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HomeMy WebLinkAbout99-03965 Ci h v' CARLISLE SYNTEC INCORPORATED, Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. BOULWARE TECHNOLOGIES, INC.,and JAMES BOULWARE, individually and as president and chief executive officer of Boulware Technologies, Inc., Defendants. CIVIL ACTION-LAW NO.99 • 396 Oz a •7-,,,_-, NO. TRIAL DEMANDED NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by an attorney and filing in writing with the court, your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, Pennsylvania 17013 (717) 249-3166 CARLISLE SYNTEC INCORPORATED, Plaintiff, V. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA BOULWARE TECHNOLOGIES, INC.,and CIVIL ACTION-LAW JAMES BOULWARE, individually and as president and chief executive officer of Boulware :NO. 99- 396 ! &ZA P Technologies, Inc., : JURY TRIAL DEMANDED Defendants. COMPLAINT NOW, comes plaintiff, Carlisle SynTec Incorporated, by and through its attorneys, O'BRIEN, BARK & SCHERER, and files the within complaint and, in support thereof, sets forth the following: Carlisle SynTec Incorporated ("Carlisle") is a Delaware corporation with its principal place of business at 1285 Ritner Highway, Carlisle, Cumberland County, Pennsylvania 17013 and is the successor to Carlisle SynTec Systems, Division of Carlisle Corporation. 2. Boulware Technologies, Inc. (`BTI"), is a Minnesota corporation with its principal place of business at 12920 Highclere, P.O. Box 1339, Burnsville, Minnesota 55337. 3. James Boulware is an adult individual with a residence address of 12920 Highclere, P.O. Box 1339, Burnsville, Minnesota 55337. 4. James Boulware is the president and chief executive officer of BTI. 5. Carlisle manufactures and markets single-ply rubber roofing materials and related accessory products. 6. Carlisle owns and operates a manufacturing facility in Carlisle, Pennsylvania ("Carlisle plant") where it manufactures and produces rubber sheeting. 7. As part of the production process for the manufacture of rubber sheeting, various compounds and components are weighed, measured and placed into industrial mixers at the Carlisle plant. 8. The compounds and components are weighed and measured and placed into the industrial mixers in accordance with formulae developed by Carlisle based upon the sheeting material it wishes to produce. 9. In the early 1990's, Carlisle anticipated installing an additional rubber mixing line in the Carlisle plant to increase capacity and meet anticipated sales needs. 10. . In the early 1990's and again in 1994, BTI represented to Carlisle that BTI had a proven technology for a fully integrated mixer control system. This integrated mixer control system was represented by BTI as being capable of and combining two functions: integration of raw materials inventory functions with an integrated process control system which would result in an effective means to track, monitor and control raw materials and the mixing operations. Further, BTI represented that the proven BTI technology would offer a "cradle to grave" means of monitoring, controlling and processing materials from the time they were received into raw materials inventory through processing by the industrial mixer. 11. In the early 1990's and again in the fall of 1994, Carlisle representatives met with James Boulware and other individuals at BTI and were told that BTI could deliver an effective system for the new industrial mixer. Moreover, James Boulware and other individuals at BTI represented that they possessed technical expertise for the installation of such an integrated mixer control system and that they could supply technical assistance and support for the operation of the integrated mixer control system. 12. The installation of a new industrial mixer line at the Carlisle plant did not take place immediately after these meetings. 13. Thereafter and in the summer of 1994, Carlisle moved forward with the installation of a new mixer line at the Carlisle plant known as an F-370 Banbury Mixer (hereinafter this new mixer shall be referred to as the "S-370" mixer). 14. Carlisle prepared a Request for Quotation dated September 27, 1994, for the F- 370 Banbury Weigh and Charge System and Raw Materials Inventory Management System ("Request for Quotation") and provided that Request for Quotation to BTI. A true and correct copy of the Request for Quotation is appended hereto as Exhibit "1" and is incorporated. 15. The Request for Quotation sets forth specifications for the integrated mixer control system and contains the following provision: 2.5 Warranty: Vendor shall guarantee the system to be free from defects in materials and workmanship. Also, that the system will operate in accordance with the requirements of this specification for twelve (12) months from final acceptance of the operation system but no longer than eighteen (18) months from the date of shipment. Vendor shall provide necessary engineering, parts and labor to correct all deficiencies discovered in the system within this time period at vendor's sole expense. 16. After receiving the Request for Quotation from Carlisle, James Boulware came to the Carlisle plant in the fall of, 1994 and presented, to representatives of Carlisle, BTI's response to the Request for Quotation, being BTI's Proposal Number 4898 dated November 4, 1994 (`BTI Proposal") a true and correct copy of which is attached hereto as Exhibit "T' and is incorporated. Further, at this meeting, James Boulware, knowing the specifications for the project as developed by Carlisle and the proposed use of the equipment and systems, represented to Carlisle that the BTI integrated mixer control system would meet the specifications. 17. The BTI Proposal provided that BTI would supply Carlisle with an integrated rubber mixing control system to meet Carlisle's Request for Quotation. The integrated mixer control system was to include the following major components: BTI's Production Automation Workstation Software (PAWS), BTI's System Support Package and computer hardware for operator stations, panels and workstations, mechanical equipment, mixer instrumentation and GE brand programmable logic controllers. In part, the BTI Proposal provided as follows: 1. SCOPE OF PROPOSED CONTRACT Boulware Tec knologies, Inc. (BTI) is pleased to quote Carlisle SynTec Systems per its Request for Quotation Number 182 dated 9/27/94. This proposal is intended to be fully responsive; however, several component selections have been made due to BTI's existing support for and experience in working with those items. Additionally, project specific drawings have not been prepared, but typical drawings from the past have been provided in their stead. 2. SYSTEM OVERVIEW AND DESCRIPTION This system is based on BTI's existing Rubber Mixing System. Changes in this system that are required by Carlisle SynTec Systems' RFP are included as a part of this proposal. BTI's Rubber Mixing System is comprised of several major components: (1) BTI's Production Automation Workstation Software (PAWS) is used for data management and operator interface functions. This software functions as a toolset and will provide Carlisle SynTec Systems with the ability to configure and expand the system after installation by BTI. (2) Microsoft Access software is used as the historical archive data base for the system. BTI has configured this software to facilitate the use of all batch data: (a) Material Usage, (b) Step End Process Data, © Time Series Process Data. (3) Microsoft Excel software is used as the analysis tool for analyzing historical batch data. BTI has configured this software to facilitate the analysis of multi-batch data. These functions are described in more detail, in the following sections. 18. In addition to the computer software and hardware to be provide by BTI, services to be provided under the BTI Proposal included, but were not limited to, the following: requirements review, system application generation, control panel assembly, integrated system testing, system start-up, training and final documentation. BTI was also to provide mechanical equipment, an oil weighment system, a block rubber weighment system, a mixer charge conveyor system and mixer instrumentation as more fully described in BTI Proposal Number 4898 at sections 4.4 and 4.5. 19. On or about December 21, 1994, Carlisle issued its Purchase Order number S36286 to BTI. A true and correct copy of Purchase Order No. S36286 in the amount of $351,600.00 is appended hereto as Exhibit "3" and is incorporated. 20. Subsequent to the receipt of the Purchase Order, BTI began to work on the design, setup and installation of the integrated mixer control system and raw materials inventory management system ("integrated mixer control system") for the S-370 mixer. 21. On or about November 30, 1995, BTI provided to Carlisle a list of "additional costs" allegedly arising in connection with the project for the S-370 mixer. A true and correct copy of this list of additional costs is appended hereto as Exhibit "4" and is incorporated. This list became what is referred to as Change Order No. 1. 22. Carlisle issued to BTI an Amended Purchase Order in connection with Change Order No. 1 which raised the overall contract cost to $368,665.00. A true and correct copy of the Amended Purchase Order is appended hereto as Exhibit "5" and is incorporated. 23. As the project for the S-370 mixer progressed, Carlisle requested that BTI provide pricing for installation of similar BTI integrated mixer control systems for an existing F-370 Banbury Mixer and an F-270 Banbury Mixer at the Carlisle plant. On or about March 1, 1995, BTI provided to Carlisle Proposals Nos. 4906 and 4907 which related to Two Minor Ingredient Weighment Workstations (Proposal No. 4906) and Control System Retrofit for F-370 and F-270 Mixers and Data Collection Station for Henschel Mixer (Proposal No. 4907) (collectively, the "retrofit project"). True and correct copies of BTI Proposals Nos. 4906 and 4907 are attached hereto as Exhibits "6" and "T', respectively, and are incorporated. 24. On or about May 5, 1995, Carlisle issued an Amended Purchase Order which became known as Change Order No. 2 and related to the retrofit project. This Amended Purchase Order raised the total contract amount to $572,665.00 with the specified sum of i $204,000.00 identified and allotted to the retrofit project. A true and correct copy of the Amended Purchase Order of May 5, 1995 is attached hereto as Exhibit "8" and is incorporated. 25. On or about January 2, 1996, Carlisle issued an Amended Purchase Order which reflected additional modifications and credits to the project, known as Change Order No. 3, resulting in additional costs of $18,331.56 bringing the overall contract amount to $590,996.56. A true and correct copy of this Amended Purchase Order is attached hereto as Exhibit "9" and is incorporated. 26. Beginning in December, 1994 and continuing through June, 1997, BTI, by and through James Boulware, prepared and issued to Carlisle invoices for services and materials purportedly supplied by BTI to Carlisle for the installation of the weigh and charge systems and inventory control systems of the new S-370 mixer and the F-370 and F-270 mixers in place at the Carlisle plant. 27. The invoicing practice for vendors supplying materials and/or services to Carlisle required that the invoices of BTI be directed to the numbered purchase order issued by Carlisle to BTI for the particular service or material as referenced in the purchase order. 28. BTI forwarded to Carlisle thirty (30) invoices against Carlisle Purchase Order No. S-36286 as amended for services and materials allegedly prov:Jed. Carlisle Purchase Order No. S-36286 was issued for and related to the Request for Quotation of Carlisle dated September 27, 1994 as subsequently amended to include the retrofit project. True and correct copies of these invoices are attached hereto as Exhibits "10"(a)-(dd) and are incorporated. These invoices totaled $601,471.67. 29. On or about April 1, 1996, Carlisle issued Purchase Order No. S-39785 to BTI. This purchase order related to labor and materials for the "S370 Mixer Control startup as required". A true and correct copy of Carlisle Purchase Order No. S-39785 is attached hereto as Exhibit "1 I" and is incorporated. 30. BTI forwarded to Carlisle ten (10) invoices against Carlisle Purchase Order No. S- 39785, dated April 1, 1996, for services and materials allegedly provided. Carlisle Purchase Order No. S-39785 was issued for and related to labor and material for the S-370 mixer control and startup. True and correct copies of these invoices are attached hereto as Exhibits "12"(a)-(j) and are incorporated. These invoices totaled $32,416.20. 31. On or about November 13, 1996, Carlisle issued Purchase Order No. S-41424 in the amount of $32,000.00 to BTI. This purchase order related to "costs associated with the completion of the S370 mixer, manual compounding system and information system". A true and correct copy of Carlisle Purchase Order No. S-41424 is attached hereto as Exhibit "13" and is incorporated. 32. BTI forwarded to Carlisle eighteen (18) invoices against Carlisle Purchase Order No. S-41424, dated November 13, 1996, for services and materials allegedly provided. Carlisle Purchase Order No. S-41424 was issued for and related to costs associated with the completion of the S-370 mixer, manual compounding system and information system. True and correct copies of these invoices are attached hereto as Exhibits "14" (a)-(r) and are incorporated. These invoices totaled $36,155.78. 33. On or about June 4, 1997, Carlisle issued Purchase Order No. S-43165 in the amount of $45,000.00 to BTI. This purchase order related to "time and material for upgrading j the existing F370 and F270 to the new BTI control systems....". A true and correct copy of Carlisle Purchase Order No. S-43165 is attached hereto as Exhibit 15" and is incorporated. 34. BTI forwarded to Carlisle twelve (12) invoices against Carlisle Purchase Order No. S-43165 for services and materials allegedly provided. Carlisle Purchase Order No. S-43165 8 was issued for and related to time and material for upgrading the existing F-370 and F-270 mixers with the BTI integrated mixer control system. True and correct copies of these invoices are attached hereto as Exhibits "16" (a)-(1) and are incorporated. These invoices totaled $19,525.61. 35. The total amount paid by Carlisle to BTI was $675,009.13. 36. In addition to the amounts paid directly by Carlisle to BTI, Carlisle paid other vendors and suppliers for work associated with preparing the plant for the installation of BTI equipment, including, but not limited to paying an electrical contractor the sum of $ 14,522.34 to prepare the F-370 mixer for installation of the BTI integrated mixer control systems. 37. BTI began invoicing Carlisle for materials and services allegedly provided under Carlisle Purchase Order No. S-36286 beginning December 12, 1994. 38. . In early 1996, BTI delivered its integrated mixer control system for installation at the Carlisle plant. The first system from BTI was for the new 5-370 mixer being installed in the Carlisle plant. 39. Trials commenced with the new BTI system. Over the course of the next several months, the BTI system repeatedly failed to operate in the manner represented by BTI and James Boulware. These failures included, but were not limited to: a) system lockups resulting in the 5-370 mixer being inoperable; b) loss of data the integrated mixer control system was to maintain and collect; c) the system not "charging" or loading ingredients into the mixer. 