declined ell pending the outcome of our discussions with United Technologies Over the next month or so. All of these agents have demonstrated track records in selling, good contacts ir~ the Pacific Rim and aviation backgrounds. We believe they repre.sent good potential representatives in the far eastern territory. In other words, we feel capable in the territory but we haven't taken any steps there because of OUf ~rrangement with United Technologies.
Finally Dusty, to bring you up to date, I've spoken with Fred about a joint project in lieu of the DCo3 wt~ich would allow United Technologies to achieve their offset objectives, perhaps at e higher level than with the DC-3. I'll be sending him some detail in the very near future, rm sure either of us would be happy to share that with you as it unfolds. Thank you once again for your support. Best regards,

Tom Weigt President
"T'W/pf
Warren Basler Fred Johnson

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SETTLEMENT AGKEEMENT

THIS SETTLEMENT AG~T is made and entered ~ato this 23rd day of September, 1993, by and among Basler Turbo Conversions, Inc:; a Wisconsin corporafibn ("BTC"), Basler Flight Service, Inc., a Wisconsin corporation ("BFS"), Warren Basler, Palzicia Basler (together, Warren Elasler and Patricia Basler are referred to herein ~ the "Baslers") (coHecrive]y. BTC, BFS and the B~lers are referred to herein as the "Basler Group"), Ianovair Aviation Limited, a corporation organized under the laws of Hang Kong("Innovak"),. Brya~ Carmichael ("Carmiehad"), Barry Wilson ("Wilson"), Else Carmiehad and . Geoffrey E.D. Wilson (together, Innovalr, Carmiehael, W~son, Else Carndehael and Geoffrey E.D. Wilson are referred to herein as the "CW P,.ECITALS .. BTC and BFS ~re in the airline, FBO and airplane conversion
businesses.

B. Irmovair was formed.for the purpose of marketing, manufacturing and selling aircraft conversion ki~, pursuant to a Technology License Agreement between Imaov~ir and BTC dated June 24,' 198g (the "Irmovair Technology License Agreement"). C.. The CW. Group together owns 490 shams, or 49% 6fthe outstanding voting common stock of BTC (the "CW BTC Shares"), and 51 shar~s, or 51% of the outs.mad.hag voting common stock of Innovair (the "cw Innova~r Shares") ........ D. The Basler Group together owns510 shares, or 51% of the outstanding voting commofi stock of BTC (the "Basler BTC.Shares"), and 49 shares, or 49% of the ou~anding voting common stuck ofhnovair (the "Basler Ianovah- Shares"). E. The CW.Group together holds proraRsory notes issued by and loans made to BTC having an aggregate face value of Sg94,903.06, bearing interest at rates ranging from 8.22°/. to 10.00% per annum (the "CW-BTC Notes"}. F. Warren Basler holds promissory notes issueii by [nnovair having an aggregate f~ee value of $191,702.70 U.S., bearing interest at rates ranging from 7.96% to 9.34% per annum (the "Basler Irmovair Notes").

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G. The Basle~ Group is currently involved in litigation with Harry Eastlick ("Easflick") and United Statds .A JeereR Corpomfion("USAC"), which the parties wish to resolve in conjunction with this Agreement. ¯ H. The parties to this Agreement are parties to li.tigation ha the Eastern Dis~et of Wiseonskt, ha coune~don with which the CW Group ha~ ¯ al~.e.ged th~ Busier Group breached fiduciary tluties, misappropriated property, breached contraeta, caused emotional distress mad other matters.. The Basler Group has alleged certain compiracies and breach of duties by the CW Group (collectively all el .dins are referred to as the "Mtigation"). Tke parties desire to settle all of the Litigation pursuant to the provisions of this Afg-eement.
AGREEMENTS i. Purchase ~d Settlement.

