Free Pretrial Memorandum - District Court of Federal Claims - federal

Case 1:96-cv-00408-LAS

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EXHIBIT A

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PLAINTIFF'S OBJECTIONS TO DEFENDANT'S TRIAL EXHIBITS

Ex. No. 1.

Category Correspondence and Memoranda, 1982

Document Description October 9, 1982, Aero-Technical Company letter, to Innovair, Manager, responding with extreme interest to an Innovair advertisement in the "Australian" newspaper of October 6th for a Marketing Manager position for the promotion of conversion kits applicable to DC3 aircraft Aero-Technical Company. (1 page) April 8, 1983, Aero-Technical Company letter, from John H. Warne, to Brian Carmichael of Innovair, regarding Mr. Carmichael's trip to Australia and the FAA certification for the DC3 conversion kits. (1 page) June 24, 1988, Technology License Agreement between the two parties of Basler Turbo Conversions, Inc. and Innovair Aviation, Limited, signed by the president of Basler Turbo Conversions, Inc., Warren L. Basler and the president of Innovair Aviation, Limited, Bryan R. Carmichael. (8 pages) September 6, 1998, Memo from Barry Wilson, to Bryan Carmichael, enclosing a report on his visit to Zimbabwe and four letters to be sent. (9 pages) December 5, 1988, Basler Turbo Conversions, Inc. letter, from Bryan Carmichael, to Cliff Bernett, confirming their discussions on the basis for Mr. Bernett's representation of Basler Turbo Conversions, Inc. and Innovair Aviation, Ltd. (3 pages) December 6, 1988, Letter from Cliff Bernett, to Bryan Carmichael, attaching an invoice for professional services rendered from November 20-25 and December 2. (3 pages) January 27, 1989, Telefax from Cliff Bernett to Bryan Carmichael, of Basler Turbo Conversions, attaching Mr. Bernett's report on his visit to Turkey. (9 pages) February 1, 1989, Notes on Project to Lease Six Turbo DC-3's For Operation with Federal Express. (1 page) February 10, 1989, Fax from Cliff Bernett to Bryan Carmichael, of Basler Turbo Conversions, attaching Mr. Bernett's report on his visit to Greece. (8 pages)

Objections Authenticity; Hearsay;

2.

Correspondence and Memoranda, 1983

Authenticity; Hearsay;

3.

Correspondence and Memoranda, 1988

Authenticity;

4.

Correspondence and Memoranda, 1988 Correspondence and Memoranda, 1988

Authenticity;

5.

Authenticity;

6.

Correspondence and Memoranda, 1988

Authenticity; Hearsay;

7.

Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Authenticity;

8.

Authenticity; Hearsay; Authenticity;

9.

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Ex. No. 10.

Category Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Document Description February 16, 1989, Memo titled TC-47 Some Observations on Marketing. (1 page) February 17, 1989, Federal Express letter, from Dave Kintzele, Senior Field Administrator, to Warren Basler, of Basler Aviation, confirming that Federal Express agrees to lease from Basler Airlines 3 DC#-TP-67 aircraft under the provided conditions. (1 page) February 17, 1989, Basler Turbo Conversions, Inc./Innovair Aviation Ltd., Outline Draft of Business Plan. (18 pages) February 23, 1989, Fax from Cliff Bernett, attaching his report on U.K. trip from February 17-22, 1989. (7 pages) February 27, 1989, Telefax from Cliff Bernett to Bryan Carmichael, attaching a letter from Cliff Bernett to Murad Dural, President of Altay K.S. Ankara confirming interest in working together to develop a leasing proposal to the Turkish Air Force for the conversion of 6 C47s. (1 page) March 22, 1989, DC-3 Queensland Visit. (3 pages) March 30, 1989, Basler Turbo Conversions, Inc. letter, from Bryan Carmichael to Fred Johnson, Pratt & Whitney, outlining a possible way to proceed with the project in providing turbo prop conversion kits to Air Asia to convert 20 C-47 aircraft belonging to the Taiwanese Air Force. (4 pages) March 31, 1989, Check from Basler Turbo Conversions, Inc. to Cliff Bernett in the amount of $7,738.64, with Mr. Bernett's invoices for this amount attached. (6 pages) April 5, 1989, Letter from Fuerzas Militares de Colombia, to Basler Turbo Conversions, Inc., requesting detailed information concerning modification program for C-47 Aircraft powered by turbopropeller engines according to Basler's proposal. (2 pages) April 19, 1989, Basler Turbo Conversions, Inc., Mechanics of Innovair sales to Air Colombia. (34 pages)

Objections Authenticity; Hearsay; Relevance Authenticity;

11.

12.

Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Authenticity; Hearsay; Authenticity;

13.

14.

Authenticity; Hearsay;

15. 16.

Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Authenticity; Authenticity; Hearsay;

17.

Correspondence and Memoranda, 1989

Authenticity; Hearsay;

18.

Correspondence and Memoranda, 1989

Authenticity; Hearsay;

19.

Correspondence and Memoranda, 1989

Authenticity; Hearsay; Relevance;

3
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Ex. No. 20.

Category Correspondence and Memoranda, 1989

Document Description May 15, 1989, Check from Basler Turbo Conversions, Inc. to Cliff Bernett in the amount of $3,879.74, with Mr. Bernett's invoices for this amount attached. (3 pages) May 22, 1989, Basler Turbo Conversions, Inc. letter, from Barry W. Wilson, to Mr. Andrew Ganshoff van der Mirsch, Abelag Aviation, informing Mr. Ganshoff van der Mirsch of Basler Turbo Conversions, Inc.'s technology and the opportunities it could provide for Europe in subdistribution of package freight. (2 pages) June 29, 1989, Basler Turbo Conversions, Inc. Memo, from Bryan R. Carmichael, to Cliff Bernett, with its subject focusing on the Turkish Project. (5 pages) August 1, 1989, Estimate of Profitability on First 13 Sales, Innovair Aviation, Ltd. (3 pages) August 11, 1989, Check from Basler Turbo Conversions, Inc. to Cliff Bernett in the amount of $5,290.68, with Mr. Bernett's invoices for this amount attached. (7 pages) August 23, 1989, Basler Turbo Conversions, Inc. letter, from Barry Wilson, to Alfred P. West Jr., Chairman, President, and CEO of SEI Corporation, requesting a source of lease financing for Basler's program with Federal Express. (2 pages) September 1, 1989, Foreign Sales Representative Agreement between the two parties of Innovair Aviation Limited and Altay Kollektif Sirketi, signed by the respective presidents of each party. (6 pages) September 18, 1989, Telefax from Cliff Bernett to Bryan Carmichael, attaching his trip reports from South Africa and Zimbabwe. (19 pages) September 19, 1989, Basler Turbo Conversions, Inc. letter, from Bryan Carmichael, to A.L. Patterson, responding to Mr. Patterson's letter (attached to Mr. Carmichael's letter) requesting data on the Turboprop conversion of the DC-3 and notifying Mr. Patterson that Basler has not yet completed pricing arrangements for the conversion or conversion kits. (2 pages)

Objections Authenticity; Hearsay;

21.

Correspondence and Memoranda, 1989

Authenticity;

22.

Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Authenticity;

23. 24.

Authenticity; Hearsay; Authenticity; Hearsay;

25.