40. BTI and James Boulware had represented to Carlisle that the technical support they offered was superior in the industry and they would "de-bug" the system so it would perform /1 its intended functions. 41. BTI set about on a course to attempt to correct the numerous operating deficiencies of the system on the 5-370 mixer. 42. Despite the attempts of BTI to resolve these operating deficiencies, the system never was completely operational and the efficiency of the 5-370 mixer never met the production efficiency as represented by BTI. 43. BTI and James Boulware continued to represent to Carlisle that the BTI system installed on the S-370 mixer could perform its intended functions, that the successful "de- bugging" was imminent, and that the system of BTI would perform in accordance with the contract documents. 44. , Based upon these representations of BTI and James Boulware, Carlisle agreed to move forward with the upgrades for the F-370 and F-270 mixers,( the "retrofit project'), at the Carlisle plant with the BTI system to be installed on the F-370 mixer during the period March 28- 30, 1997 and on the F-270 during a plant shut down period scheduled for the July 4, 1997 holiday weekend. Preparatory work had to be and was completed at the Carlisle plant prior to these periods in order to have the systems installed during the period the mixers would be down. 45. On or about March 3, 1997, James Boulware informed Carlisle that he believed the contract for the installation of the BTI system for the upgrades to the F-370 and F-270 mixers had to be "renegotiated". Moreover, James Boulware informed Carlisle that the existing agreement between the parties would not "permit successful conclusion of the job." 46. Employees and/or agents of BTI were at the Carlisle plant in connection with the 10 installation and/or attempts to repair the integrated mixer control system during the following periods: Craig Dare, August 19-23, 1996; Tony Williams, January 8-10, 1997; Doug Steen, April 9, 1997; James Boulware, November, 1994, February, 1997 and June 5-10, 1997. 47. BTI shipped hardware and software to the Carlisle plant during the period of January, 1996 through approximately April, 1998. 48. Through March, 1998, BTI attempted to resolve deficiencies in the operations of the BTI integrated mixer control system on the S-270 mixer at the Carlisle plant, nonetheless, Carlisle continued to experience lock-ups in the BTI integrated mixer control system which resulted in down time for the S-270 mixer and caused interference with the production process of the Carlisle plant. 49., . In April, 1998, James Boulware provided Carlisle with a plan of action to remedy the remaining defects and deficiencies in the system. 50. In response to this plan of action as presented by James Boulware, Carlisle demanded a definitive time schedule for completion of the proposed remedial measures and a representation that these proposed remedial steps would definitively resolve the defects and deficiencies in the system. BTI never responded to this request and James Boulware informed Carlisle that he would not guarantee that additional remedial work would make the integrated mixer control system fully operable and functional and would remedy the deficiencies described hereinabove. 51. As of June, 1998, BTI had provided its system only for the S-270 mixer. This system never functioned in a consistent manner and continued to experience breakdowns, lockups and other malfunctions reducing the efficiency of the mixer in the production process. 52. As of June, 1998, BTI had not provided and/or installed the integrated mixer control systems for the retrofit project involving the F-270 and F-370 mixers as had been agreed upon under the Change Order No. 2, with the agreed upon price being $204,000.00. 53. As of June, 1998, BTI had already invoiced Carlisle for the entire amount of Purchase Orders Nos. S-36286 and S-43165. Under Purchase Order No. S-36286, $204,000.00 was allocated to the retrofit project. Purchase Order No. S-43165 was issued by Carlisle to cover the "time and material for upgrading the existing F-370 and F-270...." mixers. 54. Carlisle never received the services, materials and equir:nent which related to the retrofit project involving the F-270 and F-370 mixers from BTI. COUNTI BREACH OF CONTRACT CARLISLE v. BOULWARE TECHNOLOGIES, INC. 55. Carlisle incorporates by reference paragraphs one through fifty-four as though set forth at length. 56. BTI agreed that it would provide Carlisle with integrated mixer control systems for three mixing units at the Carlisle plant for the sum of $572,665.00. 57. BTI agreed that the integrated mixer control systems would perform their intended functions in controlling the mixers, raw materials inventory and other functions as set forth in the Request for Quotation of Carlisle, BTI's Proposals and Purchase Orders issued by Carlisle 58. BTI has materially breached the agreement of the parties by and through the 12 following: (a) failing to deliver integrated mixer control systems for two of the mixers at the Carlisle plant; (b) failing to deliver integrated mixer control systems which met the performance specifications of the agreement; (c) failing to deliver integrated mixer control systems which performed their intended function; (d) failing to deliver the agreed upon technical support and services; (e) failing to deliver technical support and services which resulted in an operable system; (I) invoicing Carlisle and receiving payment from Carlisle for services, material and equipment which BTI never provided; and (g) otherwise failing and refusing to deliver the services, equipment and materials as agreed upon. 59. Carlisle has complied with and fulfilled all of its obligations and conditions precedent to its right to recover from BTI pursuant to the contract. 60. As a direct and proximate result of the breach of contract by BTI, Carlisle has incurred the following damages: (a) payment of the sum of $675,009.13 to BTI; (b) the costs to prepare the Carlisle plant for the installation of BTI's integrated mixer control system in the amount of $14,522.34; (c) costs to prepare the mixer for a replacement system in the amount of $72,257.00; (d) costs to replace the BTI integrated mixer control system in the amount of 13 $108,426.00; (e) consequential and incidental damages in an amount as yet unliquidated to include, but not be limited to; labor costs and expenses incurred to run additional mixer lines to cover for the downtime of the S-370 mixer with the integrated mixer control system of BTI; (f) such other relief as may be deemed just and proper. WHEREFORE, Carlisle SynTec Incorporated requests judgment in its favor and against the Defendant, Boulware Technologies, Inc. in the amount of $870,214.47 together with consequential and incidental damages, interest, costs and expenses of this action; alternatively, Carlisle SynTec Incorporated requests rescission of the contract and restitution. COUNT II CARLISLE v. BOULWARE TECHNOLOGIES, INC. BREACH OF IMPLIED WARRANTIES 61. Carlisle incorporates by reference paragraphs one through sixty as though set forth at length. 62. BTI impliedly warranted to Carlisle that the integrated mixer control system of BTI would be fit for its intended purposes. 63. At all times relevant hereto, BTI was aware of and knew the intended use of BTI's integrated mixer control system by Carlisle. 64. BTI impliedly warranted to Carlisle that the integrated mixer control system of BTI was merchantable and otherwise fit. 65. BTI has breached its implied warranties of fitness for a particular purpose by 14 failing to provide Carlisle with an integrated mixer control system which was operable and could fulfill its intended purposes. 66. BTI has breached its implied warranty of merchantability by failing to deliver an integrated mixer control system which was operable. 67. As a direct and proximate result of the aforesaid breaches of the implied warranties of fitness for a particular purpose and merchantability, Carlisle has incurred the damages as set forth at paragraph 60 above. WHEREFORE, Carlisle SynTec Incorporated requests judgi,ient in its favor and against Boulware Technologies, Inc. in the amount of $870,214.47 together with consequential and incidental damages, interest, costs and expenses of this action; alternatively, Carlisle SynTec Incorporated. requests rescission of the contract and restitution. COUNT HI CARLISLE v. BOULWARE TECHNOLOGIES, INC. NEGLIGENCE 68. Carlisle incorporates paragraphs one through sixty-seven as though set forth at length. 69. BTI owed a duty of reasonable care to Carlisle in designing, manufacturing, testing and furnishing the integrated mixer control system. 70. BTI has breached its duty of reasonable care owed to Carlisle and was negligent in the following respects: (a) failing to design and manufacture the integrated mixer control system using the 15 skill and care required in order for the integrated mixer control system to conform to and comply with the specifications; (b) failing to properly design, inspect and test the integrated mixer control system to assure that the system complied with the specifications and to assure that the system was marketable and free from defects in materials and workmanship; (c) representing to Carlisle that repair attempts by BTI would be effective and would resolve problems with the integrated mixer control system as installed; (d) failing to provide technical support which was workmanlike and met the standards of the industry; 71. As a direct and proximate result of the aforesaid negligence of BTI, Carlisle has been damaged and sustained losses as set forth above at paragraph 60. WHEREFORE, Carlisle SynTec Incorporated requests judgment in its favor and against Boulware Technologies, Inc. together with interest, costs and expenses and in an amount in excess of $25,000.00. COUNT IV CARLISLE v. BOULWARE TECHNOLOGIES, INC. BREACH OF EXPRESS WARRANTY 72. Carlisle incorporates paragraphs one through seventy-one as though set forth at length. 73. BTI warranted that the integrated mixer control system would be free from defects in materials and workmanship. Further, BTI expressly warranted that the integrated mixer control 16 system would operate in accordance with the requirements as set forth in the Request for Quotation issued by Carlisle. 74. BTI has materially breached the express warranty by and through the following: (a) failing to deliver integrated mixer control systems which met the performance specifications of the agreement; (b) failing to deliver integrated mixer control systems which were free from defects in materials and workmanship; (c) failing to deliver integrated mixer control systems which operated in accordance with the requirements of the specifications; (d) failing to provide engineering, parts and labor to correct deficiencies in the integrated mixer control systems. 75. As a direct and proximate result of the aforesaid breach of the express warranties, Carlisle has incurred the damages as set forth at paragraph 60. WHEREFORE, Carlisle SynTec Incorporated respectfully requests judgment in its favor and against Defendant, Boulware Technologies, Inc. in the amount of $ 870,214.47 together with consequential and incidental damages, interest, costs and expenses of this action; alternatively, Carlisle SynTec Incorporated requests rescission of the contract and restitution. COUNT V CARLISLE v. BOULWARE TECHNOLOGIES, INC. FRAUD 76. Carlisle incorporates by reference paragraphs one through seventy-five as though 17 set forth at length. 77. BTI knew that the integrated mixer control system installed at the Carlisle plant would not perform its intended functions. 78. Despite this knowledge of the defects in the integrated mixer control system, B' I continued to represent to Carlisle that the integrated mixer control system could be repaired or de-bugged in an acceptable manner making the integrated mixer control system fully operational and functional. 79. These misrepresentations were likely to mislead Carlisle and did so mislead Carlisle into believing that the BTI integrated mixer control system would perform its intended functions and/or that the integrated mixer control system could be made operable by continuing efforts by BTI after the. integrated mixer control system was delivered. 80. BTI intentionally concealed the defects in the integrated mixer control system. 81. BTI had a duty to disclose the inadequacies of the integrated mixer control system to Carlisle. 82. The defects in the integrated mixer control system were material and, had BTI conveyed this information to Carlisle, Carlisle would not have entered into the agreement to purchase the integrated mixer control system or have continued to pay BTI for the repairs or de- bugging of the integrated mixer control system. 83. As a direct and proximate result of the misrepresentations of BTI, Carlisle entered into an agreement to purchase the integrated mixer control system and to continue to fund the repair or de-bugging of the system. 18 84. BTI was aware of the purchase orders issued by Carlisle as referenced above and i I the procedure for vendors to invoice directly against particular purchase order numbers as issued by Carlisle. 85. BTI issued invoices to Carlisle for charges that did not relate to the materials or services encompassed by the purchase order to which the invoices were directed. In particular, BTI issued a series of invoices against Carlisle's Amended Purchase Order of May 5, 1995, Exhibit "8" hereto. The amendments to this purchase order related expressly to increasing the overall scope of the project to include the retrofit project of the two existing mixers at Carlisle in accordance with BTI Proposals Nos. 4906 and 4907. BTI directed invoices from BTI against Carlisle's Amended Purchase Order knowing that the invoices were not for services, equipment or supplies relatjng to the retrofit project. 86. BTI knew that its invoices were exhausting Carlisle's Amended Purchase Order and that no work was being performed by BTI for the retrofit project. 87. BTI had a duty to disclose to Carlisle that services, equipment and materials for the retrofit project were not being provided by BTI even though invoices from BTI were directed to the Carlisle Amended Purchase Order which was issued to cover the retrofit project. 88. Carlisle relied upon the representations set forth in the invoices of BTI that the work being performed related to the retrofit project. 89. BTI's practice and scheme of invoicing Carlisle for services, equipment and materials which BTI was not supplying was a material misrepresentation. 90. As a direct and proximate result of the aforesaid misrepresentations of BTI, 19 /-? Carlisle entered into the agreement to purchase integrated mixer control systems from BTI, continued to pay for ineffective repair attempts and paid for services, equipment and materials which were never delivered or provided to Carlisle. WHEREFORE, Carlisle respectfully requests judgment in its favor and against Boulware Technologies, Inc. for rescission of the agreement, restitution of all payments, consequential and incidental damages, interest, attorney fees, costs and expenses together with an award of punitive damages. Alternatively, Carlisle respectfully requests judgment in its favor and against Boulware Technologies, Inc. for an amount in excess of $25,000.00 together with interest, attorney fees, costs, expenses and punitive damages. COUNT VI CARLISLE v. BOULWARE TECHNOLOGIES, INC. NEGLIGENT MISREPRESENTATION 91. Carlisle incorporates paragraphs one through ninety as though set forth at length. 