(a) BTC Notes and St~ck. At the closing (which will take place on September 2.3, 1993 at the o~fiees ofRdnhart, Boemer, ~;/an Dettren, No~s & Ries~Ib~ch, s;c.) {the."Closing"), the CW Cn'oup shall In'reefer to BTC the follo .wing, free and de.at of all-lie~; etieumbrances, seeurlty interests, pledges, options, res~ictions or righr~ of tided'parties of any type or satt~e (eolle=tivetv "Thi~d-Parly Rights"): ¯ (i) ~1 ofthe.CW BTC Not~ marked "cancelledpaid in full;" or if trouble to locate such notes, the CW. Grou~ hereby agrees to indenmif~ and hold harmless the Basler Grdup fa'~m any liability in connection with such notes; (ii) All of-the CW BTC shares accompanied by stock pqwers or by stock certificates duly endorsed for Iranrfe~ All right, title and interest in and to ~e CW BTC shares and CW BTC nbtes and loans, including principal and acdrued but unpaid interest .thereon, shall vest in BTC at. Closing.

ib) The CW Or up

DX 236 1 2

(i) The payments set forth in Section 2;
(ii) At the closing, all of the Basler Imaovair Notes free and clear of Tldrd-Party Rights .marked "cancelled-paid in flail"; and . .
C011047

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(iii) At the closing, ~l of the Elasler Irmovair share~ free and clear of all "fhird-Party Rights, accompanied by stock powers or by stock certificates duly endorsed for ~ransfer.

(c) EastlicldUSAC R£1ease, Harry Eastlick and USAi2' shalI provide the. Busier Group the complete mutual release in the form of Exhibit A, and the Basler Group shall ex~uIe such release.

hereby" rdiaquishes any ~esidual or oth~rfights oflnnovair uad of any other

~d) hmovai~s Tcctmology Lic=~e Agreement. Innovair

member-oft.he CW Group with respect to the Irmova~. Technology License Agreement, and the CW Group acknowl~dges and agreesthat it shall have no further rights thereunder, including any fights to confidential t~chnology or confidential information described therdrf, or any payment ~om BTC with respect .thereto. Provided. however, BTC ..will .a~ow .L~. ovair to exclusively .assert a claim against the U~S. Government in the approximate ahaotmt of $1,375,000 (the ¯ " "" " ; "Stib~fitot¢ ges"), relating to the U.S. Government's seizm'e oft.he Innovair ' ¯ Technology License Agreement. The parti~ ~dl~aowledge and agree that BTC ¯ " no~'asserted and will not assert any residual.rights'to the SubsKtute R~s to the :. ¯" =curt in Phoenix. BTC hereby assigns any fights it may have in the Substitute "" " 'Resto the CW Group. -The Basler Group a~'ees not io hintler-the CW Group'~ " efforts to obtain the Substitute Res. The pai'tles agree that the CW Group hi~ no right to any refunds which may be owed BTC by the U.S. Government for excess payment in the approximate amo.unt of S'TS,00.o.
2. Settlement Payment.

(a) Ag .grega.te Settl~m~-nt Pa@aent. The aggregate settlemrmt payment to .be made by BTC/BFS to the CW Group is f2.75 million. At.Closing, BTC/BFS shall pay to the CW Group T250,000 in cash. In addition, at Closing BTC/BFS shall consent to a judgment in favor-of the CW.Group in the ¯ amount of $'2.5 million (thF "~Judgm~nt~) and direct its cotmml to execute the stipulation attached as Exhibit B. The payment in satisfaction of'the Judgment shall be made to the CW Group as follows, sl/bject to the adjusu~m~s set forth in section 2(d) below: i. BTC/BFS sha~l pay to the CW Group m aggregate of.$75D,000 in equal installments of $75,000 per month for ten months beginning December 1, 1993 and on the fast braking business day of each month thereafter'through and including September 1, 1994 (the "M~nthly Payments"); and ik BTC/BFS'shall pay to the CW Group an .nddirinnal $1.750.000 on October 1, 1994 (the."Final Pa.vm=m").

DX 236 / 3
. .,. da ~

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All of the 'Payments shnll be wired to the trust account of Foley & Lardner p~rsuant to the following wire transfer instructions: Foley & Lardner Client Trust Acommt Firstar Bank Milwaukee, Wi.sconsi~ Acct. No. 11 20 31426 ABA.Koutlng No. 075-00-00-22