Correspondence and Memoranda, 1989

Authenticity; Hearsay;

26.

Correspondence and Memoranda, 1989

Authenticity;

27.

Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Authenticity; Hearsay; Authenticity; Hearsay;

28.

4
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Ex. No. 29.

Category Correspondence and Memoranda, 1989

Document Description September 20, 1989, Basler Turbo Conversions, Inc. letter, from Bryan Carmichael, to B.H. Owen, Engineering Manager at Affretair (Pvt.) Ltd., responding to Mr. Owen's request for pricing information for conversion and conversion kits. (2 pages) October 2, 1989, Fax from Cliff Bernett to Bryan Carmichael, attaching his trip report from Greece. (7 pages) October 3, 1989, Innovair Aviation Limited letter, from Bryan Carmichael, to Haile Mariam Derso, Deputy General Manager Tech. Services, Ethiopian Airlines, providing price quotations for the installation of a conversion kit on DC-3 aircraft utilizing Pratt & Whitney PT6A-67R turboprop engines. (5 pages) November 8, 1989, Avmark, Inc. Basler Turbo-67 (DC-3 Conversion) Valuation. (37 pages) November 20, 1989, Basler Turbo Conversions, Inc. letter, from Bryan Carmichael, to Tim Dempsey, Dempsey, Magnusen, Williamson, & Lampe, providing the strategy Basler wishes to pursue in negotiating contracts with Air Colombia. (4 pages) 1990, To do list for meeting, IAL 07556 - IAL 07561. (6 pages) Undated, suspected year is 1990, Powerpoint presentation on the Taiwan Joint Venture with Basler Turbo Conversions, Arizona Trial Exhibit 50, Carmichael Deposition Exhibit 14. (9 pages) January 14, 1990, Letter from Barry Wilson, to Tom Weigt, regarding Mr. Wilson's meetings in Zimbabwe and South Africa. (2 pages) January 29, 1990, Innovair Aviation Limited letter, from Barry Wilson, to Bryan Carmichael, regarding the Zimbabwe trip and the price information for conversions. (2 pages) February 11, 1990, Indoswiss, Ltd. fax, from Jim Eckes, to Barry Wilson, focusing on the subject of Basler Turbo- 67 Marketing Representation in Asia. (3 pages)

Objections Authenticity; Hearsay;

30.

Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Authenticity; Hearsay; Authenticity; Hearsay;

31.

32. 33.

Correspondence and Memoranda, 1989 Correspondence and Memoranda, 1989

Authenticity; Authenticity; Hearsay; Relevance;

34.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity, Hearsay; Relevance Authenticity;

35.

36.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity;

37.

Authenticity;

38.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

5
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Ex. No. 39.

Category Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Document Description February 12, 1990, Innovair Aviation Limited letter, from Barry Wilson, to Bryan Carmichael, regarding the Zimbabwe Air Force program. (3 pages) February 26, 1990, Matters discussed between Tom Fraker and John Barry of Warwick, Harry Eastlick and Bryan Carmichael on February 26, 1990. (2 pages) March 2, 1990, South Coast Aviation fax, from John Harrison, to Barry Wilson, responding to Mr. Wilson's inquiry regarding the costs of ferrying up to four DC-3's from Harare, Zimbabwe to Oshkosh, Wisconsin USA and the return of these 4 DC-3's to Harare. (4 pages) March 2, 1990, U.S. Department of Transportation, Northwest Mountain Region letter, from Frederick Lee, to Robert Clark, Vice President/General Manager of Basler Turbo, Conversions, Inc., enclosing the Supplemental Type Certificate (STC SA4840NM) as approval for the installation of Pratt & Whitney PT6A-67R Engines on a McDonnell Douglas Corp DC3C. (5 pages) March 26, 1990, Basler Turbo Conversions, Inc. fax, from Bryan Carmichael, to Naj Allana, Deloitte & Touche, attaching three schedules- one with corrections, one with sales units, and the other with organization and salary. (8 pages) March 26, 1990, Basler Turbo Conversions, Inc. fax, from Bryan Carmichael, to Fred Johnson, attaching cash receipts and payments for period April to December 1990. (3 pages) April 1, 1990, Basler Turbo Conversions, Inc. fax, from Bryan Carmichael, to Murad Dural, requesting answers to the questions attached. (4 pages) April 4, 1990, Dakota Aircraft Manufacturing, Inc. fax, to Bryan Carmichael, regarding Dakota Aircraft Manufacturing, Inc.'s distributorship agreement with Innovair Aviation, Ltd's companies. (4 pages) April 8, 1990, Handwritten draft letter from Bryan Carmichael, to Fred Johnson, United Technologies Corp., responding to Mr. Johnson's questions in a fax dated April 3, 1990. (7 pages)

Objections Authenticity;

40.

Authenticity; Hearsay; Relevance; Authenticity; Hearsay;

41.

Correspondence and Memoranda, 1990

42.

Correspondence and Memoranda, 1990

Authenticity;

43.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

44.

Correspondence and Memoranda, 1990

Authenticity;

45.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity;

46.

Authenticity; Hearsay;

47.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

6
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Ex. No. 48.

Category Correspondence and Memoranda, 1990

Document Description April 8, 1990, Innovair Aviation Limited letter, from Bryan Carmichael, to Fred Johnson, United Technologies Corp., responding to Mr. Johnson's questions in a fax dated April 3, 1990. (8 pages) April 11, 1990, UBEM Ltd. fax, to George Ritsi, Business Developments, regarding C-47 Modernization and fax sent from Ritsi on April 11, 1990. (1 page) April 20, 1990, Douglas International Group letter, from Don Douglas, to Bryan Carmichael, regarding an earlier meeting between the two on April 16, 1990. (3 pages) April 24, 1990, Innovair Aviation Limited letter, from Bryan Carmichael, to John Bates, Dakota Aircraft Manufacturing Inc., informing Mr. Bates that Innovair will have to close the production line for manufacturing kits for the Polish project if it does not receive the Polish funds by May 2, 1990. (1 page) April 27, 1990, Basler Turbo Conversions, Inc. fax, from Bryan Carmichael, to Barry Wilson, attaching a cleaned up version of a fax Mr. Carmichael sent regarding U.T.C. financing. (3 pages) April 30, 1990, Basler Turbo Conversions, Inc. Outline Proposal of Strategic Alliance Between Innovair/Basler Turbo Conversions and United Technologies Inc. (4 pages) May 1990, Basler Turbo Conversions, Inc. & Innovair Aviation Limited, Five Year Business Plan, 1990-1994. (72 pages) May 11, 1990, Basler Flight Service, Inc. letter, from Michael G. Hintz, to Joe E. McCreery, President of Valley Bank in Oshkosh, Wisconsin, and Douglas R. Paschen, Senior Vice President of Valley Bank, providing copies of "Projected Weekly Cash Flows" for Basler Flight Service, Inc. and Basler Turbo Conversions, Inc. (13 pages) May 14, 1990, Innovair Aviation Limited letter, from Barry Wilson, to Daniel Ng, McDonald's Restaurants (H.K.) Ltd., regarding the Turbo-67 Conversion Program. (2 pages)

Objections Authenticity;

49.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance Authenticity; Hearsay;

50.