92. BTI knew or should have known that the integrated mixer control system was defective and would not perform the services or tasks as represented to Carlisle. 93. BTI knew or should have known that invoices being sent by BTI to Carlisle were being directed against a purchase order that was intended to cover the costs of the retrofit project and that no work for the retrofit project was being performed by BTI. 94. BTI had a duty to disclose to Carlisle that the integrated mixer control system would not perform its intended functions and that Carlisle was being billed by BTI for services, material and equipment that were not being supplied. 20 r, 95. Carlisle relied upon the misrepresentations of BP. 96. As a direct and proximate result of the misrepresentations of BTI, Carlisle entered into the agreement to purchase integrated mixer control systems, continued to pay BTI for ineffective repairs to the system and paid BTI for services, equipment and materials never supplied by BTI. 97. BTI breached its duty to disclose to Carlisle that Carlisle was being billed for services, equipment and materials which were not being delivered by BTI and that the integrated mixer control system would not perform its intended functions. WHEREFORE, Carlisle respectfully requests judgment in its favor and against Boulware Technologies, Inc. for rescission of the agreement, restitution of all payments, interest, costs and expenses together with incidental and consequential damages. Alternatively, Carlisle respectfully requests judgment in its favor and against Boulware Technologies, Inc. for an amount in excess of $25,000.00 together with interest, costs and expenses. COUNT VII CARLISLE v. JAMES BOULWARE FRAUD 98. Carlisle incorporates paragraphs one through ninety-seven as though set forth at length. 99. James Boulware knew that the integrated mixer control system installed at the Carlisle plant would not perform its intended functions. 100. Despite this knowledge of the defects in the integrated mixer control system, 21 James Boulware continued to represent to Carlisle that the integrated mixer control system could be repaired or de-bugged in an acceptable manner. 101. James Boulware intentionally concealed the defects in the integrated mixer control system. 102. James Boulware had a duty to disclose the inadequacies of the integrated mixer control system to Carlisle. 103. The defects in the integrated mixer control system were material and, had James Boulware conveyed this information to Carlisle, Carlisle would not have entered into the agreement to purchase the integrated mixer control system or to have continued to pay BTI for the repairs or de-bugging of the integrated mixer control system. 104.. As a direct and proximate result of the misrepresentations of James Boulware, Carlisle entered into an agreement to purchase the integrated mixer control system and to continue to fund the repair or de-bugging of the system. 105. James Boulware was aware of the purchase orders issued by Carlisle as referenced above and the procedure for vendors to invoice directly against particular purchase orders. 106. James Boulware was responsible for the creation and issuance of invoices from BTI to Carlisle for the integrated mixer control system project. 107. James Boulware knew that invoices were being issued by BTI to Carlisle for charges that did not relate to the materials or services encompassed by the purchase order to which the invoices were directed. In particular, James Boulware knew and was responsible for the creation and issuance of BTI invoices charged against Carlisle's Amended Purchase Order of 22 May 5, 1995, Exhibit 'W', The amendments to this purchase order related expressly to increasing the overall scope of the project to include the retrofit project for the two existing mixers at Carlisle in accordance with the BTI Proposals Nos. 4906 and 4907. James Boulware directed invoices from BTI against Carlisle's Amended Purchase Order knowing that the invoices were not for services, equipment or supplies relating to the retrofit project. 108. James Boulware knew that invoices from BTI were exhausting Carlisle's Amended Purchase Order and that no work was being performed by BTI for the retrofit project. 109. James Boulware had a duty to disclose to Carlisle that services, equipment and materials for the retrofit project were not being provided by BTI even though invoices from BTI were directed to the Carlisle Purchase Order which was issued to cover the retrofit project. 110.. Carlisle relied upon the representations set forth in the invoices of BTI which were prepares: at the direction of James Boulware that the work being performed related to the retrofit project. 111. As a direct and proximate result of the aforesaid misrepresentations of James Boulware, Carlisle entered into the agreement to purchase integrated mixer control systems from BTI, continued to pay for ineffective repair attempts and paid for services, equipment and materials which were never delivered or provided to Carlisle. WHEREFORE, Carlisle respectfully requests judgment in its favor and against James Boulware for rescission of the agreement, restitution of all payments, consequential and incidental damages, interest, attorney fees, costs and expenses together with an award of punitive damages. Alternatively, Carlisle respectfully requests judgment in its favor and against James Boulware for 23 an amount in excess of $25,000.00 together with interest, attorney fees, costs, expenses and punitive damages. COUNT VIII CARLISLE v. JAMES BOULWARE NEGLIGENT MISREPRESENTATION 110. Carlisle incorporates paragraphs one through one hundred and nine as though set forth at length. 111. James Boulware knew or should have known that the integrated mixer control system was defective and would not perform the services and tasks as represented to Carlisle. 112. James Boulware knew or should have known that invoices being sent by BTI to Carlisle were being directed against a purchase order that was intended to cover the costs of the retrofit project and that no work for the retrofit project was being performed by BTI. 113. James Boulware had a duty to disclose to Carlisle that the integrated mixer control system would not perform its intended functions and that Carlisle was being billed by BTI for services, material and equipment that were not being supplied. 114. Carlisle relied upon the misrepresentations of James Boulware. 115. As a direct and proximate result of the misrepresentations of James Boulware, Carlisle entered into the agreement to purchase integrated mixer control systems, continued to pay BTI for ineffective repairs to the system and paid BTI for services, equipment and materials never supplied by BTI. 24 r-- 116. James Boulware breached his duty to disclose to Carlisle that Carlisle was being billed for services, equipment and materials which were not being delivered by BTI and that the integrated mixer control system would not perform its intended functions. WHEREFORE, Carlisle respectfully requests judgment in its favor and against James Boulware for rescission of the and restitution of all payments, interest, costs and expenses together with incidental and consequential damages. Alternatively, Carlisle respectfully requests judgment in its favor and against James Boulware for an amount in excess of $25,000.00 together with interest, costs and expenses. Respect", ill., submitted, O'BRIEN, BARK & SCHERER David A. Baric, Esquire ID#44853 17 West South Street Carlisle, PA 17013 (717) 249-6873 .. ......, ,, , -, r`= „r ?. ?... _ VERIFICATION I verify that the statements made in the foregoing Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. § 4904, relating to unsworn falsification to authorities. Mike Meier Manager Project Engineering DATED: 6 x 7L y 4 f CiOisle SynTec Svstems Division of Carlisle Corporation 7. Box 7000 .isle. PA 17013 DAYS DMNEIV REQUDRm IDLY NOT LAM THAN KEQUUrr10N No. ttni9a Me 103. NO. VEDOR N0.1 I_ VENDOR N0.1 I VENDOR N0. Attached please find Specification PE-94-91, Revision 2 for an F-370 Banbury Weigh and Charge System and PE-98-91, Revision 2 for the Batch-Off Control System. Boulware Technologies, Inc. had previously quoted the Weigh and Charge portion of this project in February, 1991, Quotation No. 4782. This project was put on hold at that time due to a wntum in the economy. The project has been resurrected and hopefully will proceed to Ation. Three separate prices are requested: 1. Weigh and Charge Control System (as a separate entity) 2. Batch-Off Control System (as a separate entity) 3. Weigh and Charge System and Batch-Off Control System as one integral control package. All correspondence pertaining to this request should be addressed to: Mr. Michael Meier Carlisle SynTec Systems P. 0. Box 7000 Carlisle, PA 17013 Phone: 717-245-7091 Fax: 717-245-7197 Completed proposal is due no later than 3:00 p.m. on November 2, 1994. EXHIBIT 1 FOR QUOTATION 182 9/27/94 The above number mun epp,,,, N>0 aY qumi.Ww and misted mmapnd. Michael Meier • Boulware Technologies, Inc. Fo • 415 West Travelers Trail Dwv • Burnsville, MN 55337 Carlisle SvnTec Systems . flngm . SPECIFICATION NO. PE-9491 REVISION 2 LOCATION Carlisle SynTec Systems. Plant 4 1295 Ritner Highway. Carlisle. PA SUBJECT__ Weigh and Charge System for Banbury Styled Internal Mixer - F-370 Mixer Expansion Project PREPARED BY DATE APPROVED BY DATE Page I of ,L FILE Ace No, g4.I-s Line No.06-04-04-01 REVISIONS BY DATE .MM REV. 1 4/7/91 MM REV. 2 91'rioq 1.,0 SCOPE OF WORK: This specification describes the requirements for the weigh and charge system for a Farrel F-370 internal mixer. This weigh and charge system will be installed in Plant 4 in Carlisle, PA. 0 GENERAL REOU REMENTS: 2.1 System Design: The system shall be designed for maximum flexibility of the operating parameters through software modifications. The system shall be menu driven to guide the operator through set up and start up procedures in a sequential and logical fashion. The system shall be designed to pre-weigh and dispense carbon black, oils, pigments, and polymers on a per cycle basis within a one (1) percent tolerance of the set point. 2.2 Control System Software: 2.2.1 The system shall have the capability to store and accumulated as a minimum: A. The actual weight of each ingredient that is charged into the mixer. B. The theoretical weight (i.e., set point value) of each ingredient that is charged into the mixer. C. Machine maintenance downtime. D. Machine scheduled downtime. Specification PE-94-91, Revist..., 2 Page 2 E. Actual machine run time. F. Reports on a per batch basis including, but no limited to: 1. each ingredient set point weight, 2. each ingredient actual weight, 3. drop temperature set point, 4. actual drop temperature, 5. batch time (set point and actual if used), 6. batch kwh (set point and actual if used), 7. formula identification, 8. date/time stamp. G. Provide variable RAM pressure based on dynamic mix parameters. H. Provide variable mixer motor speed reference based on dynamic mix parameters. I. Provide SPC calculations on variables such as mix time, mix temperature, ingredient weight, etc., as selected by lab technician. 2.2.2 This control software shall have the capability to provide automatic mixer production scheduling; i.e., a predetermined run schedule is downloaded from an existing plant FoxPm database via a Novell Netware 4.01 network. As one run is completed all accumulated data from that run is downloaded to the FoxPro database, the recipe for the next run on the schedule is loaded to the PLC and weighment, using the new recipe, begins. This feature shall have a manual override such that the operator can iphibk thn loading of the next run recipe and the initiation of ingredient weighment. 2.2.3. The system shall be capable of sending data to and receiving data from an existing FoxPro database via a Novell Netware 4.01 based network. 2.2.4 The system shall be capable of storing a minimum of 200 production recipes including all ingredients, times, temperatures, etc. 2.2.5 The system shall be capable of generating operator interface and graphic displays which will provide trending, data acquisitions, recipe storage, set point control, and alarm displays as follows: A. kl s=m Sra f y h klfcr: All required interlocks for starting the mixer and weighing sequence will be listed in tabular form. When the entire table is "checked off," the system may be started. :Specification PE-94-91, Revi I Page 3 B. Control Overview: A graphical display of the mixer, weighment system, and downstream equipment with continuous updating of temperatures, pressures, weights, mixer motor kw, etc. C. Process Trending: Up to 10 variables may be trended at one time. D. Historical Data Reolav: Historically collected data may be replayed in either a graphic or tabular format. E. Alarm Summary: A tabular format presents the date, time, value, and status of alarms. 2.3 Documentation: 2.3.1 One (1) reproducible is to be sent to: Carlisle SynTec Systems P. O. Box 7000 Carlisle, PA 17013 Attn: Michael Meier at 717-245-7091 for approval. One (1) reproducible is to be sent to: Lockwood Greene Engineers, Inc Inforum, Suite 4000 250 Williams Street Atlanta, Ga. 30303-1036 Attn: Robert Lamb, Sr. Q 404-818-8608 for information, coordination, and additional component/facility design based upon Vendor supplied information. One print will be returned to Vendor for corrections and resubmittal to both Carlisle and Lockwood Greene. Approval drawings to be submitted no later than x weeks after receipt of purchase order. Approval drawings to be sent by first class mail. 2.3.2 After start up and final acceptance by the Owner, all documentation shall be updated to reflect any and all changes made. 2.3.3 All drawings shall be accompanied by 3 1/2 inch floppy disks bearing the files for such drawings. The file must be compatible with AutoDesk's AutoCAD Release 12. 'Specification PE-94-91, Rev n Page 4 2.3.4 Six sets of complete documentation including: "as-built- drawings, software, instruction manuals, component information bulletins, spare parts list, and finalized files of all drawings on 3 1/2 inch floppy disks shall be supplied to the Owner. 2.4 Ouotatio_ nl: The quotation in response to this request shall include descriptive information on all components proposed, operational description of the system and anticipated time schedule required for design, manufacture and testing. 2.5 Warranty: Vendor shall guarantee the system to be free from defects in materials and workmanship, Also, that the system will operate in accordance with the requirements of this specification for twelve (12) months from final acceptance of the operation system but no longer than eighteen (18) months from the date of shipment. Vendor shall provide necessary engineering, parts and labor to correct all deficiencies discovered in the system within this time period at vendor's sole expense. 2.6 . air iD rvi c: Six weeks of field start up services and training are to be included as an integral hart of this proposal, Vendor shall provide additional technical assistance as required on a urely basis at standard rates to assist in the resolution of unforeseen problems beyond the scope of normal start up services but which prevent or limit the success of the overall system. A copy of standard hourly rates, as relating to start up services shall be included with this proposal. 