BTC/BFS shall be entitled to rely on such Wire tranffer instructions unless notice of change of wh'e transfer im~a'uctiotts is sent to BTC pursuant to the provisions of Section 12(b) below. Such wire transfer shall be deemed made when BTC's wiring bank makes such Wire mmsfer.
(b) " BTC/BFS shall have 30days (the "Grace Period") froth" the dat~' a Monthly Payment is due tomake such Monthly Payment to the. CW ..Group. It shall not'be deemed an "Event of Default" (defined below) if such " ¯ paymen.t is made within such Grace l~riod. .- However, BTC/BFS shall pay the CW Grgup liquidated damages orS100.per day for each day during the Grace Period " that'sueh payment is not, made. (c) Events of Defauh. (i) Eve_..nt of Defanh Defined. For purpo.~es of this Agreement, an Event of Default shall be ~ ~'~ the faih~re of BTC/BFS to make a Monthly Payment on or before the last day of the applicable Grace Period; (b)the failure to make a payment for liquidated damages vcithia I0 days of .the. ... date the applieable Monthly Payment is made; or (c) the failure of BTC/BFS to " make the Final Payment on October 1, t994. (ii) Consequences of an Event ef Default. If an Event of Default has occurred, the CW Group shall be entitled to immediate .ly execute upon the Judgment and enter an additional Judgment against BFS/BTC (w~thout notice to the Basler Group) in the amount of $1.25 million less the total amount of any Monthly Paymeats and the Guatemala Payment (defined.below) received by the CW Group.. Notwithstanding the foregoing, the CW Group may not take or enter into any action with respect to the Judgment unless the CW Group provides the Urtited States District Court for the Eastern District of Wisconsin the Affidavit of Robert L. Binder, Esq., or Peter Stone, Esq. or another Foley & Lardner partner stating that an Event of Default has occurred. (d) Adiusmaents. In the event BTC/BFS receives aggregate additional payments from the government of Guatemala on two

;:,..

DX 236 / 4

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converted aircraft known as "Guatemala Aircraft No. 4" and "Guatemala Aircraft No. 5" in the amount of $3 million. BTC/BFS shall make an interim payment. ("Guatemala Payment") in an amount equal to ~250,000 less $25,000 for each Monthly Payment made to the date of such Guatemala Paymtnt. The Guatemala Payment shall be made within 30 days ofreeeip.t by BTC of the above-refereaced payments from the Govenmaent of Guatemala After making the Guatemala Payment to the CW Group th~ monthly payment shall be reduced from $75,000 per month to 5;50,000 per month. The partie~ acknowledge that the Guatemala Payment, if it occurs, does not alter the total amount owed by BTC/BFS to satisfy the Judgment, but do~s alter its timing. The parties acla~owledge and agree that the aggregate payment under the Judgment (absent an Evem of Defa~t) to be made to the CW Group shall be $2.5 million.

(e) l~repayment. BTC/BFS may prepay the Settlement Payment m its en~ety at any time without p~naky. BTC/BFS shall give the CW Group notice of its intehrion to prepay at leas~ three days prio.r ~o such ¯ " prepayi~.Eht. BTC/BFS shall be entitled to discount the remaining payments to be " _. madet6 .the.C,W Group by using a discount factor equal tb the prime rate of . :. inl~erest ~hoted in the Wall Slreet Journal 0vfidwestem Edition) as of the dare'such.notice is given. " .¯ (f) S~tisfaetion ofJud .~rtent. The CW Group shall execute and deliver to BTC/BFS a Satisfaction of Judgment irnmediate.ly upon receipt of payment in full of all obligations under paragraph 2,
3. Limitation of SetoffRi~. Subject'to the limitations described below. BTC/BFS shall only ha~e the right to s.etoff against any Payment t6 be ~ffdeb~ BTC/BFS to the CW°Groupany-damages that BT.C/BFS stuffers in connection with a breach by the CW Group of any par~ of Sections 70o) and 5 of this Agreement. However. any such setoffrights shall be limited as follows. If BTC/BFS makes a claim of such damage, it shall give immediate notice thereof to the CW Group pursuant to Section I2(b) oftlds Agreement, Such claim shall be immediately subject to arbitration as set forth in Section 6 of this Agreement. .BTC/BFS may not exercise an~, right of setofl'unless and until the Arbitrator awards damages to BTO'BFS. and then the amount to be setoff shall equal the amount o.f damages so award.ed. BTC/BFS shall continue to make scheduled .. Payments to the CW Group during the pendency of such arbitration. Any such setoffshall be first applied to the Final Payment, and then, to the extent the setoff exceeds $1.75 million, against unpaid Monthly'Payments a~d the Gdatemala

.._

a en,.