Correspondence and Memoranda, 1990

51.

Correspondence and Memoranda, 1990

52.

Correspondence and Memoranda, 1990

Authenticity;

53.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

54.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity;

55.

Authenticity; Hearsay; Relevance

56.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

7
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Ex. No. 57.

Category Correspondence and Memoranda, 1990

Document Description May 16, 1990, Altay Kollektif Sirketi telefax message, from Murad Dural, to Bryan Carmichael, regarding c-47 Conversion and negotiations with Casa. (1 page). May 29, 1990, United Technologies Pratt & Whitney letter, to Warren Basler, informing Mr. Basler of United Technologies joint venture in Taiwan to convert DC-3's using ETC technology and kits. (1 page) June 8, 1990, Basler Flight Service, Inc. fax, from R.J. Starr to Pratt & Whitney Group, regarding AMI DC3 Conversion details. (2 pages) June 11, 1990, Basler Flight Service, Inc. Aircraft Sales Invoice, No. 1026, for United Technologies Pratt & Whitney in the amount of $2,279,753.00. (2 pages) June 13, 1990, Basler Turbo Conversions, Inc., Assumptions Used for Cash Flow June-December, 1990 and Explanatory Notes. (4 pages) July 13, 1990, Purchase Agreement between the four parties of United Technologies Corporation, Turbo Power and Marine Systems, Inc., Basler Turbo Conversions, Inc., Basler Flight Service, Inc., and Innovair Aviation Limited. (36 pages) July 17, 1990, Emirate Air Services fax, from M.S. Tribe, Director of Maintenance and Ground Operations at E.A.S., to Warren Basler, regarding information on the Basler Turbo-67 DC3 Conversion and regrettably informing Mr. Basler that E.A.S. will have to consider other options. (3 pages) July 26, 1990, Altay Kollektif Sirketi telefax message, from Murad Dural, to Bryan Carmichael, regarding the C-47 solution and informing Mr. Carmichael that he will have to put a hold and cease agreements between their two parties due to incidents in the East including Perestroika and general defense budget cuts. (1 page)

Objections Authenticity; Hearsay;

58.

Correspondence and Memoranda, 1990

Authenticity;

59.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance Authenticity; Hearsay;

60.

Correspondence and Memoranda, 1990

61.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance Authenticity;

62.

Correspondence and Memoranda, 1990

63.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance

64.

Correspondence and Memoranda, 1990

Authenticity;

8
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Ex. No. 65.

Category Correspondence and Memoranda, 1990

Document Description August 1, 1990, United States Aircraft Corporation letter, from Harry Eastlick, President and CEO, to Warren Basler, Bryan Carmichael, and Barry Wilson, summarizing their recent agreement to combine Basler Turbo Conversion, Inc., Innovair Aviation Limited, and certain portions of Basler Flight Service, Inc. With United States Aircraft Corporation. (5 pages) August 6, 1990, Innovair Aviation Limited letter, from Barry Wilson, to Thomas S. Kan, updating Mr. Kan on the Turbo-67 project. (3 pages) August 6, 1990, Innovair Aviation Limited letter, from Barry Wilson, to Honor P. Mkushi, updating Honor Mkushi on the DC-3 Turbo 67 conversion program. (1 page) August 15, 1990, Letter from Bryan Carmichael to Thomas Weigt, providing background on Phil Trudell's contract. (2 pages). August 28, 1990, K.B. Aviation fax, from Phil Koszarek, to Warren Basler, regarding Basler conversion problems. (1 page) August 30, 1990, Indamer Company Private, Ltd. fax, from Phil Koszarek, to Karel Van Heerden, Strallis Group International, requesting insight into a Turbo-conversion for a DC3. (1 page) August 31, 1990, Meeting minutes at Basler Flight Service, Basler Turbo Conversion, with Tom Weigt, Pat Basler, Judy Glinski, Mike Hintz, and Joe McCreery in attendance. (2 pages) August 31, 1990, Indamer fax, from K.R. Nandkumar, Director, to Warren Basler, requesting a list of operators who have modified the DC-3 aircraft as well as the current progress on hand. (1 page) September 10, 1990, Memorandum from Thomas A. Fraker, to Wm. Timothy Sprague and John Berry, regarding the conversion projects of Basler Turbo Conversion, Inc. and Innovair Aviation Ltd. (4 pages)

Objections Authenticity; Hearsay; Relevance

66.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity;

67.

Authenticity;

68.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance Authenticity; Hearsay Relevance

69.

70.

71.

Correspondence and Memoranda, 1990

72.

Correspondence and Memoranda, 1990

73.

Correspondence and Memoranda, 1990

9
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Ex. No. 74.

Category Correspondence and Memoranda, 1990

Document Description September 11, 1990, US Holdings, The Real Estate Services Division of United States Aircraft Corporation letter, from Harry Eastlick, to Warren Basler, submitting a lease proposal on the equipment listed in the letter to be acquired by Lessor and placed under lease to Basler Flight Services, Inc. Who will at the close of this transaction have a three-year operating agreement for the subject aircraft with Federal Express. (3 pages) September 12, 1990, Fax from Bradley Shickel and Herb Hayes to Fred Johnson, attaching minutes for meetings on September 10th and 11th (4 pages) September 20, 1990, Warwick Consulting Group, Inc. fax, from Tom Fraker, to Harry Eastlick, regarding the Basler and US Holdings relationship. (2 pages) September 20, 1990, Memorandum from Tom Fraker, to Harry Eastlick, regarding potential investors in U.S. Holdings. (14 pages) October 1, 1990, United Technologies Pratt & Whitney internal correspondence, from J.G. O'Connor, to R.F. Daniell, regarding the Taiwan joint venture to convert DC-3 aircraft. (5 pages) October 2, 1990, Warwick & Company memorandum, from John Berry, to Harry Eastlick, providing an initial review of the "USAC" transaction. (5 pages) October 5, 1990, PMD International, Inc. letter, to Bryan Carmichael, providing a detailed offer to act as a financial advisor to Basler Turbo Conversions, Inc. to assist in raising additional equity for the company. (4 pages) October 6, 1990, Basler Turbo Conversions, Inc. fax, from Bryan Carmichael, to Harry Eastlick, attaching answers to Mr. Eastlick's questions posed during discussions between the two. (8 pages) October 8, 1990, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Graeme Conlyn, Managing Director of National Airways and Finance Corporation (PTY) Ltd., regarding Mr. Conlyn's visit to Oshkosh to visit Basler's facility. (2 pages) October 8, 1990, Basler Flight Service, Inc. fax, from Tom Weigt, to Joe Madison, regarding training for seven Air Asia staff. (1 page)

Objections Authenticity; Hearsay; Relevance

75.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance Authenticity;

76.

77.

78.

79.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

80.

Correspondence and Memoranda, 1990

81.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance;

82.

Correspondence and Memoranda, 1990

83.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

10
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Ex. No. 84.