2.7 Proiect Timing and Coordination: Carlisle SynTec Systems will engage the services of an engineering firm to develop the complete overall system installation drawings and documentation. The system shall include: - The required carbon black handling equipment. - Pigment handling equipment (full extent of the pigment system will be defined later). - Weigh and charge system (including oil, carbon black and pigment). - Mixer and downstream system Specification PE-94-91, Revis' Page 5 It will be the responsibility of the weigh and charge vendor to supply preliminary drawings, with as much detail as possible, in a timely fashion to Carlisle SynTec Systems and the engineering firm of Lockwood Greene Engineers, Inc., Inforum - Suite 4000, 250 Williams Street, Atlanta, GA 30303-1036, Attention: Mr. Robert Lamb, Sr., so that the projected schedule can be maintained. 2.7.1 Anticipated Project Schedule: • December 1994 - Issue of formal purchase order • July 1995 - Equipment delivery • November 1995 - Begin system checkout and start up 2.7.2 Equipment Tag Number: All field mounted and field installed components, as identified by the weigh and charge system vendor, will be assigned tag numbers. These numbers will be determined and assigned by the engineering firm based on equipment vendors drawings submitted to the firm. Once a tag number is identified with a component the component shall be physically tagged with that number and all drawings shall show the tag number along with the component. 2.7.3 Drawings and Data: The vendor shall fumish preliminary drawings and pertinent data with this proposal. This information shall include a minimum of: A. Outline dimensions and weights of mechanical equipment such as hoppers, conveyors, etc. B. Outline dimensions of main electrical control panels. C. Motor sizes, speeds, dimensions. D. Reasonat'_-- ?noroximation of electrical power requirements. A minimum of three (3) sets of drawings are required. 2.8 Spare Parrs: Quote as a separate item the cost of a complete set of spare parts as recommended by the equipment supplier. 2.9 Qdo: All work shall conform to the latest editions of the following: - National Electric Code (NFPA No. 70) 1990 Edition Specification PE-94-91, Rev n Page 6 . National Electrical Safety Code (ANSI C2 et. al.) i - Occupational Safety and Health Act 1970 - State of Pennsylvania Local Codes and Ordinances 3.0 DESIGN DATA/PEREQjU9ANC"E SPF„CIFI ATION: 3.1 This proposal is to include transporting the carbon black from the day bins to the scale and from the scale into the mixers. 3.1.1 Types of Material: N-774 - 31 lbs./cu. ft. N-650 - 221bs./cu. ft. N-339 - 22 lbs./cu. ft. Dixie Clay 36 lbs./cu. ft. 3.2 Carbon Black Weigh Feeding: 3.2.1 No. of Materials: 1 to 6 maximum per batch, plus recovered dust. 3.2.2 Maximum Weighment: 5001bs. Typical maximum individual weighing is to be 350 lbs. 3.2.3 Minimum Recommended Inclusion: 25 lbs. 3.2.4 Scale: Weigh hopper, load cell system. 3.2.5 Scale Resolution: 500 x 0.2 lbs. 3.2.6 Discharge: To mixer through discharge chute with anti-blowback valve. 3.2.7 Scale Static Accuracy: f 0.1% full scale capacity 3.2.8 Scale Dynamic Accuracy: ± 0.25% full scale capacity 3.2.9 Dust Recovery: Dust recovery will consist of two individual collectors dedicated to final mix and master batch mix. The two collectors will be tied together through a common duct with diverter valves to select the proper collector based on either master batch or final formula being run. For master batch the collected dust is to be recycled into the following batch. For final mix the dust will be collected in a drum, 1 .1 Specification PE-94.91, Red .-,n Page 7 It will be the weigh and charge vendors reMnsibility to supply the transport media to convev the master batch collector dust from the collector to the carbon black weigh scale. 3.2. 10 Must be capable of switching from one surge bin to another, handling the same black, during auto mode with continued operation in automatic. 3.3 Qil (Process) Weighine: 3.3.1 Feeding Device: Two-position or continuously variable feed valve for fast feed and dribble feed capability. 3.3.2 Type of Materials - Oils: Currently used oils: Lb/ Material Sal Sunthene 450 7.75 Sun-Par 2280 7.43 Tuflo 6056 7.27 Mobilsil K 8.27 Liquids are staining and non-staining. 3.3.3 No. of Materials: (1-3) per batch 3.3.4 Scale Enclosure: Heated cabinet (steam or electric) Viscosity @ 100 OF 502 2,540 475 3,500 3.3.5 Weighments: Maximum total batch 350 lbs. Typical maximum weighing is to be 200 lbs. Minimum recommended inclusion 5 lb. Maximum ingredient weighing - 162 lbs. 3.3.6 Scale: (2) weigh tank load cell weighing system: Forty gallon capacity each tank. 3.3.7 Scale Resolution: 350 x 0.21bs. 3.3.8 Discharge: (2) holding tank, with a-discharge pump, anti-blowback and line air purge equipment. Forty gallon capacity each tank. 3.3.9 Scale Static Accuracy: t 0.145 full scale capacity. 3.3.10 Scale Dynamic Accuracy: t 0.25% full scale capacity. Specification PE-94-91, Revis. . 2 Page 8 3.3.11 Injection Nozzles: By others. 3.4 Rubber Weighing ding: 3.4.1 Feeding Device: Rubber slab - by auto feeder - supplied by weigh and charge vendor. Block rubber - block rubber by hand. 3.4.2 Type of Materials: Main components will be rubber in bale form or ?'•b form and preweighed ingredients in low melt poly bags. 3.4.3 Number of Materials: 2-4 per batch. 3.4.4 Weighments: Final mix workaway - 0-1,000 lbs. Block rubber - 0-10001bs. 3.4.5 Scales/Conveyor: Single speed slab rubber conveyor (final mix/workaway) approximately 10' x 3'. Single speed block rubber weigh conveyor (master batch) approximately 10' x 3' 3.4.6 Scale Resolution: 1,000 x 0.5 lbs. 3.4.7 Scale Static: t 0.15% full scale capacity. 3.4.8 Charge Conveyor: Approximately 12' x 31 . 3.4.9 The rubber slabs will be loaded onto the "Final Mix/Workaway" conveyor automatically by a rubber feeder. Rubber feeder and control are to be part of this proposal. The control of this conveyor is to be such that when 1/2 the weight of a given batch has been reached the conveyor will inch forward approximately 3' and continue weighing. The "Master Batch" conveyor will be loaded by hand. The system will notify the operator when weight is correct and continue to index. Another mode of operation is the "Workaway Mode". This mode will utilize both conveyors simultaneously and advance when both conveyors weighments are complete. The charging conveyor is utilized for holding a complete batch ready for charging. The system will require a remote push button station and weight indicator for each conveyor which will include emergency stop push button and restart sequence. Also the conveyors are to include an emergency rope safety with push button restart. The end of the conveyor is to be sensed with a photo-electric device. Specification PE-94-91, Re 'oi Page 9 3.5 pigment System (To Be Quoted at a Later Date): No final decision has been made by Carlisle SynTec Systems on a system configuration. A large number of pigments and small ingredients are used in our mix. We are looking at ways of blending a number of the smaller components such that the blend can then be weighed from a bin enabling us to limit the total number of bins required. We are looking for suggestions and recommendations from the vendor based on their experience and knowledge. 3.5.1 Pigment System Control: Even though the mechanical handling of the pigment system is not a part of this quotation, some allowance must be included to provide capacity in the main control system to handle whatever pigment system results. 3.6 Mi=: 3.6.1 Mixer Capacity: F-370 with variable speed drive motor and jog reverse. 3.6.2 Mixer Charge Sequence: Pre-selected by time, temperature or power. 3.6.3 Mixing Time Cycle: Master batch - 3.0 minutes. 3.6.4 Mixer Sequencing: With auto cycle interrupt with mixer auxiliary interlocks. 3.6.5 Motor Speeds: Capable of varying the mixer motor speed based on preprogrammed mixing requirements. 4.0 EinrrrallrFN'I' SPECIFICATION: 4.1 Carbon Black Storage Weighing, and Feeding: 4.1.1 (6) Existing daybins will be used. Weigh and charge vendor to verify bin bottom dimensions. 4.1.2 (6) Level Probes: 6 high level probes for installation on daybins. 4.1.3 (6) Level Probes: 6 low level probes for installation on daybins. These will be of the rotary paddle type which "stall"-when material presence is detected. 4.1.4 (6) Level Probes: 6 continuous level probes for level display and interface to control system. 4.1.5 (6) Isolation Valves: Manual butterfly valve supplied loose for fitting to daybin outlet. Specification PE-94-91, Revia:_,, l Page 10 4.1.6 (6) Weigh Hopper Feed: A suitable system to provide "full" or "dribble" feeding of material into the weigh hopper, 4.1.7 (1) Carbon Black Scale: Scale shall incorporate a high precision load cell which will generate the signal necessary to interface the scale to the associated control system. Discharge butterfly valve shall be with switches to detect the open and closed position of the valve for system interlocking and status indication requirements. The scale shall be fitted with an automatic calibration system. 4.1.8 (1) Support Framework (by others): One drawing showing the support for the carbon black scale above the mixer entry (actual fabrication of the support will be by others). 4. 1.9 (1) Discharge Chute: A flexible tubular fabrication complete with suitable connection facilities to transfer the completed weighments into the mixer. 4.1.10 (1) Manual Reject Station: A manually operated diverting facility to permit the convenient extraction of experimental or incomplete weighments. The will incorporate bag spout with reject facility suitable interlocking facilitiessimple sack clamping arrangement, together with , 4.1.11'(1) Mixer Entry Chute: To deliver the preweighed charges directly into the associated mixer. Artanged above the chute entry shall be electro-pneumatically operated butterfly valve, complete with limit switches for system interlocking and status indication requirements, This valve will be closed at all times, other than when material is being charged into the weighing system mixer, as its primary function is to isolate the from any pressure fluctuations. 4.2 Oil_c W .io M: 4.2.1 (1) Load Cell Oil Scale (350 Pound Capacity): The oil scale will automatically pre- weigh the necessary liquids. Each material to be provided with an in-feed assembly, which includes a strainer, manual shut-off valve and solenoid operated piston valve. Dual valve system to be used for full feed and dribble feed. The weighing vessel to be cylindrical fabrication with steep angled discharge cone and electro-pneumatically operated discharge valve, fitted with limit switches for system integrity and status indication. Beneath the weigh tank shall be a fabricated surge tank which is arranged to accept the rapidly discharged weighment and allow it to drain by gravity into the associated charge holding tank, thus the actual weighing system is released as quickly as possible to prepare the next batch or part thereof. The tanks shall be enclosed in a housing, with full width access doors, heating radiator with controlling thermostat assembly and an indication thermometer. The oil scale shall be fitted with an automatic calibration system. Specification PE•94-91, Revi r? Page 11 A. Material CQX9Ct Para: Stainless Steel B. Ambient Internal T mnnrnr„r : 80*C maximum (user to confirm) C. No. Material In-F d Devices: Four (4) D. He=tint: Steam or electric E. Nominal Tank Volume: 40 gallons 4.2.2 (1) Charging Holding Tank: An enclosed fabricated steel tank to retain the previously measured liquid ingredients. The tank shall be provided with an external heating element, to ensure satisfactory injection conditions, overflow, vent, inlet and discharge connections and a pressure relief circuit to accept released material back into the tank. An insertable level switch shall be fitted into the tank outlet to perform ,Y injection sequence interlocking duties and satisfy status indication requirements. This assembly is to be mounted as close as possible to the mixer injector port. A. Nominal Tank Volume: 40 gallons 8. Material of o t MCdon: Stainless Steel C. ftti.3g: Steam or electric 4.2.3 (1) Injection Pump: A positive displacement pump complete with suitable accessories to inject the previously prepared liquid ingredients directly into the mixing chamber. The pumping elements shall be driven by a suitably rated, directly coupled motor and shall be arranged within a robust housing incorporating mechanical seals and pressure relief facilities. A.p Cam; 35 gpm B. Material of Co cr CdM: Cast iron body with steel rotors (to be jacketed for steam heating). C. Dlscharg Pr r ur : 150 psi D. S14 ion: Flooded E. Pow_ er Rga Ulr m W: 10 hp (nominal). Power to be 3-phase 480 volt AC. F. Motor Sealing: Totally enclosed - fan cooled. Specification PE-94-91, %ev in Page 12 G. Y CQUOL& g: 502 .2700 at 1000F. 1. (11 Manor Reims v.,i..: A manually operated divening facility to permit the convenient extraction of experimental or incorrect weights, thue voids having to pass the oil through the mixer. avoiding 2. (1) Infection P Irv ; An electro-pneumatically operated piston valve for purging the oil line to the injector using factory compressed air. 4.2.4 Interconnecting Pipework: One set of drawings showing all pipework interconnecting the oil scale, holding tank, injection pump and injector. 4.2.5 (1) Surge Tank Weight Sensing (O Uot ac aon1: Load cells shall be employed for low level detection of oil in the surge tanks instead of low level switches; complete with a digital indicator and empty surge tank output to the control system. 4.3 Polymers 6g and: 4.3.1 (1) Slab Rubber Scale: Shall consist of a conveyor mounted on load cell weighing platform. The conveyor shall be powered by a shaft mounted geared motor and designed to run at approximately 2 feettsecond. A pedestal mounted display panel shall be mounted at the rear of the scale to show the required formulation information for the operator. A. Scale ?n C1N: 1,000 pounds B. Conveyor ng& 10 feet C. Conyeyor &dL rdrh: 36 inches 4.3.2 Block Rubber Scale: Shall consist of a conveyor mounted onto a load cell weighing Platform. The conveyor shall be powered by a shaft mounted geared motor and designed to run at approximately 2 feet/second. A pedestal mounted display panel shall be mounted at the rear of the scale to show the required formulation informatioA for the operator. A. .cal Capizab:1,000pounds B, s<onveyor 09&: 10 feet C y u' : 36 inches Specification PE-94-91, Re, ',n 4.3.3 Charge Conveyor: A. Convey o??: 12 feet B, ° %r : 36 inches C. Belr D d: 2 feet/second 4.4 Piement ?ysiehine/Fee?line (RPF 4.5 Temoetature Control (O got ac an n Page 13 The mixer and the downstream equipment will require temperature control units with 5 (possibly 7) zones. The temperature control units (TCU) will be supplied by others. However, some interface between the TCU's and the weigh and charge control will be required. Two options are to be considered. In either case the temperature presets for each zone shall be part of the batch formula. 021igMI: The weigh and charge system takes a Type "I• thermocouple signal from the TCU, does the PID calculation and send a 4-20 ma signal to the TCU to control the heating/cOOling• All temperature presets will be part of the batch formula and all preset values.and actual values are available for display at the train operator station. QW0 2: The weigh and charge system sends a preset value to a PID controller supplied by the TCU vendor and reads the actual temperature from the PID controller (via RS 232/422). Both Preset values and actual values will be available for display at the main operator station. 