DX 236 / 5

4. BFS/BTC as Co-Obli~or. BTC and BFS. and not the Baslers persona!ly, are jointly and severally liable for all settlement pa.vments and. upon default, the anaount of Jud.m'ncnt and Additional Judgment.

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5.

Return of Property, "

" ¯

The CW Group hereby jointly and severally repr~ent to the Basler Group that they do not now have in their possession or under their control any confidential and propfiehary Ba~ler technical documents, including but not limited to drawings, blueprints, documents con~g engineering analysis reports, test data, vendor specifications, wh-ing templates, wirelists, documents contahaJng manufacturing or ins.talla~on data or other technical data, or tooling or fixtures relating to the Basler DC-3/C-47 conversions or options' ("Confidential Documents"), which they have obtained from the Ba~ler Crfoup or from other. som'ces in conjunction with the Basler DC-3/C-47 conversion program or business. Ifthe CW Group subsequently com~ into the posses~on of any such Confidential Documents, they ~igree to return them to the B~lers and not to d!sclsse or make use of them. This par~grap!~ ,sh.all not be consU-ued to reco_znSze or create a no.ncompete agreement'. : Arbitration. Any controversy or claim arising out of or relating to any portion of Sections 5, 7 and 8 ofthis Agreement shall be serried by Arbitration in ". the City. of Milwaukee, Wisconsin before ARomey William Jennaro (.the "Arbitrator"). The Arbitration shall take place in accordance with the Commercial .~birmtion Rules of the American Arbitration Association and judgment upon the award rendered b.y the arbitrator shall, if apprcpriate, be entered in the United States Dish-ict Court for the Eastern District of Wisconsin. In ~njunction with any arbiwafion pursuaht to this Agreement, such arbitration shall be designed to be decided within 60 days from

the date ofthe demand for arbitration. Any such demand for arbitration shall be served upon the other parties pursuant to the notice provision of this Agreement sit forth in Section12(b). The Arbitrator shall be given simultaneous notice of the

deraandfor arbitration.

DX 236 / 6

In the event Attorney .lennaro determines not to act as arbitrator under this Agreement, he shall appoint mother Arbitrator, .and the arbitration shall then proceed so that final decision can be made within 60 days. In the event Attorney Jennaro does not, refuses to or fails to appoint a new Arbitrator within'10 days of a demand for arbitration, the parries shall select an Arbitrator pursuant to the rules of the American Arbitration Association by striking in order the pmel of arbitrators proposed by the American Arbitration Association. In any event, such arbitration shall proceed to finaljudgmem within 60 days of the demand for arbitration. C011051

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7.

R.epresentafions and Warranties.

(a) Representations and Warranties ofthe Easier Group.. The Basler Group hereby jointly and severally represents and warrants to the CW Group the following: (i) Title to Stock. Mr. Easier owns all of the Easler Ir~ovair Stock and Basler irmovair Notes flee and clear of all Third-Party Rights and is transferring the Easier Imaovair Notes and Basler Imaovair Shares ~ree and clear of all such Third-Party Rights. (ii) Banlcm. prey. Neither BFS nor BTC has ~my present intention to file for protection against its creditors under the Federal Bankruptcy Code, and the Baslers have rto intentibn to cause BFS and BTC to file for ~ueh bankruptcy protection. (iii) BTC/BFS are not in default pursuant to ~heir Loan Agreement with Valley Bank.

(iv) Valley Bank has been notified of this Settlement and has no objection to it. (v) The Baslers have provided Foley & Lardner copies of their personal financial statements, and hereby represent them as accurate. Such statements shall not be disclosed to the CW Group, except to the . .extent and unless neee-~sary to~ursue a default hereunder.
................................. (b) Representations and Warrafitiesof the C.W Group... ¯ The CW Group hereby jointly and severally represents and warrants to the Easier Group that the CW Group owns the CW BTC shares and CW BTC notes free and clear ofall Third-Party Rights, and is transferring the CW BTC notes and CW

Brc sh=s Bac and clear ofal uch r,.i ts. DX 236 / 7
g. . Covenants GrEasier Group. Until the Final Payment is made, the Easier Group agrees to the follbwing covenants and agreements:
(a) Payments to the Baslers. Neither BTC nor BFS shall make any payment or transfer of funds to the Baslers including any salary., bonus, dividend or loan. except for (i) dividend payments as shareholders of BTC/BFS ¯ ,bith respect to tax liabilities as a result of S corporation status; (ii) lease payments (not to exceed amounts eurremly being made) under the lease agreement for 255 West 35th Avenue. Oshkosh, Wisconsin: and (iii) compensation not to exceed

I.