Category Correspondence and Memoranda, 1990

Document Description October 19, 1990, US Holdings fax, from Harry Eastlick, to Bryan Carmichael, regarding a proposal for US Holdings to serve as a financial advisor in the negotiations for obtaining financing for and the reorganization of Basler Turbo Conversion, Inc., Innovair Aviation Ltd., and certain portions of Basler Flight Services, Inc. (9 pages) October 19, 1990, Letter from Bryan Carmichael, to Harry Eastlick, informing Mr. Eastlick of the cost and timing for a company to undertake a program to certify another conversion of DC3 aircraft to turboprop power. (1 page) October 19, 1990, US Holdings fax, from Harry Eastlick, to Bryan Carmichael, regarding a proposal for US Holdings to serve as a financial advisor in the negotiations for obtaining financing for and the reorganization of Basler Turbo Conversion, Inc., Innovair Aviation Ltd., and certain portions of Basler Flight Services, Inc. (9 pages) October 22, 1990, Basler Turbo Conversions, Inc., Sale of N968F to United Technologies and Apportionment of Proceeds. (6 pages) October 30, 1990, Basler Flight Service, Inc. fax, from Tom Weigt, to Board Issue, attaching salary proposals for review. (2 pages) November 15, 1990, US Holdings letter, from Harry Eastlick, to Warren Basler, Bryan Carmichael, and Barry Wilson, providing a supplement to his letter dated November 12, 1990 to clarify points from a meeting with Tim Dempsey on November 14, 1990. (2 pages) November 21, 1990, Price Waterhouse letter, from Trent Chambers, to Warren Basler, providing his advice on the reorganization and recapitalization of Basler Flight Service, Inc. requested by Mr. Basler. (3 pages) November 26, 1990, McDonald's Restaurants (Hong Kong) Limited fax, from Daniel Ng, to Barry Wilson, providing a E.H. Yap as a contact in aircraft leasing and the aviation business. (1 page) November 26, 1990, Fax from Fred Johnson to Tom Weigt, attaching a letter summarizing Mr. Johnson's discussions in Taiwan about the joint venture project. (4 pages)

Objections Authenticity; Hearsay; Relevance

85.

Correspondence and Memoranda, 1990

Authenticity; Relevance

86.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance

87.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity; Relevance Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

88.

89.

90.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevane

91.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

92.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

11
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Ex. No. 93.

Category Correspondence and Memoranda, 1990

Document Description November 27, 1990, Letter from Harry Eastlick, to Warren Basler, Bryan Carmichael, and Barry Wilson, providing a supplement to his letters dated November 12 and 15, 1990 based on discussions between Mr. Carmichael, Mr. Dempsey, and Mr. Eastlick. (2 pages) December 3, 1990, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Fred Johnson, Manager of Commercial Offset Programs, United Technologies/Pratt & Whitney, responding to Basler's announcement of a delay in the start up of the Taiwan joint venture company. (3 pages) December 4, 1990, Basler Flight Service, Inc. fax, from Tom Weigt, to Bryan Carmichael, attaching December 3, 1990 letter from Fred Johnson. (3 pages) December 21, 1990, Warwick Consulting Group, Inc. fax, from Tom Fraker, to Tim Dempsey, attaching a letter regarding funding of Basler Turbo Conversions. (2 pages) December 24, 1990, Basler Turbo Conversions, Inc. Inter-Office Memo, from Michael Hintze, to Tom Weigt, providing comments on the "pricing policy" section of the memo Mr. Weigt received from Mr. Carmichael. (2 pages) December 26, 1990, Basler Turbo Conversions, Inc. letter, from Warren Basler, to Gerald DuVall, U.S. Embassy in Bogotá, Colombia, regarding Mr. DuVall's interest and need for Basler aircraft. (1 page) December 27, 1990, Indoswiss Ltd. fax, from Jim Eckes, to Barry Wilson, regarding the 2.5 year delay in the DC-3 Turbo conversion project. (1 page) December 31, 1990, Basler Turbo Conversions, Inc. Financial Statements and Report, December 31, 1990 and 1989. (13 pages) 1991, Innovair Aviation/Basler Turbo Conversions, Inc., Comparisons of Offers to Purchase Interests in Innovair and Basler Turbo. (1 page)

Objections Authenticity; Hearsay; Relevance

94.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

95.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

96.

97.

Correspondence and Memoranda, 1990

98.

Correspondence and Memoranda, 1990

Authenticity; Hearsay;

99.

Correspondence and Memoranda, 1990

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Authenticity; Hearsay; Relevance

100.

Correspondence and Memoranda, 1990 Correspondence and Memoranda, 1991

101.

12
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Ex. No. 102.

Category Correspondence and Memoranda, 1991

Document Description 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Bryan Carmichael, regarding subjects for discussion at the meeting with James Foden and questions Mr. Carmichael's interest in this customer. (2 pages) 1991, Innovair Aviation Limited, Proposed Use of Proceeds. (3 pages) January 1, 1991, Basler DC3 Turbo Business Enterprises, Analysis and Valuation, by Madison Valuation Associates, T.F. Gunkel & Co., with Madison Valuation Associates letter, from Theodore Gunkel, President, to Joseph McCreery, President of Valley Bank dated April 10, 1991. (53 pages) January 1, 1991, Tentative Basler DC3 Turbo Enterprise Assumptions. (10 pages) January 9, 1991, Indoswiss Ltd. fax, from Jim Eckes, to Barry Wilson, informing Mr. Wilson that TAS (Taiwan Aerospace) is not very interested in the Turbo-67 offset work. (1 page) February 1, 1991, United Technologies Pratt & Whitney letter, from Raymond Stone, to Tim Dempsey, Dempsey, Magnusen, Williamson & Lampe, regarding P&W's advice to pursue mutual concurrence on the principles of the Distributorship Agreement before trying to close on all details. (4 pages) February 1, 1991, Letter from Barry Wilson, to Tom Weigt, providing a detailed account of what was discussed during their meeting from January 26-28th. (4 pages) February 2, 1991, Basler Flight Service, Inc. fax, from Tom Weigt, to Barry Wilson, attaching a Strallis Group International (Pty.) Ltd. letter, from KWJ Van Heerden, to Barry Wilson, regarding the failure of Strallis' proposed merger with Sandgate Group. (3 pages) February 4, 1991, Basler Turbo Conversions, Inc. fax, from Bryan Carmichael, to Don Stringham, attaching the Distribution Agreement. (2 pages)

Objections Authenticity; Hearsay; Relevance;

103.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevanec

104.

105.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity; Hearsay;

106.

107.

Correspondence and Memoranda, 1991

Authenticity; Relevance

108.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance;

109.

Correspondence and Memoranda, 1991

110.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance;

13
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Ex. No. 111.