5.0 POW R ANi) CONTROi C PER 1?,;krD etc l?n: 5.1 Control power All power supplied for the purpose of use by a PLC or any electronic control device interfacing to the PLC shall be clean and regulated. The regulating device shall be capable of regulating to t 3 % of nominal value for any condition of line voltage fluctuation over a range of 20% below to 10% above nominal voltage. The regulating device shall provide a minimum of 60 db noise attenuation of common mode transients and greater than 120 db noise attenuation of transverse mode transients. The response time shall be no greater than 25 ms. 5. 1.1 All control voltage shall be 120 volt AC 60 Hz. All three-phase motors, under 250 hp, shall be 480 volt AC 60 Hz. Specification PE-94-91, Revm...,n k Page 14 5.2 Visual Display Units: The unit shall allow the user to have access to the following facilities: - System Overview - Single Scale Display - Mixer Overview - Formula Facilities - Raw Material Usage/Stock - Finished Formula Production Stock - Bin/Material Facilities All formulation weights, temperature, and mixing cycle settings shall be stored in the system memory. They are recalled for use in production by the user entering the formula number and number of batches to be made in the appropriate day program. 5.3 (1) Printer - with Associated Stand: 5.4 (1) Weighing Mixing Manual Control Panel: Each comprising a free standing desk which provides the operator with sufficient control to permit manual preparation of weighments and manual control of the mixer for charging of the mixer. The following equipment is to be face mounted: (1) Video display unit to show the status of the weighing and mixing system. 5.4.1 General Controls: • (1) Power ON/OFF Switch • (1) Power On Indicator • (1) Control ON Illuminated Push Button • (1) Control OFF Push Button • (1) Emergency STOP Push Button 5.4.2 Weighing Manual Controls: • (1) Weighing Auto/Manual Key Switch • (1) Weighing Auto Indicator • (1) Weighing Manual Indicator Specification PE-94-91, Re, *)n'---\ Page 15 5.4.3 Blacks Weigher: • (1) Digital Weight Display • (1) Feeder Selector Switch • (1) Controls for Feeding and Transfer • (1) Discharge Scale Push Button • (1) Discharge Chute Push Button 5.4.4 Oils Weigher: • (1) Digital Weight Display • (1) Feeder Selector Switch • (1) Controls for Feeding and Transfer • (1) Start Oils Injection Push Button • (1) Stop Oils Injection Push Button NOTE: Semi-automatic mode shall be included to provide automatic weighing with manual mixer charging. 5.4.5 Weighing Starter Equipment (Typical): • (2) Polymer Scale Starter • (1) Intermediate Conveyor Starter • (1) Oil Injection Pump Starter 5.4.6 Pigment Weighing (Option): All equipment similar to Item 5.4.3. 5.4.7 Mixer Auxiliaries: The main control panel shall have a video display indicating all motor running conditions including screw conveyors, all scale conditions, mixer doors, ram, motor speed conditions, and downstream equipment ready indicator. The main control shall include the following panel mounted devices, excluding the automated weighing system readouts. A. 1. Dust collector ON/OFF 2. Motor ventilation ON/OFF. 3. Reducer lube ON/OFF 4. Dust seal lube ON/OFF 5. Hydraulic unit ON/OFF 6. Temperature control unit zone no. 1 ON/OFF 7. Temperature control unit zone no. 2 ON/OFF 8. Temperature control unit zone no. 3 ON/OFF Specification PE-94-91, Re% in Page 16 9. Rotor lube unit ON/OFF NOTE: All the above items must be "ON" before permitting mixer main motor start. B. alarm - These alarms are exclusive of alarms required by weighing system: 1. Mixer high temperature 2. Incorrect formula 3. Mixer motor ventilation OFF 4. Seal lubrication failure 5. Cooling water failure (both flow failure and over-temperature) 6. Carbon black dust collector high level 7. Thermocouple No. 1 failure 8. Thermocouple No. 2 failure 9. Rotor lube unit failure 10. Dust collector off 11. Surge bin low level 12. Cycle failure 13. Reducer lube failure 14. Mixer motor high temperature 15. Mixer motor bearing high temperature 16. Downstream not ready 17. Five spares A time delayed control is to be provided for the process oil pump to the dust seals. The pump is to operate when the ram is down and time delay off when the tam is in the "up" position. The lube oil pump to the dust seals is to run continuously. Also, an interlocking of certain mixer auxiliaries as listed in Section l must be established before main motor start. A 0-60 second timer is to be interlocked with the dust seal lube unit and main motor to insure lubrication at the seals before starting. If an alarm condition exists, the mixer will complete the cycle in process and "hold" further batches until the alarm is corrected. This will apply to all alarms except "Mixer Hi-Temp", "Motor Hi-Temp", and both "Thermocouple Failures". In this case, the cycle will stop immediately. C. ne following variables must be considered when charging ingredients: 1. Dry Pigment - Time 2. Carbon Black - Item 3. Oil - Time and Temperature :Specification PE-94-91, Rev' - : Page 17 D. The miner drop cammand will be determined by jour variables: 1. Drop Temperature 2. Minimum Drop Temperature 3. Time 4. Power (Kw) For example, if specified "time" has been achieved but temperature is below "minimum drop temperature" than the cycle will continue until "minimum drop temperature" or required Kw has been achieved. The anticipated mixer cycle times are 3.0 minutes for master and 1.6 minutes for final mix. E. Mi,rine Manual Controls (Typical): (1) Mixing auto/manual key switch (1) Mixing auto indicator (1) Mixing manual indicator (1) Main motor on indicator (1) Auto mix in progress indicator (1) Final mix/master batch/workaway selector switch (1) Mixer hopper door open/close controls (1) Ram - raise, float, lower controls (1) Discharge door - open, close controls (1) Clock run - off, reset switch (1) Silence mixer alarm push button (1) Mixer audible alarm (1) Emergency high temperature reset illuminated push button (1) Mixing elapse time clock (1) Compound temperature display (1) Mixer energy display (in 1 kwh increments digital display) (1) Chart Recorder - Power (2 pen) Temperature NOTE: Auto-cycle interrupt to repeat (manually) a charging sequence and return to auto mode shall be included. All alarms will flash until acknowledged and remain on until corrected. 5.5 (1) Slab Rubber Scale Annunciator. Panel: Mounted near the rubber slab scale this shall be used by the operator for information and instruction relative to the allotted task. Specification PE-94-91, Rev...an c Page 18 The following information will be displayed: - Formula Number - Batches to Go - Material/Additives Code - Target Weigh (Decremental) - Net Weight - Status - Digital Scale Weight Display Beneath the display an audible alarm shall be located to advise of imminent Polymer Scale Discharge. 5.6 (1) Block Rubber Annunciator Panel: Same as Slab Scale (Item 5.5). 5.7 (1) Slab Rubber Scale Operators Panel: Shall be mounted adjacent to the Rubber Slab Scale. The panel shall house the following control facilities: - Inch Polymer Scale Push Button - Check Weight Push Button - Transfer - Illuminated Push Button - Emergency Stop Push Button 5.8 (1) Block Rubber Scale Ooeretors p d: Same as Slab Scale (Item 5.5). 5.9 (1) Mixer Local Panel: Mounted adjacent to the mixer charge door. This panel houses the following facilities: - Raise Ram Push Button - Ram Float - Lower Ram Push Button - Open Charge Door Push Button - Close Charge Door Push Button - Additives 1 Required/Actual Illuminated Push Button `T .. Specification PE-94-91, P-vis; 2 - Additives 2 Required/Actual Illuminated Push Button - Emergency Stop Push Button - Start Rubber Discharge Push Buttons - Stop Rubber Discharge Push Button(s) - Rubber Loaded/Added - Illuminated Push Button(s) - Charging Restart Push Button(s) - Charging Stop Push Button(s) - Charging Reverse Push Button(s) NOTE: All starters, circuit breakers and/or fuses by others. 6.0 BAR CODING SYSTEM: 6.1 Genes(: Page 19 Carlisle SynTec Systems intends to extend their existing bar coding capabilities to incorporate the incoming raw materials and material usage at the mixers. The mixed stock is actually the beginning of the process and material usage at the mixer is a key input to our materials inventory control. The bar coding system is included as an integral part of the weigh and charge system. The two main objectives of the bar coding system are: 6.1.1 Enable raw material tracking by lot numbers, as the material is processed from raw stock through to the final product. 6.1.2 Maintain accurate inventory control by automatically deducting as components are weighed up at the mixer. 7.0 17YFORMATION FLOW ( F DRAW iN- nre ono ++ 7.1 Receipt at W reho sae: For materials that are received without bar code labels, Carlisle SynTec Systems will generate labels and attach them as appropriate. Material will be received skid or some other unit into "lots" and placed into a Quality Assurance hold status. Wig, a testing by Quality Assurance is complete, the materials will be released for usage and hansferred via the LAN to the MAS-H System for inclusion in inventory. The Quality Assurance status must be tracked and any material not cleared when arriving at the point of usage must be flagged. r-. r. Specification PE-94-91, Rev.-.,m L Page 20 7.2 Material Released by Quality Assurance for Production: 7.2.1 Blacks and Oils: When blacks and oils are released by Quality Assurance, they will be assigned to a ready-for-use status. We are soliciting ideas from vendors, based on their experiences with other processes, to devise a scheme for dividing the blacks and oils into some type of manageable grouping. Carbon black could be tracked by monitoring from which silo a day bin is filled providing some identification based on the day bin. The oils could be basically tracked in a similar manner. 7.2.2 Minor Ingredients, Polymers and Rubbers: When the pigments, polymers and rubbers are released by Quality Assurance, they are transferred to a fast floor holding group (CJWI). Lot numbers are assigned at receipt in the warehouse. r,4 the material is transferred to the first floor compounding, or the second floor (im ing floor), the bar code is again read and the material is transferred to pre-mix (CJW2). 7.3 Material Usage: 7.3.1 Blacks and Oils: The operator will either manually enter or wand a pre-printed bar code label at the mixer to identify the formula number which, in turn, identifies the blacks and oils he will be using in the next scheduled sequence of batches. Each weighment value will then be accumulated against the material identifier. At the ens of the particular run, or sequence of batches, this accumulated number will be transferred, via the LAN, to the MAS-H System for deduction from inventory. Ability to collect individual weighments for occasional test periods is desirable. 7.3.2 Polymers, Black Rubber, Slab Rubber: The operator will receive these items at the mixer by reading of bar code. This will identify the material by skid and lot number along with its associated data. The weighment values will then be accumulated against this lot until the end of the run or until a new lot number is entered. Ability to collect individual weighments for occasional test periods is desirable. In either case the accumulated weighments will be transferred via the LAN to the MAS-H System for deduction from inventory. 7.3.3 Minor Ingredients: Minor ingredients will initially be manually weighed off line with several ingredients combined into one bag. Before each ingredient is entered into the blend, the bar code label identifying the ingredient will be read. A separate inventory of blended ingredients will then be carried in the inventory system. The bags of blended material will again be bar coded by the operator at the mixer. At this point the ingredients will be considered consumed and accumulated as used. Each bag of blended ingredients will have a bar code label identifying the formula number, date mixed and weight. If the formula number read from the bar code with the blended ingredients does not match the formula presently being run on that mixr the operator needs to be notified by an alarm. Specification PE-94-91, Rey' in Page 21 8.0 BAR CODING TECHNICAL. DATA: 8.1 The bar coding system must be completely compatible with the system currently installed in areas of our plant. Users should not have to go through extra steps to import information from the new mw material/mixer system into the system currently being used. 8.2 Local Area Network Requirements: 8.2.1 The network will consist of RG58 thin wire CSMA/CD operating at 10 Mbit/s based on IEEE802.3 standard. Network operating system will be Novell Netware 4.01. 8.2.2 Software will be based on "FoxPro" database package. 8.2.3 All bar coding equipment, including readers, printers, etc., will be as manufactured by Intermec Corporation, Lynnwood, Washington 98046-9702. r---------------- I a 1 I ?: A I I ? a L. I Y I r---------- ____J ri 1 I I 3 z le isr i y L------ - -------- : t' 6 xe? ofiil-v I .et y I E ¢e?ii S?yeg i QiYjF Qg !.; - -- -- f:iii ----_-- ?CA`:a -------=- die! -----•--- its 0 n ge ° o -? -? .. ,- ?. t BOULWARE TECHNOLOGIES 13TIINC._ Proposal Number 4898 November 4, 1994 Boulware Technologies, Inc., is pleased to submit the following proposal to: Carlisle SynTec Systems lF-370 Banbury Weigh and Charee Svae?.? nk proposal is presented by. Jim Boulware THIS PROPOSAL CONTAINS CONFIDENTUL AND/OR PROPRIETARY INFORMATION. CUSTOMER WILL NOT, WITHOUT TEE PRIOR WRITTEN CONSENT OF BOULWARE TECHNOLOGIES, INC., PROVIDE, MAKE AVAILABLE, OR OTHERWISE CONVEY TO ANY PERSON, INFORMATION CONTAINED IN THIS PROPOSAL- EXHIBIT 2 Proposal Number 4898 Carlisle SynTec Systems Carlisle SynTec Systems 1. SCOPE OF PROPOSED CONTRACT Boulware Technologies, Inc. ( BTI ) is pleased to quote Carlisle SynTec Systems per its Request for Quotation Number 182, dated 9/27/94. This proposal is intended to be fully responsive; however, several component selections have been made due to BTI's existing support for and experience in working with those items. Additionally, project specific drawings have not been prepared, but typical drawings from the past have been provided in their stead. 2. SYSTEM OVERVIEW AND DESCRIPTION This system is based on BTI's existing Rubber Mixing System. Changes in this system that are required by Carlisle SynTec Systems' RFP are included as a part of this proposal. BTI's Rubber Mixing System is comprised of several major components: (1) BTI's Production Automation Workstation Software (PAWS) is used for data management and operator interface functions. This software functions as.a toolset and will provide Carlisle SynTec Systems with the ability to configure and expand the system after installation by BTI. (2) Microsoft Access software is used as the historical archive data base for the system. BTI has configured this software to facilitate the use of all batch data: (a) Material Usage, (b) Step End Process Data, (c) Time Series Process Data. (3) Microsoft Excel software is used as the analysis tool for analyzing historical batch data. Bn has configured this software to facilitate the analysis of multi-batch data. These functions are described in more detail, in the following sections. 