..

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£210,000. Without limiting the foregoing, the B.aslers shall Dot be enfided to any payment with respect to any promissory notes or other obligations with respect to either BTC or BFS.

(b) BTC and BFS shall both submit monthly financial. .~tatements (including a balance sheet, profit and loss statement and cash flow summary) to Foley & Lardner by the 20th day of the subsequent month (except for year-end statements) beginning with the financial statements for Sept,ember 1993. The year-end statements shall be provided as soon as they are av.ailable. Foley & Lardner shall not disclose the contents thereof to any party (including the CW Group) except to the independent certified pubIic aecouatant retained by the CW Group for the specific propose of reviewing such fttmacial statements. Such aceountaat shall also be restricted from disclosing such financial statements to any third party, (inCluding the CW Group). Provided. however, such accountant and Foley & Lardner may discuss such.financial informafitan with the CW. Group if .. th.ey reasonably believe it reveals a possible l~reach of this agreement. ¯ (c) Neither BTC nor taFS shall Jell or transfer any of their ¯ ... assets outside of the ordinary course of business without the consent of the C.W Group. Nothing herein shall prevent the merging of the two companies. .-. (d) The Basler Groi~p shall not (i) pe .trait .a sale of shares of BFS or BTC so that it would result ha 50% or more of either company's shares being owned byany third parties or (ii) transfer any shares of BTC or BFS in a manner thai'would result in any compensation to the Basler~ or any related person or entity (other thin BTC or BFS). 9, Su~val. The parties' representations and warranties and covenants in this Agreement. including but not limited to the representations contained ia Section 5 hereto, and all exhibits hereto shall sttrvive Closing and the consummation of the transactions contemplated by this Agreement for their respective statutory time periods.

.eleases.

DX 236 / 8

(a) The CW Group does hereby releas~ and forever discharge the Basler Group and its members, officers, employees, representatives. " consultants, professionals, agents (including, but not limited to. Valley Bank, and. subject to subsection (d)below, Price Waterhouse, Timothy Dempsey and his law f'u-m), successors ahd assigns from any and all liability, action, causes of actions, claims and demands, known or unknown, put, present and future, upon or by reason of any claims, of whatever kind or nature, that the CW Cn-~up or its members, representatives, agents, successors and assigns may have arising from an,vthing occurring prior to the date of this release, includin~ but not limi. "ted to (i)

,-7/

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the claims asserted Ln the consolidated actions p~n.ding in United States District Court oft.he Eastern District of Wisconsin captioned Basler Turbo Conversions, Inc. v. Elsa CarmiehaeL et al, Case ~19." 91-C-480 and Elsa !. Carmiehael, et al. v. Basler Turbo Conversions,/no.. et al.. Case No, 91-C-496 (the. "Litigation"); (ii) the ownership oft.he CW Group in BTC or lxmovair, including related party transactions; (iii) the management azd operations of BTC and hmovair; or (iv) any obligations between the CW Group and the Basler'Group for any payment, including intercompany aeeounm. (b) The B asler Group dbes hereb~ release and Forever discharge the CW Group and its members, officers, employees, r.epresentatives, convair.ants, professionals, agents,.suceessors and assigns from any and all liabLlity, action, causes o.f actigns, claims anti demands, kzown or unknown, past, present and future, upon or by reason of any claims, of whatever kind or nature, that the Basl~r Group or its memberz,-.rcpr_e_s_e.pt.atives, agents, successors and assigns may have arising from anyth~g occttrring priof to the date of this releas.~, "' "' including but not limited to (i) the claims asserted in the consolidated actions. .... pending in United States District ~ottrt of the Easm-a District of Wiscomin .... "" captioned Basler Turbo Conversion~ !no. v. Elsa Carmiehael. er al~ Case No. "9 i-" C-4g0 and Elsa I. Carmiehael, et al, v.-Basler Turbo Conversions, Inc., et al.~ C~ ~'': .L ~_.- " Nt. 91-C-496 (the "Litigation"); (ii) the ownership of the Basler Grmtp in BTCor" " ": Irmovair, including related party tramactions; (iii) the management and'~peratiohs :" of BTC and lamgva~ or (iv) any obligations between the CW Group and the Basler Group for any payment, including intercompany accounts.