Category Correspondence and Memoranda, 1991

Document Description February 7, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Ray Stone, United Technologies, regarding Mr. Stone's letter from January 28, 1991 and the consolidation of BTC and Innovair. (1 page) February 11, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Barry Wilson, responding to Mr. Wilson's letter from February 1, 1991. (5 pages) February 11, 1991, Basler Turbo Conversions, Inc. letter, from Barry Wilson, to Graeme Conlyn, National Airways & Finance Corp. (Pty) Ltd., regarding their discussions about NAC representing the Turbo-67 program in optional territories. (2 pages) February 11, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Barry Wilson, responding to Mr. Wilson's letter from February 1, 1991. (5 pages) February 13, 1991, Avmark Asia Ltd., Market Potential for the Basler BT-67 in the Asia/Pacific Region, prepared for Pratt & Whitney by Avmark Asia Limited. (47 pages) February 14, 1991, Letter from Bryan Carmichael, to Barry Wilson, Harry Eastlick, Tom Connors, and Steve Katz, attaching a study of the restructuring of their Turbo-67 companies which focuses primarily on identifying problems that exist and strategies which may be adopted to solve problems. (13 pages) February 22, 1991, Warwick & Company Memorandum, from Tom Fraker, to Harry Eastlick, regarding potential investors for Innovair Aviation Ltd. and Basler Turbo Conversion. (2 pages) February 26, 1991, Basler Turbo Conversions, Inc., from Tom Weigt, to Graeme Conlyn, National Airways & Finance Corp. (PTY) Ltd., thanking Mr. Conlyn for his note regarding Basler's distributor agreement. (1 page) February 26, 1991, N96BF Delivery Trip Itinerary. (3 pages) February 27, 1991, Matters discussed between Tom Fraker, John Barry of Warwick, Harry Eastlick, and Bryan Carmichael on February 26, 1991. (4 pages)

Objections Authenticity; Hearsay; Relevance

112.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity; Hearsay;

113.

Correspondence and Memoranda, 1991

114.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity;

115.

Correspondence and Memoranda, 1991

116.

Correspondence and Memoranda, 1991

Authenticity; Relevance

117.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

118.

Correspondence and Memoranda, 1991

119. 120.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Authenticity; Hearsay; Relevance

14
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Ex. No. 121.

Category Correspondence and Memoranda, 1991

Document Description February 28, 1991, Basler Flight Service, Inc. Financial Statements and Report, February 28, 1991 and 1990. (14 pages) March 5, 1991, Letter from Harry Eastlick, to Bryan Carmichael and Barry Wilson, bringing forth the basis upon which Warwick Consulting Group, Inc. and US Holdings will be the financial advisors and exclusively represent Mr. Carmichael and Mr. Wilson in relation to their families investments in Innovair Aviation Limited and Basler Turbo Conversion, Inc. (11 pages) March 5, 1991, Memo from Harry Eastlick, to Bryan Carmichael and Barry Wilson, providing the General outline of Tentative Structure for financing the reorganization of Basler Turbo Conversion Inc. and Innovair Aviation Ltd. (6 pages) March 5, 1991, Memo from Harry Eastlick, to Bryan Carmichael and Barry Wilson, providing the General outline of Tentative Structure for financing the reorganization of Basler Turbo Conversion Inc. and Innovair Aviation Ltd. (6 pages) March 14, 1991, Warwick & Company letter, from Tom Fraker, to Bryan Carmichael and Barry Wilson, emphasizing Warwick's interest in remaining involved in every aspect of Mr. Carmichael and Mr. Wilson's project in addition to Harry Eastlick's involvement. (4 pages) March 18, 1991, Warwick Consulting Group, Inc. fax, from Tom Fraker, to Harry Eastlick, attaching the letter he sent to Barry Wilson and Bryan Carmichael regarding Warwick's involvement in their project. (5 pages) March 25, 1991, Memorandum from John Berry, to Wm. Timothy Sprague and Tom Fraker, regarding the Basler Turbo-67 Project and his meeting with Bryan Carmichael to discuss preparation of the Financing Memorandum. (3 pages) Document omitted. March 27, 1991, Warwick Consulting Group, Inc. fax, from Harry Eastlick, to Barry Wilson, requesting he sign the attached appointment letter and send back to Warwick. (9 pages)

Objections Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

122.

Correspondence and Memoranda, 1991

123.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

124.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

125.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

126.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

127.

Correspondence and Memoranda, 1991

Authenticity; Relevance;

128. 129.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Relevance

15
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Ex. No. 130.

Category Correspondence and Memoranda, 1991

Document Description March 27, 1991, Innovair Aviation Limited letter, from Barry Wilson, to Tom Fraker, attaching the appointment letter with his signature for the Warwick Consulting Company, Inc and US Holdings to be financial advisors and represent he and Bryan Carmichael in relationship to investments in Innovair and Basler Turbo Conversions. (2 pages) March 28, 1991, Warwick & Company letter, from Tom Fraker, to Harry Eastlick, serving as an agreement between Warwick Consulting Group, Inc. And US Holdings relative to the search for debt and equity for Bryan Carmichael and Barry Wilson. (2 pages) March 28, 1991, Air Atlantique letter, from W. James Foden, to Bryan Carmichael, confirming the positive reaction of Air Atlantique and number of its customers following the recent demonstration flights conducted in the UK by the BT 67 and would like to acquire the aircraft for its European operations. (1 page) April 3, 1991, Memorandum, from Tom Fraker, to Bryan Carmichael, Harry Eastlick, Wm. Timothy Psrague, and John Berry, attaching the BTC Preliminary Draft. (177 pages) April 3, 1991, United Technologies Pratt & Whitney letter, from Raymond Stone, to Timothy Dempsey, Dempsey, Magnusen, Williamson & Lampe, attaching a list of open issues on the Distributor Agreement based on their February 26, 1991 telephone conversation. (4 pages) April 5, 1991, Bristol-Myers Squibb Europe fax, from Barry Wilson, to Bryan Carmichael, attaching a letter to shareholders from Tom Weigt. (2 pages) April 8, 1991. Innovair Aviation Limited memo, from Bryan Carmichael, to Tom Weigt, regarding conversion kit pricing set at $2,050,000 as of April 15, 1991. (1 page) April 11, 1991, Warwick & Company letter, from Tom Fraker, to Steve Barth, Foley & Lardner, addressing requests Mr. Barth had sent in an earlier letter. (1 page)

Objections Authenticity; Hearsay; Relevance

131.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

132.

Correspondence and Memoranda, 1991

Authenticity;

133.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

134.

Correspondence and Memoranda, 1991

135.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance; Authenticity; Hearsay;

136.

137.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance;

16
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Ex. No. 138.

Category Correspondence and Memoranda, 1991

Document Description April 11, 1991, Personal and confidential letter from Bryan Carmichael, to Warren Basler, discussing his disappointment in Mr. Basler hiring of a special counsel to represent his interests adverse to the minority shareholders of BTC. (9 pages) April 11, 1991, Status of the DC-3 Conversion Joint Venture as of April 1, 1991. (3 pages)

Objections Authenticity; Hearsay; Relevance

139.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

140.

Correspondence and Memoranda, 1991

April 12, 1991, Memorandum, from John Berry, to Ron Conquest, regarding the Turbo-67 Reorganization/Financing Transaction. (3 pages) April 13, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Bryan Carmichael, informing Mr. Carmichael that Basler Turbo Conversions, Inc. will not be raising kit prices to customers at this time as he suggested. (9 pages) April 15, 1991, Innovair Aviation Limited letter, from Bryan Carmichael, to Tom Weigt, informing Mr. Weigt that he is neither an officer, director, employee, representative, or agent of Innovair and that he has no power or authority to act in any manner in the name of or on behalf of Innovair, including negotiations with international customers. (6 pages) April 15, 1991, Fax from Herb Hayes, to Bryan Carmichael, providing the status of the Taiwan joint venture BT-67 Program. (3 pages) April 18, 1991, Asian Capital Partners fax, from E. Hok Yap, to Barry Wilson and Bryan Carmichael, clarifying the respective roles of the various parties in this project and requesting the identification of the interests of the parties involved. (1 page) April 18, 1991, Asian Capital Partners fax, from E. Hok Yap, to Barry Wilson and Bryan Carmichael, clarifying the respective roles of the various parties in this project and requesting the identification of the interests of the parties involved. (1 page) April 22, 1991, Air Atlantique letter, from Colin Wright, to Tom Weigt, confirming Air Atlantique's interest in Mr. Weigt's proposal and requests answers to the questions outlined in the letter. (2 pages)

Authenticity; Hearsay Relevance; Authenticity; Hearsay; Relevance

141.