3. SOFTWARE INCLUDED IN THIS PROPOSAL This proposal includes the following com'ponent software licenses: (1) PAWS Licenses for der, Lab, Sla?i Rubes Station, Block Rubber Station, Oil Station, Bulk Blac Station, Minor Ingredient Station (2) Netware 4.01 Networking Software (15 User license) (3) Microsoft Access Data Base Software (4) BTI's Microsoft Access Data Base Application (5) BTI's Microsoft Excel Data Analysis Application November 4, 1994 Page 1 Proposal Number 4898 Carlisle SynTec Systems (6) OS/2 Operating System for the Lab Station (7) BTI's Rubber Mixing Simulation and Training Package This proposal also includes BTI's Rubber Mixing ?Management and Control Software. A manual has been included with this proposal to cover the major features of this software. However, the manual does not cover the following additional features of the software that are included in this proposal: 3.1. BTI's System Support Package 3.1.1. System Administration Support The System Administration Support Package provides automated backup and restoration functions that greatly facilitate the maintenance of the system, and the restoration of the system in the event of a station disk failure. 3.1.2. System Diagnostic Support The System Diagnostic Support provides on-line diagnostics that apply to the actual operation of the system. This applies to both the PLC programs and the PAWS Data Management programs. This is in addition to the extensive fault system that is in the existing system. 3.1.3. Remote Support The proposed system has a 'gateway' computer that will permit BTI personnel to perform diagnostics and maintenance for the PLC, the PAWS, and the network from its offices in Burnsville, a suburb of Minneapolis. 3.2. BTT's Rubber Mixing Simulation and Training Package Extensive system testing is included as a standard feature of BTI systems. BIT uses its PAWS-based simulation software package to perform this function. This simulation software permits the operation of all field devices and operator controls to be realistically simulated. Once the package has been tailored to the specific system, it also can be used as an invaluable aid for the training of operators and maintenance personnel. This proposal includes the simulation software prepared by BTI for the testing of this system. 3.3. BTI's Material Tracking and Lot Traceability System This proposal includes BTI's two functions that may be used alone or together to support the material management of the system. They are: (1) Inventory Control (2) Lot Traceability These functions are described briefly below. Our existing system will satisfy your specification as oulined in RFP sections 6 and 7. 3.3.1. Inventory Control Inventory control provides active control over the usage of all materials. This control can cover the following: (1) Location tracking of ingredients (2) Restrictions over the use of ingredients based on: (a) QA approval (b) Shelf life (c) Manufacturers' Lot Number November 4, 1994 Page 2 Proposal Number 4898 Carlisle SynTec Systems (d) Manufacturer 3.3.2. Lot Traceability Lot Traceability applies to the specific identification by manufacturers' lot of all ingredients in a batch. The system tracks the procedures (automated and manual) associated with the weighment of material. These weighments are specifically 'tagged' and subsequently identified when they are used in a batch. 3.4. Proposal Specific Enhancement The following non-standard features have been included in this proposal: (1) Production Tracking - maintenance of data on the mixer system operation, and the reasons for downtime. (2) A FoxPra data base interface for the bi-directional transfer of data specified. 4. HARDWARE INCLUDED IN THIS PROPOSAL 4.1. Overview The hardware in this proposal is described in the following sections: Operator Stations, Panels, and Workstations GE PLC Equipment Mechanical Equipment Mixer Instrumentation 4.2. Operator Stations, Panels, and Workstations 4:2.1. File Server Environment: Office Screen: 14" CRT Processor: 486SLC 75MHz RAM: 20MB Hard Disk: 2G Byte Network: Ethernet LAN Genius I/O Bus: None Software: Windows, Novell 4.01 4.2.2. Lab/Importer Workstation Environment: Office Screen: 14" CRT Processor: 486SLC 75MHz RAM:8MB Hard Disk: 240Mb Byte Network: Ethernet LAN Genius I/O Bus: None Software: Windows, DOS, C aM d5 PAWS, PCAnywhere a5 S??JJ1,As V` lY 1 V /1 f Or November 4, 1994 Page 3 Proposal Number 4898 4.2.3. Gateway Computer Environment: Office Screen: 14" CRT Processor: 486SLC 75MHz RAM: 4Mb Hard Disk: 240Mb Byte Network: 7Ahernet LAN Genius VO Bus: PCIM Software: PAWS, DOS, PCAnywhere Modem:28,800 BPS 5 al Vd° 4.2.4. Welghing/Mixing Manual Control Panel 4.2.4.1. Visual DiMlgy Unit Environment: NEMA 12 Screen: 14" CRT Processor: 486SLC 75MHz RAM:4MB Hard Disk: 240Mb Byte Network: Ethernet LAN Genius 1/0 Bus: PCIM Software: DOS, PAWS, PCAnywhere 4.24:2. General Controls As specified 4.2.4.3. Weighing Manual Controls As specified 4.2.4.4. Blacks Weieher As specified 4?_4.5. Oils Weighhe As specified 4.2.4.6. Mixer Auxiliaries As specified 4.2.4.7. Enclosure NEMA 12 Console 4.2 4.8. Bar Code System Interface Intermec 9570 Wedge Reader, Intermer- 1700 Keyboard, Intermec Wand 4,2,*4 9. au code ? Printer Intermec 3400 - 4.2.5. Mixer Local Control Panel 4.2.5.1. Visual Display Unit Environment: Enclosed in NEMA12 Screen: 14" CRT Processor: 486SLC 75MHz November 4, 1994 h ?. ,,,arlisle SynTec Systems r/ /1n IIV i W V/ p S e?T C ? N l91 .r Page 4 Proposal Number 4898 Carlisle SynTec Systems RAM:4MB Hard Disk: 240Mb Byte Network: Ethernet LAN Genius 1/0 Bus: PCIM Software: DOS, PAWS, PCAnywhere See BTI General Drawings 4.2.5.3. Local Mier Controls As specified 4.2.5.4. Bar Code System rnterfarn Intermec 9570 Wedge Reader, Intermec 1700 Keyboard, Intermec Wand 4.2.6. Slab Rubber Scale Annunciator Panel 4.2.6.1. Visual Display Unit Environment: Enclosed NEMA 12 Screen: EL Flat Screen Processor: 486SLC 75MHz RAM: 4MB Hard Disk: 120 Byte Network: Ethernet LAN Genius 1/0 Bus: PCIM Software: DOS, PAWS, PCAnywhere 4.2.6.2. Enclosure NEMA 12 with cutout for window bezel 4.2.6.3. Bar Code System Int?rfa?p Intermee 9570 Wedge Reader, Intermee 1700 Keyboard, Intermee Wand 4.2.7. Block Rubber Scale Annunciator Panel Environment: Enclosed NEMA 12 Screen: EL Flat Screen Processor: 486SLC 75MHz RAM: 4MB Hard Disk: 120Mb Network: Ethernet LAN Genius LO Bus: PCIM Software: DOS, PAWS, PC Anywhere 4.2.7.2. Enclosure NEMA 12 with cutout for window bezel 4.2.7.3. Bar Code System Interface Interme: 9570 Wedge Reader, Intermec 1700 Keyboard, Intermec Wand Intermec 3400 November 4, 1994 Page 5 Proposal Number 4898 4.2.8. Slab Rubber Scale Operators Panel 4.2.8.1. Controls As specified 4.2.8.2. Enclosure NEMA 12 4.2.9. Block Rubber Scale Operators Panel 4.2.9.1. Controls As specified 4.2.9.2. Enclosure NEMA 12 _Carlisle SynTec Systems 4.2.10. Minor Ingredients Bar Coding Station 4.2.10.1. Barr Coding Terminal Intermec 9511 Bar Code Terminal, Intermec 1700-Bar Code Keyboard, Intermec Wand 4.2.10.2. Bar Coding Printer Intermec 3400 4.2.11. Second Floor Lift Bar Coding Station 4.2.11.1. Bar Coding Terminal Intermec 9511 Bar Code Terminal, Intermec 1700-Bar Code Keyboard, Intermec Wand 4.2.11.2. Bar Coding printer Intermeq 3400 l?T I?t , S5 4.3. GE PLC Equipment , eu 4.3.1. Processor (1): CPU341 ' oa5" `O 4.3.2. Bases (2) : IC693CHS3919 IC693CHS399 4.3.3. Power Supplies (2): IC693PWR321 4.3.4. Discrete Input Modules (10): IC693MDL240 lb Pr , gyp. r 4.3.5. Discrete Output Modules (7): IC693MDI340 r 4.3.6. Analog Input Modules (4): IC693ALG220 H ch"""'t? o Tr r 4.3.7. Analog Output Modules (2): IC693ALG391- y `?`° nw r 4.3.8. Communications (1): IC693CMM302 - sM "'s M?Q°I/ 4.3.9. Miscellaneous parts and cables. 4.4. MECHANICAL EQUIPMENT 4.4.1. Black Weighing System Components 4.4.1.1. Black Scale Hooper (9j) 1*,,Vj, tIAa i v>?-W 500 Ibs Capacity, 25 cu ft. 4.4.1.2. Diameter Screws 12' with Trouahs and Coven 4.4.1.3. Feeder Motors-TEFC with Gear Box (7) 3 4.4.1.4. Level Sensors (12) As specified. 1' 5 r" v November 4, 1994 Ausi^ 5 5 't 145 -Ae4lid Page 6 Proposal Number 4898 Carlisle SynTec Systems 4.4.1.5. uav Bin 01scharne SV Gates (7) 4.4.1.6. Motor Contactors (7) 4.4.1.7. Variable Freouencv Drive (1) 4.4.1.8. Black Scale Load Cells-S Strip (e) 4.4.1.9. Scale Disr)lav(l) As specified 4.4.1.10. Automatic Calibration System (1 4.4.1.11. Di rt Valve-Discharge •hute/Mixer (11 As specified. 4.4.1.12. Scale Discharge Valve 5 As specified. (l? ,W e* 01 U alv ? 4.4.2. Oil Weighment System 4.2.1. Oil Systems (2) As specified except the tanks are 39 Gallons. This system is the Budzar system with BTI controls. We have used their hardware in the past. 4.4.2.2. Load Cells -Compression (4) 4.4.2.3. Scales (2) 4.4.2.4. Automatic Calibration System (2) 4.4.2.5. Pump Starter (2) 4.4.3. Slab Rubber Weighment System 4-4.3,1. Slab Rubber Conveyor and Motor (1) As specified. 4.4.3.2. Slab Rubber Conveyor Motor Staler 1 4 4 3:3. Load Cells (4) 4.4.3.4. Scale As specified. 4.4.4. Block Rubber Weighment System 4.4.4.1. Block Rubber Convevor and Motor (1) As specified. 4.4.4.2. Block Rubber Conveyor Motor Starter (1) 4.4.4.3. Load Cells (4) 4,4.4.4. Scale (1) As specified. 4.4.5. Mixer Charge Conveyor System 4.4.5.1. Charge Conveyor (1) 4.4.5.2. Motor Starter (1) 4.5. Mixer Instrumentation 4.5.1. Batch Temperature (2-Left and Right) Signal Conditioner and Display 4.5.2. Ram Pressure (1) Signal Conditioner and Display 4.5.3. Ram Position (1) Signal Conditioner and Display November 4, 1994 Page 7 Proposal Number 4898 Carlisle SynTec Systems 4.5,4. Mixer Body Temperature (1) Signal Conditioner and Display 4.5.5. Rotor Temperature (1) Signal Conditioner and Display 4.5.6. Drop Door Temperature (1) Signal Conditioner and Display 4.5.7. Mixer RPM (1) Signal Conditioner and Display 4.5.8. Mlixer Current (1) !1"0 Signal Conditioner and Display M? V.) N 4.5.8. Mixer Voltage (1) Signal Conditioner and Display 4.5.10. Cooling Water Temperatures (7) Signal Conditioner and Display 4.5.11. Run Time Clock (1) 4.5.12. Uninterruptible Power Supplies (6) 5. SERVICES INCLUDED IN THIS PROPOSAL 3.1. OVERVIEW The services to be provided under this proposal are listed in this section. They include: • Requirements Review • System Application Generation • Control Panel. Assembly • Integrated System Testing • System Start-Up • Training • Final Documentation 5.2. REQUIREMENTS REVIEW 3.2.1. System Functional Specifications Functional specifications will be reviewed with Carlisle SynTec Systems at the Project Kick-Off Meeting. The major areas to be covered are as follows: • Project Scope (Hardware and Software) • System Operation Review • Mixer Operation • Data Acquisition and Reporting 5.3. SYSTEM APPLICATION GENERATION EM will generate the required application. Carlisle SynTec Systems will work with BTI to develop accurate process flow diagrams and to assure that BTI staff understand the existing system. November 4, 1994 Page 8 Proposal Number 4898 Carlisle SynTec Systems 5.4. %.oNTk%)L PANEL ASSZMLY BTI will supervise the assembly of all panels listed as part of this proposal. Upon completion of assembly, Carlisle SynTec Systems may review the panels prior to shipment. Upon review of the panels, BTI will ship the panels to the job site. S.S. INTEGRATED SYSTEM TESTING BTI will perform all system integration and testing at its facilitie3. The system testing will be performed using BTI's simulation software, which will be configured to exactly duplicate the field device configuration of Carlisle SynTec Systems' system. Upon completion of the simulation phase of the testing, Carlisle SynTec Systems will witness a system test. This test will act as the basis for functional acceptance of the system. 5.6. SYSTEM START-UP BTI will provide staffing at time of start-up to ensure that all phases of hardware design and programming are properly covered. The start-up schedule will be part of the project schedule. Carlisle SynTec Systems requests for delays and rescheduling of start-up require four weeks notice to BTI. This proposal includes staffing of nine man-weeks (360 hours-6 calendar weeks, per the specification) The start-up services above and beyond the above are provided on a Time-and- Materials basis. 5.7. TRAINING 5.7.1. Production Operator Personnel Two Production Operator Training Sessions (typically 4 hours) are provided as part of this proposal. These sessions are performed by the start-up team during the start-up period.These session will be conducted on the simulation system prior to the actual commissioning of the system. 5.7.2. System Administration A Training Session (typically 3 days) tailored to the requirements of this system is provided as part of the start-up services. A key project person attending should be knowledgeable in the use of MS-DOS. This session is performed by the start-up team during the start-up period. This session will be conducted on the simulation system prior to the actual commissioning of the system. The objective of this training session is to have staff on-site who are familiar with the architecture and software of the system. 5.7.3. Maintenance Personnel A Maintenance Training Session (typically 4 hours) tailored to the requirements of this system is provided as part of the start-up services. This session is performed by the start-up team during the start-up period. This session will be conducted on the simulation system prior to the actual commissioning of the November 4, 1994 Page 9 Proposal Number 4898 Carlisle SynTec Systems system.The objective of this training is to familiarize the maintenance Personnel of the plant with the hardware and built in diagnostics of the system. 5.8. FINAL DOCUMENTATION 5.8.1. Sequence Of Opemtlon A final sequence of operation will be provided. 5.8.2. Computer Software Final documentation will include a description of proper program loading, starling, resetting, and configuration files. Source code will be provided for any "application specific" custom programs required to implement the scope of the final specification. Source code for the PAWS software toolset will not be provided. 5.8.3. Operations Manual Final documentation will include an operations manual for the configured system. 5.8.4. On-Line System Maintenance Final documentation will include on-line diagnostic support and maintenance help. S.B.S. Magnetic Media Program tapes and discs used for software or documentation will be supplied. This does not include purchased software (such as a word processor or a language package) used to view or modify the software. 6. IMPLEMENTATION STRATEGY 6.1. EXPECTED ROLE OF CUSTOMER 6.1.1. Source For Information Carlisle SynTec systems is to provide access to a designated contact person. This person must be knowledgeable in the process, and have the authority to make decisions on correct control operation. Additionally, Carlisle SynTeecc Systems is to provide to BTI sketches of the required process graphics- sketches should include the process flow. 6.1.2. Design Review Carlisle SynTec Systems is to review and return submittals in a timely man=. Any objections should be clearly stated in red on the returned submittal. 6.1.3. Equipment for Testing Carlisle SynTec Systems will supply, within reason, a sample of the various field devices (scales, TCU's, etc.). This is to eliminate interfacing Problems and page 10 November 4, 1994 Proposal Number 4898 to assis..r, the ,.;sting. BTI will, start-up. Carlisle SynTec Systems to the extent possible, test all interfaces prior to 6.1.4. Sign-off of Project Within 30 days after start-up, Carlisle SynTec Systems is to compile a final "punch list." The resolving of the items on this "punch list" will terminate this project. 6.1.5. Approval of Invoices Upon the issuance of any invoice related to this project, a copy can be sen via t fax to the project manager. The invoice will then be routed to Carlisle ennvia Systems as requested on the purchase order. It is the project manager's responsibility to notify BTI immediately of any problems related to the payment of this invoice. 