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3. Fred Jones has a claim pursuant to hts Employment and Non-Competition Agreement <br />dated August 29, 2000 wrth COMAT and Rock & Rail to stock and stock options in <br />Rock & Rail. <br />Schedule 2.1(b) <br />Encumbrances on Assets <br />COMAT's Assets (other than Assets which are Securities) are subject to the following <br />Encumbrances: <br />I. None. <br />Schedule 2.6 <br />Allocation of Purchase Price <br />See attached table. <br />Schedule 2.~(c) <br />Cure Amounts <br />Drennan Lease: 50.00 <br />Balance to be agreed in accordance with procedures set forth in Asset and Membership <br />Interest Purchase Agreement for designation of Assumed Executory Contracts. <br />Schedule 3.2 <br />COMAT and Agile Conflicts <br />Consents or waivers will be required under each of the agreements sec fonh on <br />Schedule 3.5 (COMAT and Agile Consents). <br />Schedule 3.3 <br />COMAT and Agile Disputes and Judgments <br />COMAT or Agile are involved in the following Disputes: <br />I. COMAT and Agile are involved in the proceeding Canon City & Roval Gore Railroad. <br />LLC v. COMAT. Agile and Rock & Rai], Arbitration Case No. 77 181 00188 0] <br />(disputes concerning Trackage Rights Agreement and Operating Agreement) and the <br />proceeding Canon Citv & Roval Gorge Railroad LLC v Rock & Rail COMAT Fred <br />Jones. Marshall and Richard Boehm, Fremont County (Colorado) District Court Case <br />No. OICV255 (claims relating to defamation of character, tortious interference). <br />2. Allen Dill, a shareholder of COMAT, has indicated to COMAT that he invested <br />approximately 5200,000 in COMAT and that he might file a lawsuit against COMAT <br />and the Companies in order to recoup losses of approximately $128,000. <br />3. COMAT and Agile are involved in the proceeding William H. Fehr v. COMAT. Aeile <br />and Rock & Rail, U.S. Bankruptcy Court, Eastern District of Pennsylvania. Bankruptcy <br />Case No. 02.21334, and related Adversary Proceeding Nos. 02-2123. 02.2133 and 02- <br />2144. <br />4. Fred ]ones filed a wage claim with the Colorado Department of Labor and Employment <br />on June 3, 2002 for 5100,000. In addttton, Mr. Jones has claimed that he was the <br />victim of age discrimination. <br />