(c) " It is miderstood and agreed thatthis Mutual Release is . given to compromise dispmed claims and is not to be etmtmed as an admission of ¯ ~itti~rliability or the invalidity of .any claim or-defense by arty .of the release~. -... parties. ..
(d) The CW Grou.p's release of Price Waterhouse and Timothy Dempsey and his fh-m is only effective if and when BTC!BFS makes payment in full of all .obligations under section 2, provided that the CW Group ¯ shall bring no claim agains~ Price Waterhouse or Timothy Dempsey or his ftrm "

eemeu, is in default
I 1. Subchapter S Tax Liability.

DX 236 1 9

(a)" In the event there is BTC total subchapter S income for 1993 attributable to Elsa Casmichael and BarryWilson in excess of $132,790 (i.e~. 49% of $271,000) (the "Excess Attributable Income"), then BTC shall pay dividends to Elsa Carmiehael mad Barr~ Wilson, on or before April 1, 1994. equal to 39.6% plus (60% of the applicable.state tax rate) of the Excess AtWibutabl: haeome.
C011054

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(b) BTC/BFS will indemnify Elsa Carmichael and Barry Wilson for any additional net tax liability ~ grois tax liability less any related tax savings, including tax savings related to the trmsfer of ST .C sroe.k), plus interest mad penalties, in the event additional BTC sttbchapter S income is attributable to Elsa Carmiehael and'Barry Wilson for tax year 1992 and earlier tax years or periods, as a result of an adjustment of BTC's income for tax years or periods 1992 and earlier. (e) The CW Group hereby indemnifies Warren t~asler for any federal or state tax liability fo.r income attributable to Warren Basler's ownership of the Basler In, ovule Shares. 12. Miscellaneous.

(a) . General. This Agreement may be amended ordy by an agreemen~ in writing by the parties hereto. This Agreement shall be governed by and subject ~o the laws of the State of Wisconsin without regard tfi eortfliet of laws " ¯ pr~.. eiples. The failure of any.party to insist, in any one or more instances, upon .. pefformancie of any.of the. terms, or:conditions of this Agreement shalI not be' " c0nstrhed as a waver or relinquislamentof~y rights granted hereunder or of the . " '" : " futm-e perforrhances of any such term, covenant or condition. If any provision. ....... clause or part of thi~ Agreement. or the applieatioh thereof, is held invalid, the :' " remainder of Lkis Agreement. shall not be affected ~ereby.

¯

(b) Notices. All notices, requests, demands and otb.er communications requked or permitted hereunder shall b~ in writing and shall be deemed to have been duly given when (1) delivered by. hand; (2) mailed by '~e~g~i~rid or certified mail. postage prepaid or Federal Express .or similar ......... overnight d~livery service; or (3) given by telex or facsimile transmission ~mmptly comrmned in writing as descn'bed above) as follows:
(i) if to the Ba~ler Group to Warren Basler, President, Busier Flight Service, he.. 255 West 35th Avenue, Oshkwsk, Wisconsin 54901, with a copy to Reir~art, Boemer. Van Dettren, Norris & gieselhaelL s.c., 1000 North Water Street, Suite 2100. Milwaukee. Wisconsin 53202, Attention: Lawrence J. Burnett. Esq.; (ii) if to the CW Group to M~. Barry Wilson. 45 Duncan Lane: Skill-man, NJ 08558, copy to DX Messrs. Foley & Lardner, 77TEast Wiseoas~ Avenue A~enfion: goben L B~der, Esq.

236

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or to such other person or persons as shall be designated in writing, such writing to be delivered to the other party in the manner in this section. Notice of a change of person or address shall only be effective upon receipt thereof by each other party.,

(c) Benefit. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by each of the parties and their respective successors and assigns,
(d) Entire A~reem~nt. ~ Agreement and the schedules and other documents to be delivered pursuant hereto oon.sti~te the. entire agreement among the parties hereto and there are no agreements, representatious or warrmties which are not set forth herein. All p~or negotiations, agreements and anderstandi~gs are superseded hereby.