6.2. PROJECT SCHEDULE 6.2.1. Overview BTI will schedule all project related activities in a detailed Project Plan. This Project Plan will be used for work coordination and work product specification. The Project Plan will be submitted to Carlisle SynTec Systems for acceptance. For the purposes of this proposal, the RFP schedule should be considered as this proposal schedule. MI will undertake all reasonable measures to maintain the project schedule. Events beyond the control of BTI that delay the schedule which affect BTI's costs on the job will be considered as contract changes. The start-up schedule is part of the project schedule. Customer delays in this part of the schedule require six weeks notice to BTI. 6.2.2. Schedule Reporting As an ongoing part of the project, BTI will maintain the current status of the Project Plan. Monthly written reports can be submitted upon request to Carlisle SynTec Systems for review. 6.3. PROJECT STAFFING After receipt of an order, functions of this project will be allocated to the staff of BTI. The staffing of this project will include the following people: • Craig Dare-Systems Designer and Mechanical Engineer. Craig is responsible for the development of the current version of BTI's Rubber Mixing Supervisory Software. He has been involved in the development, installation, and start-up of about a dozen rubber mixers and has focused on rubber mixing during his entire career at BIT. Doug Steers-Hardware Designer. Doug is responsible for development of the current version of BTI's PLC Rubber Mixing Program. Doug has been November 4, 1994 Page 11 Proposal Number 4898 Carlisle SynTec Systems responsible for the hardware design, installation, and start-up of more than a dozen rubber mixers. Additionally, Doug has been responsible for the design of all of the oil systems that BTI has installed. Yvonne Ng-Systems Designer, with a Masters Degree in Mechanical Engineering. Yvonne is responsible for the development and installation of our newest version of Data Analysis Software. 7. FIRED SUM CONTRACT PRICING This proposal contains both a Fixed-Sum Section and a Time and Materials Section. 7.1. Base System Price - General Electric - Total $337,000 \ 7.2. Base System Price - Allen Bradley - Total $317,000 7.3.. Base System Price - BIT Standard System - Total $287,000 Services $50.000 Software $16.000 Hardware $221.000 8. ESTIMATED COST SERVICES 8.1. Description BTI has included estimates for the following activities in the fixed sum portion of the contract. Hours in excess of the estimates will be billable. The sections below include details for each of these services. BTI will make every effort to stay within the hours estimated and will notify Carlisle SynTec Systems prior to starting the additional billings. 8.2. System Start-up Assistance Hours Included in the Fixed Sum Proposal Hourly Rate for Additional Hours 360 - y?x? eY.s•1 „f . 865 November 4, 1994 Page 12 rroPosm Number 4898 9. BEUING BIT will bill the project as follows: Carlisle SynTec Systems Contract Signing Hardware Design Complete 30% 100% 85% Testing Complete at BIT 40% Installation Complete S% 10% Documentation Complete S% System Start-Up Complete 10% 30 Day Laundry List Resolution 10% 5% Total 100% 100% 100% Hourly Services will be billed weedy, 10. PAYMENT TEAMS Payment will be net 20 days after receipt of invoice. 11. TRAVEL ERPENSES All out-of-town expenses (including transportation) will be billed at cost plus 5%. Automobile mileage will be charged at S.35/mile. A complete accounting of all expenses will be provided. Expenses will be billed on a weekly basis. 12. FPMGHT TERMS Material is F.O.B. Shipping Point. 13. PROJECT CHANGES All changes must be in writing and a corresponding effect in the contract pricing quoted. It will be considered a change in the contract if any of the following events occur: • The Scope of the contract is changed. • The system input/output requirements change. • Carlisle SynTec Systems key project personnel change, • Any other significant contract assumptions change during the course of the project. • Schedule delay and changes. BTI must receive a written authorization to make any design changes and will provide a complete accounting for the charges related to any change. November 4, 1994 Page 13 Proposal Number 4898 14. PROPOSAL, EX1-iRATION This quote is valid for 60 days from date of issue. IS. WARRANTY Carlisle SynTec Systems r? The manufacturer of the component hardware is solely responsible for the warranty of their hardware. BM agrees to supply Carlisle SynTec Systems correction of any errors in the system as soon as possible after notification to BTI by Carlisle SynTec Systems of such errors for a period of one year from the date of installation. BM warrants that the system shall perform as described in its sequence of operation for a period of one year from the date of system acceptance. Except for the limited warranty described in this section, the licensed program is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. This Agreement embodies the entire Agreement and understanding between NIT and Carlisle SynTec Systems and supersedes all prior agreements or understanding between them with respect to the subject matter contained herein. No changes or modifications to the terns and conditions of this Agreement shall be valid unless set forth in writing and signed by an authorized representative of both parties. November 4, 1994 Page 14 - .-. I SynT.e Systems °oOenitN0orpo"00n PURCHASE ORDER 14 TO13 •7000; FAX (717) 245.7197 OR 245.7053 ?I „T ••7fM 9DYLYARE I DATE HIS NUr _. , ALL INVOICES AR_ p:CKa )NE NO. A 1 2/994-0113 1 12/21 /941 S36286 VENDOR BOULWARE TECHNOLOGY INC. 415 U. TRAVELERS TRAIL BURNSVILLE, MN 55337 SHIP TC CARLISLE SYNTEC SYSTEMS 1295 RITNER HIGHWAY GATE •2 CARLISLE, PA 17013 ,man: 1 ACC Y940053-1 EA PROVIDE COMPLETE 351600.000 351600.0 _ F-370 BANBURY WEIGH DUE 01/31/ AND CHARGE SYSTEM AND RAW MATERIALS INVENTORY MANAGEMENT SYSTEM PER CARLISLE SYNTEC SYSTEMS SPECIFICATION NO. PE-94-91, REV. 2 DATED 9/27/94 AND BOULWARE TECHNOLOGIES INC. (BTI) I PROPOSAL NUMBER 4898 DATED 11/4/94. I.THE COMPLETE SYSTEM TO INCLUDE: CARBON BLACK WEIGH AND CHARGE SYSTEM, f `S C OIL WEIGH AND CHARGE SYSTEM, SLAB RUBBER/BLACK RUBBER WEIGH AND CHARGE SYSTEM, SLAB RUBBER FEEDER CONTROL, MINOR INGREDIENT STATION CONTROL. II. CARBON BLACK FEED SCREW TO BE SIDE ''. LOADED, STAINLESS STEEL, HEATED SCREW. ' THE SCREW TROUGH DESIGN WILL INFLUENCE THE DESIGN OF THE SIX(6) DAY BINS WHICH ARE BEING SUPPLIED BY FAIRFIELD ENGINEERING. DESIGN AND FABRICATION MUST BE COORDINATED WITH FAIRFIELD ENGINEERING, 325 BARNHART STREET, MARION, OH 43302 PHONE: 614-387-3327. FAX 614-387-4869. CONTACT: DELL NOBLITTI?' THIS PART NO. MUST 1 APPEAR ON ALL INVOICES I =• AND PACKAGES ANY MATERIAL O •60 DAYS PAST DUE WILL BE REFUSED AND THIS ORDER WILL BE ONSI )ERED CLOSED AT THAT TIME. TO FOLLOW ROUTING INSTRUCTIONS J RESULT IN FREIGHT BACK CHARGES. ? • r) CONTROL _ v,'r?IF,^•• AUTHORIZED SIGNATURE?41 NO. REVERSE SIDE ERkTERMS AND CONORIONS `. R. E. WEIMER, Purchasing Aytnt ' ?6, 798 ?sXHI-ETT- 3 ------------ --- S"T" S"toms I CA C261419 CelporaDon ,. 7009 PA 17013 4%•7990: FAX 0171245.7197 OR 245.7053 IPURCHASE ORDER I ?E CT JIM BOULUARE D, e jNE NO. -. 612/894-0311 12/211 VENDOR BOULWARE TECHNOLOGY INC. 415 W. TRAVELERS TRAIL BURNSVILLE, MN 55337 amen: SHIP TC' CARLISLE SYNTEC SYSTEMS 1295 RITNER HIGHWAY CATE •2 CARLISLE, PA 17013 ,nc n&Rum 4RYIMMULM4T CONTROL DESIGN WILL REQUIRE CLOSE COORDINATION WITH THE MINOR INGREDIENTS VENDOR. THIS VENDOR HAS NOT YET BEEN SELECTED. UPON SELECTION, ALL THE PERTINENT INFORMATION VILL BE FORWARDED TO BTI SO THAT THE REQUIRED COORDINATION CAN BE ESTABLISHED. IV. CARLISLE SYNTEC SYSTEMS ENGINEERING WILL NEET TO WORK CLOSELY WITH BTI TO ENSURE THAT ALL DESIGN REQUIREMENTS ARE MET. THIS IS ESPECIALLY IMPORTANT IN THE INVENTORY MANAGEMENT AREA SO THE REQUIRED DATA FLOW CAN BE ESTABLISHED. V. SOME DESIGN COORDINATION WILL BE REQUIRED WITH THE BATCH-OFF VENDOR TO ENSURE THAT THE PROPER COMMUNICATION LINK IS ESTABLISHED AND THE APPRO- PRIATE DATA IS EXCHANGED. THE BATCH- OFF SYSTEM VENDOR IS: AKRON STEEL FABRICATORS COMPANY 3291 MANCHESTER ROAD AKRON, OH 44319 PHONE: 216-644-0616 FAX: 216-644-0105 CONTACT: GLENN EARLENBAUGH 1 THIS PART NO. MUST APPEAR ON ALL INVOICES i •• :I, . • ..••.••,. ...AND PACKAGES ANY MATERIAL OVER 60 DAYS PAST DUE WILL BE REFUSED AND THIS ORDER WILL BE SIDERED CLOSED AT THAT TIME. i TO FOLLOW ROUTING INSTRUCTIONS RESULT IN FREIGHT BACK CHARGES. . (. y` CONTROL U .:Ali... AUTHORIZED SIGNATURE jam, j •- ND' o E REVERSE SIDE FOR TERMS AND CONDITIONS R. E. WEIMER, Purchasing Agent ?`-'? 17988Z •"•+000: FAX (717) 245-7197 OR 245.7053 IPURCHASE ORDER I c CT PHUNE NO. DATE 12/21 VENDOR BOULWARE TECHNOLOGY INC. 415 W. TRAVELERS TRAIL BURN" LLE, MN 55337 SHIP TO CARLISLE SYNTEC SYSTEMS 1293 RITNER HIGHWAY CATE 02 CARLISLE, PA 17013 illemen: LINE 015-104-0 4-01 UNIT PRICE EXTENC LINE 06-04-22-01 =340,600.00 ACCT 0 0000-249200000'00 IS A CONFIRMING PURCHASE ORDER eee eee THIS 00 NOT DUPLICATE ANY MATERIAL O?I!R 60 DAYS PAST DUE WILL BE REFUSED AND THIS 5 TO FOLLOW ROUTING INSTRUCTIONS ORDER WILL BE ODNSIDERED CLOSED AT THAT TIME. J RESULT IN FREIGHT BACK CHARGES. / REVERSE SIDE FOR TERMS AND CONDITIONS R. E. WEINER,TVFE CONTROL Purchasing Aqont NO. 179885 AND PACKAGES '' • . • • . t r t N VJW AND C0 1fY0N'B ` .1 1 i y r .. (q The q nwl of O9af a Mead m ma sea Iwea, nut not a aaaew m w aalhOlly b wekq bYq bat addad f. h PWf all FaVhWR Oatelarerf• (N cal" b M a aMaa aIP Ilfaaarla w ache aaaY !pecan m mwm 10 MP M hachaws amaa Garr M b anal aaVi IM' coif NOArad A M Puaallr araeq eN d faewa awn b anfmm bM fae89M'M Yab,ae9nw (q Caba a goaded a Parprap 7 f1111ef. 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A n POaaawm aOPwb Of Ptraaaw, by , of a1 Pa' New brow, r..w, wI b ,w.1 wl baarar Ural w caw b rr:.pnrw VI Y Y n b111NMM. n a BTI Facsimile Cover Sheet To: MIKE MEIER Company: CARLISLE SYNTEC SYSTEMS Phone: Fax: From: Jim Boulware Company: Boulware Technologies, Inc. Phone: 612-894-0313 Fax: 612-894-0316 Date: 11/30/95 Pages including this 4 cover page MIKE: THIS IS THE LIST I WAS TELLING YOU ABOUT. PLEASE CALL ME AFTER YOU HAVE HAD A CHANCE TO LOOK AT IT. EXHIBIT 4 November 30, 1995 TO: MIKE MFMR FROM: JIM BOULWARE 1 want to let you know when: we stand on job changes to date, After you have had a chance. to look at this, we can discuss how best to handle these additional costs lu,bu • Aluminum enclosure • Fan, brackets and guards 5218.7 ,,M P) • Floppy cover $37 • Cable parts and cord grips 75 • Custom drive brackets and card bracket 590.00 • Remota speaker $2 • Assembly: 8.25 hours at 535/hour 8.75 5288.75 • Hardware (120V input card) uw i $ • PLC Programming: .5 hour at $65/hour A 265.00 • PAWS programming: .5 hour at $65/hour $32.50 • Drawing: 1 hour at $40/hour 532.50 • Assembly: 1.25 hour at $35/hour $40.00 T ?! S $43.75 ii erve_? s T?¢?de ? • Upgrade to Intel 486DX100MHZ processor t ce q cn 1 • CPU fan and additional case fan (needed for DX chip) $228.75 $50 00 • Upgrade from two 1 Gig drives to two 4 Gig drives (mirrored) • Disk controller, 'DE to SCSI (Ter•Ram i i . $2,375,00 , m rror ng) with 4 meg • Upgrade from 20 meg to 32 meg RAM (needed for larger hard drive) $487.50 $600 00 • 350 meg ON drive to 4 Gig tape drive (needed for 4 Gig drives) • Extra SCSI cont ll A - . + 0 ro er, daptec 1522 (needed for tape drive) • Four 4 Gig data tape i 85.00 1 $100.00 • Arvada. Backup EXEC, Novel NLM software $437.50 • 8-port hub with ALIT port to rack-mount 12-port with ALII & BNC for connection to existing trunk line $181.25 • Two 120V input cards • Three 120V relays $530.00 • 5-310t rack and power supply $52.50 • 120V output card $606.25 Back panel, fart, EMI, breaker, GND Terminal blocks $161.25 • Masc. Panduit, din rail, wire, hardware $87.50 • PLC Programming for filling oil day tanks (3), 12 hours at 565/hour $62.50 780 00 • • PAWS programming (day tank filling graphics) 12 hours at 565/hour Hardware Design: 10 hours at 565/hour $ 5780'00 • Drawing: 10 hours at 540/hour $650'00 • Assembly: 6 hours at 535/hour $210.00 $210.00 • Thermocouple card • PLC programming (display, data collection, alarms): 9 hours at 565/hour $585.00 • PAWS Progtarnming (display, data collection, alarms): 9.5 hours at $65/hour • Drawing changes: 1 hour at $40/hour $617.50 $40.00 MR Monitor & MIII Cont` is • ARL.__ - -Q?C-Added to A n t i Pan • Mill monitor • Window kit • Push buttons/LTS and shelf $262.50 $81.25 sSmelo 12 Statio Ls Total: ,qNq e • Two industrial computers with aluminum enclosures $3,395 • PAWS programming: 23 hours at $65/hour $1,495 • Two PAWS licenses slow i Mt>La,- f C6b 4 - •-),G,. 1-3 anS h.? Lurid l-3 Lns , e)CV r w,fy, f•l?n•v,dda'r?. S14S r.4bs/^l? 2' h-A, nav 5 (Z\ 1 I r iTe he Arfw gP ?a?g Por Chan no t? • Chute modifications for magnets • 3 Bindicators with mounting installation .00 $975 5975.00 S?Ltd?iae • Analog output card ' PLC programming: 1 hour at 565/ho 5593.75 ur • Hardware design: ! hour at 565/hour $65.00 $65.00 • 6 Digital inputs • PAWS PrpgrRmming:.5 hour at 565/hour $100 • PLC Programming: 1 hour at S65/hour $32.50 $65.00 ¢ I qa-1d-* 1.. s nTa Smam, Cannes Coroorauon A 17013 'MOFAX 17171245-7197 OR 245-7053 eee THIS IS A CONFIRMING PURCHASE ORDER eee DO NOT DUPLICATE T- _J'1M BOULWARE I DATE I THIS P O. NUMBEF ALL INVOICES ANC ,ENO. 612/894-0313 12/21/94IS36286 VENDOR SHIP TO 30ULWARE TECHNOLOGY INC. •CARLISLE SYNTEC SYSTEMS !2920 HIGHCLERE DRIVE 1295 RITNER HIGHWAY °.0. BOX 1339 GATE M2 BURNSVILLE, MN 55337 Q CARLISLE, PA 17013 C` an: DD HEAT AND POLISHER FINISH TO CARBON BLACK FEEDER SCREW $14100.00 :HANCE SCREW LENGTH FROM 5FT TO 6FT. 434 $2604.00 INEERINC REVIEW/SOFTWARE .-JELOPMENT $9996.00 1LC CONTROL/POWER'DESIGN $3000.00 IEDUCT FOR SLAB CONV, BLOCK CONV, :MARGE CONV, LOAD CELLS -12635.00 )RIGINAL PO 351600.00 PHIS C.O. 17065.00 4EW TOTAL $368665.00 .INE 1106-04-04-01 $340600.00 .INE M06-04-22-01 28065.00 "CARL" THIS PART NO. MUST APPEAR ON ALL INVOICES AND PACKAGES . TO FOLLOW ROUTING INSTRUCTIONS RESULT IN FREIGHT BACK CHARGES. ORIGINAL REVERSE SIDE FOR TERMS AND CONDITIONS PURCHASE ORDER i ..-.?..nn.. ....?_..__ all invoicssl TOTAL: ANY MATERIAL OVER 80 DAYS PAST DUE WILL BE REFUSED AND THIS ORDER WILL BE CON61DERED CLOSED AT THAT TIME. R. E. 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'^'•'Y• #g" wry was uWN, b/. ampti. ww, airpNMt Wbal lnm MeeNrbCaG'9'Iwl J.?::i aW avow a pry pYr.awrt a sty ateMw e.)<.MI N...had,oeuN.nry fi a m l a 1. .01M.NVe A Dt9pwds a saw. f r.P Iwyaa. mmdt ero.3.4 1 b.Pa term to Nbrd, inmr•:dY aw eta s:arYa 9rTm aWaP.. W,, ?amYme LWi . nrwe a sc1NN u Mw a N •QYy cf a, lea .teeopAw erMnO lrcm pre pedf{i. a tem s. tea! iI .1 Curs. Tara e1dtRMY i.M.da nN tl d r'awe r ma PCati at:d 1., ..m Wt1eN w m+Y ma. wrmYbl a PYpaDM a C.W. M'm aYbppa60. .mYUraM. 1ea11b w Apra. ( Ilel mrlarme ewer Mwd pro n v pmmwan waal of R.dwT.. w n d ne Pw OrtaM ado. Spurr Wa W nnwad e, rbwe turd ate mW W rmponpas kt M nw. more w I?waee.I. 6 L 'Y RECEIVED 1 BOULWARE MAR 0 3 1995 i TECHNOLOGIES FNSINCCRING 1 INC. Proposal Number 4906 March 1, 1995 U• Boulware Technologies, inc., is pleased to submit the following proposal to: Carlisle SynTec Systems Two Minor This proposal is presented by. Jim Boulware THIS PROPOSAL CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION. CUSTOMER WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF BOULWARE TECHNOLOGIES, INC., PROVIDE, MAKE AVAILABLE, OR OTHERWISE CONVEY TO ANY PZRSON, INFORMATION CONTAINED IN THIS PROPOSAL. EXHIBIT 6 Proposal Number 4906 EXECUTIVE SUMMARY 1. SCOPE OF PROPOSED CONTRACT 1.1. INTRODUCTION Boulware Technologies, Inc. ( BTI ) is pleased to quote two (2) Minor Ingredient Weighment Workstations pursuant to: • Discussions at Carilisle SynTec Systems on February 16, 1995. • Carlisle SynTec Systems' Request For Quotation #PE-99-91. 