Two items to add/correct:

Moore=5%, TPL=45% currently.

I mention (what I recollect to be) Ronran's opinion of the Moore/TPL matter. Then I find the following on Yahoogroups-PTSC from earlier today. It is a response to Marc by Ronran on this subject:

""If [the agreement between TPL and Moore] is voided, by all rights the agreement between PTSC and TPL would be voided and we would once again be Masters of our Fate."

Marc, respectfully, I don't think this would be a correct interpretation. I'm going on recollection here so corrections are welcome, but PTSC got its rights to the MMP from Fish, which was finalized after litigation that resultedin PTSC's favor. This is what created the subsequent conflict with TPL/Moore and the litigation that led to the Master Agreement, because, before then, either side (TPL or PTSC) could go out and license on their own without accounting to the other. Assuming my recollection is accurate, then, with one possible exception, the dissolution of the agreement between TPL and Moore, in and of itself, would likely have no effect on the Master Agreement.

The exception is the ownership dispute between Moore and TPL. If, for example, TPL is found NOT to be an owner of the MMP as between TPL and Moore, then this would create some interesting implications for the Master Agreement. Again, I'm going by recollection alone here, but I recall that TPL and PTSC declare in that contract that both of them are "at least co-owners" of the MMP --- therefore, since TPL must have obtained its ownership rights by contracting with Moore, the Master Agreement could perhaps be attacked by PTSC in the event that TPL is legally declared NOT to be a co-owner as a result of its litigation with Moore.

There are lots of practical ramifications arising out of all of this that are beyond the scope of this post. However, and while there are undoubtedly provisions in the Master Agreement concerning transfer/assignment , termination, and so forth that would need to be met, there is really nothing that prevents PTSC from selling its interest in the MMP to some other person or entity. Of course, who would want to buy into an agreement that gives the other party complete control over the only asset, especially when that person is Dan Leckrone? I think that might be a hard deal to sell.

Anyway, just thinking out loud. It has been a LONG time since I reviewed the Master Agreement, so I will be happy to stand corrected if I am wrong.

Best wishes to all."

I appreciate his input.

I will toss out some thoughts for his consideration, and with the suspicion that he will have another look at the Master Agreement and may be alerted to this post.

Did Moore sign the agreement, i.e., was he one (of several) signators on the TPL "side"?

Was Leckrone (who presumeably was at least one signator, and possibly the only one on the TPL "side") designated as Moore's Agent at the time of agreement execution? Did he have authority from Moore to sign on Moore's behalf?

How is TPL "defined" in the agreement?

As I'm sure Ron will recognize, I'm getting at Authority and how TPL is depicted.

I suspect the Authority is (if not in the agreement itself, but somewhere) very explicit, as it is essential that any agreement/contract be executed by persons with authority to do so; and the parties to the agreement have the right and obligation to assure all executing parties have proper authority. This is because if executing parties do not possess proper authority, the agreement/contract is void.

What I'm getting at re: authority is that if Moore granted authority to Leckrone, the agreement may remain intact regardless of the outcome of the Moore/TPL dispute.

I suspect that "TPL" or other (than PTSC) party to the agreement may have been depicted in rather loose terms, without getting into the ownership/percentage interest aspect between Moore and TPL (5%/45%), and more along lines of the "at least 50% owner" language. IMO this too could affect how the Master Agreement would be impacted (or not) if TPL's interest totally reverted to Moore in the "exception" scenario Ron describes.

Just food for thought.....

I too have not looked at the Master Agreement in years. I acknowledge that the Exception Scenario could be significant to PTSC. But please note Ron's response excluding this scenario. No effect on Master Agreement = no impact on PTSC.

SGE