..

le) As~im~ment. No party, may asxign this Agreement or his, her or itJ obligations hereunder to any. other party without the prior written . consent of the parties .hereto. and any suehpm-p, orted br attempted assigr~ent "' shall be in'lid. . ' ." .,:-. ':" ' ..- ": -..
(f) Dra_.~. This A~eemcnt ig the result-of negotiations among all of the parties hereto arid their respective cotmsel, and no party or group of parries shall be deemed to he the drafter of this Agreement,

¯ ¯

(g) Counterparts,. This Agreement may be executed simultaneously or in two or more counterparts and bythe different parties hereto - on sep.arate counterparts. ~eh of which shall be deemed an origizal, but all of ,. " " " "-" ....... "~h~6't~" together shall constimtt onE-in the same insmanent. The parties may - .-execute and deliver this Agreemeat by the form of facsh,'nile signamr, e,and such facsimile signature shall be deemed as originals hereof. (h) Return of Discove~ Material~.. Except for matters relevant to the litigation with respect to the Substitute Res, ~aeh party shall promptly return to the other party all materials delivered by such party pursuant to discovery, with respect to the Litigation or the Winnebago County l!tigafion described above. No party shall keep any copies of any such information. Further, any and allprotective orders entered into in conjunction with either the Litigation or the USAC Litigation shall remain in full force and effect and shall

DX 236 / 11
C0110S6

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inttr~t in, anti wilt nor ~ th, following u-~ ~: B~l~r Turbo Cottvmion, B~l~r Turbo - and

IN WITNESS. WHEREOF, ~, pmi~ h~to hav~ ca~s,tl t}ils

B6SLEP~. ~ .CONVERSIONs, ~C.
Da=:.

BASLERFLIGHT SERVICE, .INC.

Warren l~lcr, Pmi,c,'nt

W=ma Basl~r

Partita B~l~r INNOVAIR AVIATION LIMITED

DX 236 / 12
By

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C0110~8

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- S-22-~3 : 8:0B~, ;

:~l~I283-O?01-Ll"/?2201LO$1~3"01~442'¢ 2[ 2

DX 236 1 'i4

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DX 236 / 15

C011060 l)

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C011061

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SE]~ ~¥:414/2BS-875!

: S-~2-~3 :LO:42,~N :FOLZY ~ ~.__~IL..-_ .~

ty~ ~=.m ~r=x ¯ ~= ==~,:: ==n~x= ~ = DC.~ d:=~ (~'' "rJ~C

DX 236 i 17

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519Y1" ~Y :414/289-3791

: 9-22-33 :lO:4Ok~{ :FOL._L~ .~ LARI31'4ER~:=,M=IL.~

41~t 2.~B B037:" 4

c..~pim~ ~, ~ .No. 91.CV.lOdT.

C01106~

DX 236 / 18

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"IN WITNESS WHEREOF the parties hereto hew c~med th~ Rele~ m he exe~ut~ ~ o~the day, mon~ and year fir~[ above written.

BASLER ~TI~O. CONVERSIONS, INC.

Thom~ R. Weigt, Pxx~d.e.ttt

BASLER FLIGHT SERVICE,

¯ ..., oWmu~ L, Ba~l~r, Pmsiclmt

Patricia A. I~Im" UNITED STATES AIRCRAFT CORPORATION'

By

i

~ Eastlick, Pr~idcnt

C011064

DX 236 / 19
:. 3

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C01.1065

DX 23~ / 20
3

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UNITED STATES DISTRICT COURT EAST.ERN DISTRICT OF WISCONSIN BASLERTURBD CONVERSIONS, INC. Plaintiff, v. ELSA CARMICKAEL and BARRY W. Case ND. 91-C-480

WILSON,

Defendants.

ELSA I. CARMXCHAEL, BARRY W. WILSON, GEOFFREY WILSON, BRYAN R. CARMICHAEL, and lh~OVAIR -AVIATION LIMiTeD, Plaintiffs,
C~se No. 91-C-496 BASLER TURBO CONVERSIONS, INC., ¯ BASL~R FLIGHT SERVICE, I!~C, WARRE~ 3ASLER and PATRICIA BASLER, Defendants.