Correspondence and Memoranda, 1991

142.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

143.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity;

144.

Authenticity; Hearsay;

145.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

146.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

17
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Ex. No. 147.

Category Correspondence and Memoranda, 1991

Document Description April 23, 1991, Letter from Bryan Carmichael and Barry Wilson, to Joe McCreery, regarding their buy out offer to the Baslers as a result of an impasse which developed among the shareholders of Basler Turbo Conversions, Inc. (1 page) April 25, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Bryan Carmichael, responding to Mr. Carmichael's letters dated April 15 and 22 regarding the participation of Warren Basler and himself in the sales effort with international customers. April 26, 1991, Proposed Term Sheet For Sale of the Conversion Business (not reviewed or proofed by Warren and Pat Basler). (1 page) April 29, 1991, Memo from Harry Eastlick, to Barry Wilson and Bryan Carmichael, providing a summary of the meetings held in Milwaukee from April 25-27, 1991. (8 pages) April 29, 1991, Avia Marketing Consultants Inc. letter, from Richard Look, President, to Tom Weigt, regarding an article on the Basler Turbo-67 in FLIGHT International and requesting two complete sets of the technical description of your aircraft as well as its delivery price and schedule. (1 page) April 30, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Bryan Carmichael, regarding his request for a resolution of customer support issues for prospective Innovair Aviation Limited customers and emphasizing the need for immediate attention towards their customers as they are very real prospects. (2 pages) May 1, 1991, Dakota Aircraft International, Inc. letter, from Don Stringham, to Innovair Aviation Limited, emphasizing the importance in continuing the pursuit of commercializing the BT-67 project in Poland and with other international customers despite the internal disputes occurring. (4 pages) May 2, 1991, Air Atlantique letter, from W. James Foden, Group Managing Director, to Tom Weigt, establishing further facts in addition to their discussions on the possible lease of N-96BF. (1 page)

Objections Authenticity; Relevance

148.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

149.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance Authenticity; Hearsay;

150.

151.

Correspondence and Memoranda, 1991

152.

Correspondence and Memoranda, 1991

Authenticity; Relevance

153.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

154.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

18
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Ex. No. 155.

Category Correspondence and Memoranda, 1991

Document Description May 6, 1991, Warwick & Company, from Tom Fraker, to Barry Wilson and Bryan Carmichael, Bristol-Myers Squibb Company, regarding his trip to Chicago and to inform them that three venture funds expressed an interest in the conversion industry and their project. (1 page) May 6, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Richard Look, President of AVIA Marketing Consultants, Inc., responding to Mr. Look's inquiry regarding the conversion of DC3/C47 aircraft to the Basler Turbo-67. (1 page) May 8, 1991, Letter from Barry Wilson, to Tom Weigt, informing Mr. Weigt of his resignation as a Director of Basler Turbo Conversions and as an officer if he is one. (1 page) May 8, 1991, Basler Turbo Conversions, Inc. letter, from Tom Weigt, to Bryan Carmichael, confirming that Basler is not required to provide pilots for the Taiwan demonstration as part of their technical support requirement to Innovair. (2 pages) May 9, 1991, Fax from Fred Johnson, to Bryan Carmichael, attaching a letter regarding United Technologies' desire to remain uninvolved in the internal relationships between BTC and Innovair and would like to market and sell their product in territories granted from them. (3 pages) May 10, 1991, Memorandum from John Berry, to Joe Kelso, regarding Innovair Aviation LimitedReorganization and Recapitalization. (4 pages) Document omitted. May 13, 1991, Innovair Aviation Limited letter, from Bryan Carmichael, to Sugrim Misir, Dowty Aerospace Aviation Services Pte, Ltd., responding to Mr. Misir's request of prices for the Turbo-67 conversion kits and conversions in all market outside of the U.S.A. (2 pages) May 13, 1991, Innovair Aviation Limited letter, from Bryan Carmichael, to Tom White, regarding Air Atlantique's interest in a wet lease of a Turbo-67 from BFS. (1 page)

Objections Authenticity; Hearsay; Relevance

156.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

157.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

158.

Correspondence and Memoranda, 1991

159.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

160.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

161. 162.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay;

163.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

19
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Ex. No. 164.

Category Correspondence and Memoranda, 1991

Document Description May 15, 1991, Letter from Bryan Carmichael, to Tom Weigt, responding to Mr. Weigt's letter dated May 14, 1991, regarding proposed arrangements with Air Atlantique and Innovair's willingness in principle to make a concession to BFS to allow it to wet lease an aircraft to Air Atlantique. (2 pages) May 17, 1991, Memo from Harry Eastlick, to Bryan Carmichael and Barry Wilson, providing the summarized assumptions regarding their investments in May 18, 1991 Confidential Memorandum. (2 pages) May 17, 1991, Innovair Aviation Limited letter, from Bryan Carmichael, to Don Stringham, regarding the status of Dakota Aircraft International Inc.'s relationship with Innovair Aviation Limited. (1 page) May 17, 1991, Memo from Harry Eastlick, to Bryan Carmichael, regarding Innovair Aviation Limited results for y/e 1990 and accumulated deficit at December 31, 1990. (2 pages) May 18, 1991, Confidential Memorandum, Innovair Aviation Limited, prepared by Warwick Consulting Group, Inc. (188 pages) May 28, 1991, Notes from Field Aviation Meeting with Steve Wybenga on May 28, 1991. (2 pages) May 31, 1990, Schumaker, Romenesko, & Associates letter, to Doug Paschen, Senior Vice President of Valley Bank, regarding a special investigation of Basler Flight Service, Inc., Basler Turbo Conversions, Inc., Innovair Aviation, Ltd., and Mr. and Mrs. Warren Basler. (12 pages) June 11, 1991, Innovair Aviation Limited letter, from Tim Carmichael, to Steve Wybenga, Field Aviation, to clarify on a few points discussed during Mr. Wybenga's visit. (3 pages) June 11, 1991, Innovair, Inc. letter, from Bryan Carmichael, to Tom Weigt, responding to Mr. Weigt's letter dated May 21, 1991 regarding the supply of technical information to Innovair. (3 pages)

Objections Authenticity; Hearsay;

165.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

166.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance Authenticity;

167.

Correspondence and Memoranda, 1991

168.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

169.

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance;

170.

171.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance Authenticity; Hearsay; Relevance

172.

Correspondence and Memoranda, 1991

20
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Ex. No. 173.