The parties,, by their atto.rneys, hereby stipulate as follows: i. The attac~ed Order dismissing Case No. 91-C-480 with

prejudi?e ~nd without costs "or fees may be entered bythe CoUrt without further notice. 2. The attached J~dgment in Cite No. 9.I-c-496 may be

entered by the CoUrt without Turther notice. 3. Th~ parties to Case ~o. 91-C-496 have entered into

'a Settlement Agreement dated September 23, 199~- providing .f6r certain payments to be made to satisfy the Judgment being entered C011066

DX 236 1 21

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in that case.

Should there be ~ default in these payment

obligations, as specified in the Settlement Agreement, then ~he court may, .upon receipt of an affidavit from plaintiffs' counsel confirming such default and without further- notice, enter a Supplemental Judgment awarding additional damages .to pl~intiffs in. the i~mount of $i,250,000.00, less the total of any payments made in partial satisfaction of the previous Judgment for $2,500,000.00. Dated this __ day of September, 1993. ROBERT L. BINDER (WBN" 1017296) PETER J. STONE (WBN I017006) .

Robert L. Binder ¯ Attorneys for Elsa -I. Carmichael, Barry W. Wilson, Geoffrey Wilson, Bryan R. Carmic/iael and Innovair AviKtion Li~ted FOLEY & LARDNE/% 777 East Wisconsin Avenue Milwaukee, WI 53202-5367 (414} 271~2400 (414) 289-3791 (fax) STEPHEN. T. JACOBS (WBN I015410) . . CH~ISTI!~E L,THIERFELDER (WBN 1000500)

Stephan T. Jacobs Attorneys for Basler Turbo Conversions, !nc., Basler Flight Service, Inc., Warren Baslgr and P~tricia Basler
REINHART, BOEP-NER, VAN DEUREN, NORRIS & RIESELBACH, S.C. I000 ~orth Water Street Suite 2100 Milwaukee, WI 53202 (414) 298-1000

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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF WISCONSIN

ELSA I. CARMIC~AEL; BARRY W. WILSON, GEOFFREY WILSON, BRYAN R. CAP/41CKAEL, and INNQVAIR AVIATION LIMITED,
Plaintiffs,
, V.

Case No. 91~C-496 --

BASLER TURBO CONVERSIONS, INC;, BASLER FLIGHT SERVICE, INC, WARREN BASLER and PATRIC!A BASLER, Defendants..

""P%trsuant to the stipulation of th& pP~qie_., and based .. upon all of the other pleadings' and proceedings herein;

IT IS HEREBY ORDERED AND ADJUDGED as foll~ws: Defendants Basler Turbo Conversions, Inc. and Basler Flight-Service, ~nc. are ¯jointly and severally liable to pay "'damages to. the plaintiffs in the amount of $2,5~0,0D0.00. .This Judgment shall be paid, or plaintiffs may execute upon it, in
accordance with the pal-ties' Settl~/ment Agreement of September 23, 1993. The parties shall bear their own costs and attorneys.' fees of this action. All claims against .defendznts, Warren Basler and Patricia Basler are dismissed with prejudice. Th~ Court retains jurisdiction of thi~ action pending further notice from the parties, since there is a possibility thnt pl.aintiffs may be entitled to a Supplemental Judgment should defendants Basler Turbo . Conversions, Inc. and B~ler Flight

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Service, Inc. ~efaul't in their payment obligations under the parties ~ Settlement Agr.eement. Dated this day of September, 1993.

BY THE COURT:

Rudolph T. Randa District Court Judge

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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF WISCONSIN

BASLER TURBO CONW~E~SIONS, INC. Plaintiff, Cas~ No. 91-C-48D ELSA CA/LMICHAEL and BARRY W. WILSON, Defendants.

ORDER ~OR DISMISSAL

Upon the sti~ulation uf the p~rtias, IS HERF~M OP~EKED ~h~. th~ above-captioned action dismissed with prejudiue and without 'hosts or fees tm any of. the parties.Dated this __day of September, 1993. BY THE COURT:

Rudolp~ T. Randa District Court Judg~

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