Category Correspondence and Memoranda, 1991

Document Description June 13, 1991, Memorandum from Tom Fraker, to Bryan Carmichael, providing a list of people who have been contacted and were sent Confidential Memorandums and summaries on the Innovair update. (2 pages) June 14, 1991, Wind Point Partners letter, from James Forrest, to Tom Fraker, regarding Warwick & Company's interest and consideration of Wind Point Partners as a potential investor in Innovair Aviation Limited, but declines the opportunity. (1 page) June 11, 1991, Radnor Venture Partners, L.P. letter, from Bob Keith, Managing Director, to Tom Fraker, regarding Warwick & Company's interest and consideration of Radnor Venture Partners, LP. as a potential investor in AmeriMex Management Corporation, but declines the opportunity. (1 page) June 14, 1991, Frontenac Company letter, from James Cowie, to Tom Fraker, regarding Warwick & Company's interest and consideration of Frontenac Company as a potential investor in Innovair Aviation Limited, but declines the opportunity. (1 page) June 20, 1991, Innovair, Inc. letter, from Bryan Carmichael, to Graeme Conlyn, National Airways & Finance Corp. (Pty) Ltd., regarding their discussion of the Turbo-67 in Sub-Saharan African markets. (1 page) June 25, 1991, Fax from Warwick & Company, to Harry Eastlick, attaching Innovair Aviation Limited, Proposed Use of Proceeds. (3 pages) June 27, 1991, Fax from Herb Hayes, to Fred Johnson, providing an update on the DC-3 Conversion Program Action/Status. (3 pages) June 29, 1991, Handwritten letter to Tim, regarding UTC Distributorship Agreement. (1 page) June 30, 1991, Innovair, Inc. letter, from Bryan Carmichael, to Hok Yap, requesting Mr. Hok Yap to fax his outline for raising funds on a joint basis for the UTC Taiwan project. (2 pages) June 30, 1991, Innovair, Inc. letter, from Bryan Carmichael, to Fred Johnson, Herb Hayes, and Ray Stone, regarding the Distribution Agreement Meeting on June 25, 1991. (2 pages)

Objections Authenticity; Hearsay; Relevance;

174.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

174 Correspondence and (continued) Memoranda, 1991

Authenticity; Hearsay; Relevance

174 Correspondence and (continued) Memoranda, 1991

Authenticity; Hearsay; Relevance

175.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

176.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Authenticity;

177.

178.

Authenticity; Hearsay; Relevance; Authenticity;

179.

180.

Correspondence and Memoranda, 1991

Authenticity;

21
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Ex. No. 181.

Category Correspondence and Memoranda, 1991

Document Description July 1, 1991, Warwick & Company letter, from Tom Fraker, to Steve Hazy, International Lease Finance Corp., regarding the funding of Innovair Aviation by either Mr. Hazy himself of the International Lease Finance Corp. (1 page) July 2, 1991, Innovair, Inc. letter, from Bryan Carmichael, to Gurol Dinc, Managing Director of Temsa Konsult, regarding the status of the Turbo-67 project in Turkey. (3 pages) July 2, 1991, US Holdings fax, attaching an Innovair Aviation Limited memo, from Bryan Carmichael, to Fred Johnson and Herb Hayes, providing a summary of what was discussed at their meeting regarding Turkey, Thailand, Possible Sale or Lease of N96BF, and Demonstration Tour. (4 pages) July 3, 1991, United Technologies Pratt & Whitney letter, from Donald Lang, Vice President of Group Business, Development, and Planning, to Bryan Carmichael, confirming United Technologies Pratt & Whitney's initial deposit toward procurement of a DC-3 conversion kit. (2 pages) July 3, 1991, United Technologies Pratt & Whitney letter, from Donald Lang, Vice President of Group Business, Development, and Planning, to Bryan Carmichael, confirming United Technologies Pratt & Whitney's initial deposit toward procurement of a DC-3 conversion kit. Handwritten note documenting the letter was fed exed to Fred Johnson on July 9, 1991. (2 pages) July 8, 1991, Fax from Herb Hayes, to E.H. Yap, regarding the DC-3 Conversion Program and recommending to invest vertically in both Innovair and United Pacific Aerospace Corporation. (2 pages) July 8, 1991, Asian Capital Partners fax, from Benjamin Wiley, to Bryan Carmichael, responding to Mr. Carmichael's fax of June 30th regarding the possibility of joint funding for UTC and Innovair and listing the advantages of the joint funding if acted upon. (2 pages)

Objections Authenticity; Hearsay; Relevance

182.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

183.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

184.

Correspondence and Memoranda, 1991

Authenticity;

185.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

186.

Correspondence and Memoranda, 1991

Authenticity;

187.

Correspondence and Memoranda, 1991

Authenticity;

22
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Ex. No. 188.

Category Correspondence and Memoranda, 1991

Document Description July 9, 1991, United Technologies Pratt & Whitney fax, from Fred Johnson, to Bryan Carmichael, attaching a letter from Lyman Marshall addressed to Mr. Carmichael and Tom Weigt regarding the Purchase Agreement dated July 13, 1990 and the obligations of Innovair and BTX under this agreement. (3 pages) July 10, 1991, Temsa Konsult A.S. fax, to Bryan Carmichael, attaching a letter from Gurol Dinc to Bryan Carmichael responding to a fax from Mr. Carmichael on July 2, 1991 regarding the project with Innovair, Inc. (5 pages) July 12, 1991, Innovair Aviation Limited letter, from Bryan Carmichael, to Jonathan Hoist, Electrodata, providing Mr. Holst with information on Innovair as a company and what it sells/manufactures. (7 pages) July 15, 1991, Fax from Barry Wilson, to Daniel Ng, responding to Mr. Ng's fax and informing him that Innovair is in the process of splitting the DC-3 conversion to International and U.S./Domestic. (2 pages) July 17, 1991, Reinhart, Boerner, Van Deuren, Norris & Rieselbach fax, attaching a letter from Lawrence Burnett, to Lyman Marshall, notifying Mr. Marshall that Reinhat, Boerner, Van Deuren, Norris & Rieselbach are representing Basler Turbo Conversions, Inc and Basler Flight Service in connection with litigation existing with Innovair Aviation Limited in addition to discussing Mr. Marshall's letter to Basler and Innovair dated July 9, 1991. (3 pages) July 18, 1991, Valley Bank fax, attaching a letter from Joe McCreery, President of Valley Bank, to Bryan Carmichael, responding to Mr. Carmichael's communication with Mr. McCreery on July 15, 1991. (2 pages) July 22, 1991, CFS Flight Systems (Pty) Ltd. fax, from Mervyn Eaton, Director, to Bryan Carmichael, requesting estimated man-hours in order to complete the proposal to be submitted to Anglo American Corp. (2 pages)

Objections Authenticity;

189.

Correspondence and Memoranda, 1991

Authenticity;

190.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance; Authenticity;

191.

Correspondence and Memoranda, 1991

192.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

193.

Correspondence and Memoranda, 1991

Authenticity; Relevance

194.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

23
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Ex. No. 195.

Category Correspondence and Memoranda, 1991

Document Description July 25, 1991, Innovair Aviation Limited letter, from Bryan Carmichael, to Fred Johnson, regarding the possibility of the Turkish Air Force acquiring the Turbo-67 technology and requesting that they jointly develop an outline of a strategy before a visit to Ankara. (3 pages) July 29, 1991, US Holdings fax, from Harry Eastlick, attaching an Innovair Aviation Limited letter, from Bryan Carmichael, to Tom Fraker, notifying Mr. Fraker that it is no longer appropriate to continue Innovair's arrangement wherein Warwick and US Holdings represent us as their "financial advisors." (2 pages) July 31, 1991, United Technologies Pratt & Whitney fax, from Fred Johnson, to Bryan Carmichael, attaching a letter from Ray Stone to Lawrence Burnett, responding to a letter Mr. Burnett sent to Lyman Marshall on July 17, 1991. (3 pages) July 31, 1991, Letter from Barry Wilson, to Joe McCreery, Valley Bank of Oshkosh, requesting that Mr. McCreery consider the letter as a formal notice pursuant to the Guaranty Agreement effective this day that he will no longer act as a guarantor on any future advances under the revolving loan agreement extended by Mr. McCreery's bank to Basler Flight Service, Inc. and Basler Turbo Conversions, Inc. (2 pages) August, 1991, Chronology of Events from April, 1988 through August, 1991. (9 pages) August 6, 1991, Compiled company information on Basler Turbo Conversions, Inc. for meeting with Valley Bank. (32 pages) August 8, 1991, U.S. Department of Justice letter, from Linda A. Akers, United States Attorney, District of Arizona, and Reid C. Pixler, Assistant U.S. Attorney, to Katherine M. Lunsford, Foley & Lardner, sharing her concerns in response to an affidavit Ms. Lunsford filed recounting certain conversations she had with Ms. Akers. (3 pages)

Objections Authenticity; Hearsay;

196.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

197.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

198.

Correspondence and Memoranda, 1991

Authenticity;

199.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance;

200.

201.

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Ex. No. 202.

Category Correspondence and Memoranda, 1991

Document Description

Objections

Authenticity; August 13, 1991, Innovair Aviation Limited letter, from Tim Carmichael, to Barrie Owen, AFFRETAIR, Hearsay; following up on certain points that were discussed earlier during their phone conversation, including an article on Innovair in FLIGHT International. (9 pages) August 14, 1991, Letter from Bryan Carmichael, to Bob Clark, providing a tentative schedule of travel to London, Zimbabwe, and Johannesburg. (1 page) August 14, 1991, Foley & Lardner letter, from Bob Binder, to Lawrence Burnett, Reinhart, Boerner, Van Deuren, Norris & Rieselbach, regarding BTC's contact with a potential customer in Zimbabwe failing to refer the inquiry from the customer in Zimbabwe to Innovair as required. (I page) August 25, 1991, Fax from Herb Hayes, to Fred Johnson, regarding contact progress and enclosing personal notes on contacts in Kuala Lumpur, Malaysia and Indonesia. (6 pages) August 28, 1991, Gerald E. Kriehn letter, from Gerald Kriehn to Lawrence Burnett, responding to Mr. Burnett's letter of August 22, 1991 to Harry Eastlick regarding United States Aircraft Corporation and Basler Turbo Conversions, Inc., et. al. (2 pages) August 29, 1991, Fax from Herb Hayes, to Bryan Carmichael, notifying Mr. Carmichael that he is waiting to hear from him in regards to meeting with Asia Capital Partners. (1 page) September 1, 1991, Foreign Sale Representative Agreement between Innovair Aviation Limited and Temsa Konsult. (8 pages) September 3, 1991, Reinhart, Boerner, Van Deuren, Norris & Rieselbach letter, from Lawrence Burnett, to Bryan Carmichael and Bob Binder, regarding BTC's termination of the Technology License Agreement dated June 24, 1988. (2 pages) September 6, 1991, Foley & Lardner letter, from Katherine Lunsford, to Reid C. Pixler, Assistant U.S. Attorney, regarding United States v. Basler-Turbo-67, et al. and enclosing a draft of the assignment that Innovair proposes to make in lieu of a substitute res bond for the technology license agreement. (34 pages) Authenticity; Hearsay; Authenticity; Hearsay;

203.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

204.

205.

Correspondence and Memoranda, 1991

Authenticity;

206.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance;

207.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

208.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Authenticity; Hearsay; Relevance

209.

210.

Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance

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Ex. No. 211.

Category Correspondence and Memoranda, 1991

Document Description September 9, 1991, U.S. Department of Justice letter, from Linda A. Akers, United States Attorney, and Reid C. Pixler, Assistant U.S. Attorney, to Katherine Lunsford, Foley & Lardner, and Tim Atkinson, Reinhart, Boerner, et al., regarding U.S.A. v. Basler Turbo-67 Conversion Dc-3 Aircraft, FAA Registration Number N8059P, et al. (2 pages) September 10, 1991, Chinese Air Force letter, from Lin Wen-Li, General, ROCAF Commander-in-Chief, to Lyman Marshall, Director, Industrial Cooperation and Offset Management of United Technologies Pratt & Whitney, responding to Mr. Marshall's letter dated June 13, 1991 concerning his interest in modifying the Chinese Air Force's C-47 to the Turbo-67 and informing Mr. Marshall that the Chinese Air Force is in no need for modifications at this time. (1 page) September 10, 1991, Chinese Air Force letter, from Lin Wen-Li, General, ROCAF Commander-in-Chief, to Lyman Marshall, Director, Industrial Cooperation and Offset Management of United Technologies Pratt & Whitney, responding to Mr. Marshall's letter dated June 13, 1991 concerning his interest in modifying the Chinese Air Force's C-47 to the Turbo-67 and informing Mr. Marshall that the Chinese Air Force is in no need for modifications at this time. (2 pages) September 17, 1991, Foley & Lardner letter, from Katherine Lunsford, to Reid C. Pixler, Assistant U.S. Attorney, confirming their conversation last week in which they discussed that Innovair is no longer interested in pursuing the possibility of posting a substitute res bond for the license agreement and requesting Mr. Pixler sign the bottom of the letter and return to Ms. Lunsford. (2 pages) September 20, 1991, Memo from Harry Eastlick, to Bryan Carmichael and Barry Wilson, providing a summary of investment in BTC/Innovair by shareholders. (3 pages) September 30, 1991, Minutes from meeting with United Technologies on Monday, September 30, 1991. (3 pages) September 30, 1991, Minutes from meeting with United Technologies on Monday, September 30, 1991. (3 pages)

Objections Authenticity; Hearsay; Relevance;

212.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

213.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

214.

Correspondence and Memoranda, 1991

Authenticity; Relevance

215.

Correspondence and Memoranda, 1991

Authenticity; Hearsay;

216.

Correspondence and Memoranda, 1991 Correspondence and Memoranda, 1991

Authenticity; Hearsay; Relevance; Authenticity; Hearsay; Relevance;

217.

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Ex. No. 218.

Category Correspondence and Memoranda, 1991

Document Description October 8, 1991, Young Brothers Development Co., Ltd. fax, from Lorin Young, to Herb Hayes, United Pacific Aerospace, informing Mr. Hayes that YBD will not be able to invest in the Basler Turbo Program as there is no real interest in Taiwan for this aircraft (both military and commercial). (1 page) October 10, 1991, Innovair Aviation Limited letter, from Bryan Carmichael, to Fred Johnson and Ray Stone, United Technologies, confirming and reiterating what was discussed at a recent meeting between these three and Barry Wilson on Sep