2. MINOR INGREDIENT WORKSTATION OVERVIEW AND DESCRIPTION BTI's Minor Ingredient Workstation is an integral part of BTI's Rubber Mixing Management System purchased by Carlisle SynTec Systems. Each station will provide the following: • Integrated link into the Recipe Management System. • Integrated Link into the Scheduling System. • Integrated Link into the Data Collection System. • Integrated Link into the Inventory System. • Scale Display for use with the existing platform and load cells. • Operator Prompting of Weighments. • Downloading of Weighment amounts to the Scale Display. • Material Identification for all 'staged' ingredients. • Identification of each ingredient prior to weighment (optional). • Individual identification of each BCU (Batch Charge Unit). This identification number is used at the Mixer for tracing the material usage data to a batch. • Local Storage of Current Recipes. 3. SOFTWARE INCLUDED IN THIS PROPOSAL This proposal includes the following software: PAWS license for each Minors Station. DOS License for each Minors Station 4. HARDWARE INCLUDED IN THIS PROPOSAL Minor Ingredient Workstations (2) each with: March 1, 1995 Page 1 Proposal Number 4stQ6 f'? NEMA 12 Enclosure 9" VGA Monochrome Touch Screen 80486 66 MHz Computer with 4 Mb RAM Networking Connection 340 Mb Hard Drive Scale Displays (2) Load Cells and Platform Scales to be provided by Carlisle i e , Fa J bATW,# 9 ? SC• 1" S. SERVICES INCLUDED IN THIS PROPOSAL 5.1. OVERVIEW The services to be provided under this proposal are listed in this section. They include: • Requirements Review • System Application Generation • Integrated System Testing • System Start-up • Training • Final Documentation 5.2. REQUIREMENTS REVIEW IT and Carlisle SynTec Systems personnel will review the functionality of the Minor Ingredient Workstation software. From this review, a list of modifications will be generated. It is a BTI contract assumption that the required modification will fit into the existing software architecture and will not require major revisions or additions to the software. 5.3. SYSTEM APPLICATION GENERATION BIT will generate the required application using the modifications generated in the Requirements Review meeting. 5.4. INTEGRATED SYSTEM TESTING BTI will perform all system integration and testing at its facilities. Upon completion of the simulation phase of the testing, Carlisle SynTec will witness a system test. This test will act as the basis for functional acceptance of the system. S.S. SYSTEM START-UP BTI will provide staffing at time of start-up to ensure that all phases of hardware design and programming are properly covered. The start-up schedule will be part of the project schedule. Customer requests for delays and rescheduling of start-up require four weeks notice to BTI. The start-up services are provided on a Time-and-Materials basis.. 5.6. TRAMING S.6.1. Production Operator Personnel March 1, 1995 page 2 Proposal Number 4906 A Production Operator Training Session (typically 4 hours), for up to 3 attendees, tailored to the requirements of this system is provided as part of the start-up services. This session is performed by the start-up team during the start-up period. 5.6.2. Maintenance Personnel A Maintenance Training Session, for up to 3 attendees, tailored to the requirements of this system, is provided as part of the start-up services. A key project person attending should be knowledgeable in the use of MS-DOS. This session is performed by the start-up team during the start-up period. 5.7. FINAL DOCUMENTATION S.7.1. Sequence Of Operation A final sequence of operation will be provided. 5.7.2. Computer Software Final documentation will include a description of proper program loading, starting, resetting, and configuration files. Source code will be provided for any "application specific" custom programs required to implement the scope of the final specification. Source code for the PAWS software toolset will not be provided. 5.7.3. Operations Manual Final documentation will include an operations manual for the configured system. 5.7.4. Magnetic Media Program tapes and discs used for software or documentation will be supplied. This does not include purchased software (such as a word processor or a language package) used to view or modify the software. 6. R"LEMENTATION STRATEGY 6.1. EXPECTED ROLE OF CUSTOMER 6.1.1. Source For Information Carlisle SynTec Systems is to provide access to a designated contact person. This person must be knowledgeable in the process, and have the authority to make decisions on correct control operation. Additionally, Carlisle SynTec Systems is to provide to B171 sketches of the required process graphics. These sketches should include the process flow. 6.1.2. Design Review Carlisle SynTec Systems is to review and return submittals in a timely manner. Any objections should be clearly stated in red on the returned submittal. 6.1.3. Equipment for Testing Carlisle SynTec Systems will supply, within reason, a sample of the various field devices (scales, TCU's, etc.). This is to eliminate interfacing problems and assist the testing. BIT will, to the extent possible, test all interfaces prior to start-up. March 1, 1995 1 '1 Page 3 Proposal Number 4906 6.1.4. Sign-of of Project Within 30 days after start-up, Carlisle SynTec Systems is to compile a final 'punch list'. The resolving of the items on this "punch list" will terminate this project. 6.1.5. Approval of Invoices Upon the issuance of any invoice related to this project, a copy may be sent via fax to the project manager. The invoice will then be routed to Customer as requested on the purchase order. It is the project manager's responsibility to notify BTI immediately of any problems related to the payment of this invoice. 6.2. PROJECT SCHEDULE 6.2.1. OVERVIEW BIT will undertake all reasonable measures to maintain the existing project schedule. Events beyond the control of B17 that delay the schedule which affect BTI's costs on the job will be considered as contract changes. The start-up schedule is part of the project schedule. Customer delays in this part of the schedule require two weeks notice to BIT. 6.2.2. SCHEDULE REPORTING As an on-going part of the project, BTI will maintain the current status of the Project Plan. Monthly written reports can be submitted upon request to Customer for review. 6.3. • PROJECT STAFFING After receipt of an order, functions of this project will be allocated to the staff of BIT. Contract Pricing and Terms 7. FINED SUM CONTRACT PRICING 7.1. Base System Price $280000 8. BILLING BIT will bill the project in accordance with BTI's terms and conditions on the current purchase order. Hourly Services will be billed weekly. 9. PAYMENT TERMS Payment will be net 20 days after receipt of invoice. 10. TRAVEL EXPENSES March 1, 1995 Page 4 Proposal Number 4906 -N All out-of-town expenses (including transportation) will be billed at cost plus 5% Automobile mileage will be charged at 5.35/mile. A complete accounting of all expenses will be provided. Expenses will be billed on a weekly basis. 11. FREIGHT TERMS Material is F.O.B. Shipping Point. 12. PROJECT CHANGES All changes must be in writing and a corresponding effect in the contract pricing quoted. It will be considered a change in the contract if any of the following events occur: • The Scope of the contract is changed. • The system input/output requirements change. • Customer key project personnel change. • Any other significant contract assumptions change during the course of the project. • Schedule delay and changes. BTI must receive a written authorization to make any design changes and will provide a complete accounting for the charges related to any change. 13. PROPOSAL EXPIRATION This quote is valid for 60 days from date of issue. 14. WARRANTY The manufacturer of the component hardware is solely responsible for the warranty of their hardware. BTI agrees to supply Customer correction of any errors in the system as soon as possible after notification to BTI by Customer of such errors for a period of one year from the date,of installation. BTI warrants that the system shall perform as described in its sequence of operation for a period of one year from the date of system acceptance. Except for the limited warranty described in this section, the licensed program is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. This Agreement embodies the entire Agreement and understanding between BTI and Customer and supersedes all prior agreements or understanding between them with respect to the subject matter contained herein. No changes or modifications to the terms and conditions of this Agreement shall be valid unless set forth in writing and signed by an authorized representative of both parties. March 1, 1995 Page 5 M BOULWARE zr Fa TECHNOLOGIES uriiGIES ?9. CDs INC. tiv Proposal Number 4907 March 1, 1995 C,G,?,1 z Boulware Technologies, Inc., is pleased to submit the following proposal to: Carlisle SynTec Systems Project: Control System Retrofit for F370 & F270 Mixers & Data Collection Station for Henschel Mixer M proposal is presented by: Jim Boulware THIS PROPOSAL CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION. CUSTOMER WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF BOULWARE TECHNOLOGIES, INC., PROVIDE, MAKE AVAILABLE, OR OTHERWISE CONVEY TO ANY PERSON, INFORMATION CONTAINED IN THIS PROPOSAL. ENBIBIT 7 f' Proposal Number 4907 EXECUTIVE SUMMARY 1. SCOPE OF PROPOSED CONTRACT Boulware Technologies, Inc. ; BTI ) is pleased to quote Carlisle SynTec Systems the following: • Control System Retrofit for the existing F370 mixer. • Control System Retrofit for the existing F270 mixer and the upgrade of the associated Oil Weighment System. - CUB •T 1 s 1 n r.(L) ? i ol w c. I y S • Data Collection Station for the existing Henschel mixer. Q. S 5 2. SYSTEM OVERVIEW AND DESCRIPTION •j1N Luad C[t(5 The above systems are based on BTI's Rubber Mixing Management System. The system will provide the following major functions for both the F370 and the F270 mixers: • Recipe Management.? • Schedule Management and Tracking. ? • Process Control of the Mixing Cycle./ • Control of the Bulk Weighment Systems. ? • Control of the Charging System. ? • Bar Code identification of minor ingredients used for each mix. • Trend Data and Step End Data Collection cf each process variable for each mix. ? • Material Usage Data Collection for each mix. • Integration of all collected data into a unified data base system based on Microsoft's Access Data Base. tT?a' S C.i?-2• -?J- I The system will p\rmIde the foll major functions for the Henschel mixer: • Recipe Manageme • Schedule ment d Tracking. • Bar C entification o or Ingredients used for each mix. • ment Prompting and king. pr?c? CCU S?cP Nt b! 'ru,rl? 3. SOFTWARE INCLUDED IN THIS PROPOSAL This proposal includes the following softw; re licenses: F370 Mixer • DOS 6.1 • PAWS March 1, 1995 Page 1 Proposal Number 4907 • DOS 6.1 • PAWS r HenschellVlixa? pOV., U,L 4. HARDWARE INCLUDED IN THIS PROPOSAL iT,+ iss?Pr?oPSal includes the following hardware: Amser r,I Mixer Operators Panel ,? ,^^ ? La, d • 80486 66 MHz Computer, VGA Graphics, Nehvorlin • Bar Coding Input 8. 340 Mb Hard Drive, 8Mb gam • NEW 12 Enclosure Bulk Operator Controls similar to New Ins * ingredients Control panel tallation C' L) v `/4?` nA•? S ???Ith Mixc• Operators Panel L.-140 P? r" 6 Y" ?y ' B R6 66 MHz Computer Bar Coding input , VGA Graphics, Networking, 340 Mb Hard Drive, 8Mb R • • Bar ' NEMA 12 Enclosure Bu Operator Controls Similar to New Installation Ingredients Control Panel $encrh 1 ?!_-•-- Mixer OPI& tors Panel .2 ? L rj., • 80486 6 puter, VGA Graphics, Networkin 340 Bar g ut g, Mb Hard Drive, 8Mb Ram ' 12 Encl ure S. SERVICES INCLUDED IN THIS PROPOSAL 5.1. OVERVIEW The services to be provided under this proposal are listed in . They include: • Conversion of F370 PLC Program this section to BTI Program ! • Hardware Design for retrofit of both the F270 and the F370 • • Assembly Generation Required Control Panels for the F370, F270, and Henschel Mixer i ! • System Simulation and Testing • System Start-Up March 1, 1995 Page 2 Proposal Number 4907 Final Documentation Training 5.2. CONVERSION OF F370 PLC PROGRAM TO BIT PROGRAM BTI will revise its standard PLC mixer program to run on the existing series 90/70. 5.3. HARDWARE DESIGN FOR RETROFIT OF BOTH THE F270 AND THE F370 BTI will generate drawings for the upgrade of the F270 and F370 upgrades. 3.4. ASSEMBLY OF REQUIRED CONTROL PANELS FOR THE F370, F270, AND BTI will supervise the assembly of all required panels. S.S. SYSTEM GENERATION BIT will generate the required PAWS and PLC software. 5.6. SYSTEM SIMULATION AND TESTING BTI will simulate and test the software, 5.7. SYSTEM START-UP BTI will provide staffing for the start of the system. Fach mixer has an associated number of hours that has been included upas part of the proposal, Customer requests for delays and rescheduling of start-up require four weeks notice to BTI. 5.8. FINAL DOCUMENTATION 5.8.1. 8emce Of 00m6on A final sequence of operation will be provided. 5.8.2. Computer ftwam Final documentation will include a description of proper program loading, starting, resetting, and configuration files. Source code will be provided for any "application specific" custom programs required to implement the scope of the final specification. Source code for the PAWS software toolset will not be provided. 5.8.3. apamfions b NUN Final documentation will include an operations manual for the configured system. 5.8.4. Magnetic Media Program tapes and discs used for software or documentation will be supplied. This does not include purchase: wfirwae}: (such as a word processor or a language package) used to view or modify the software. 5.9. TRAINING Production Operator Personnel: March 1, 1995 Page 3 Proposal Number 4907 A Production Operator Training to the requirements of this system is Prided (typically 4 hours), for up to 3 attendees is performed by the start-up team during the start-up period the , start-up services. Thus sessiiooM P 6° IMPLEMENTATION STRATEGY (6.1. F- PECTED ROLE OF CUSTOMER Carlisle SynTx- Ss is to provide access must to a designated contact person. This person be knowledgeable in the Process, and have the authority to make decisions on correct entrol operation. Additionally, Carlisle SynTec Systems is to provide to B17 sketches of required Process graphics. These sketches should include the Process flow. 91" isle R - Carlisle ystems is to review and return submittals in a timely manner. Any objections should be clearly stated in red on the returned submittal (scales, SynTec 's, etc.). Systems This will is supply, (scales, TCUCU within reason, a sample of the various field devices to eliminate interfacing problems and assist the testing. BTI will, to the extent Possible, test all interfaces prior to startup Within 30 days after start-up, Carlisle SynTec Systems is to compile a final The resolving of the items on this "punch list" will terminate this project. 6. L AM VAIof r Upon the issuance any invoice related to this project, a co Project manager. The invoice will then be routed to Carlisle SynTwill be sent via ax to the ec Systems as on requested the purchase order. It is th e project manager's responsibility to notify BTI immediately of any problems related to the payment of this invoice. 6.2. PROJECT SCHEDULE BIT will schedule all project-related activities in will be used a detailed Project Plan. This Project Plan be for work coordination and work product specification. The Project plan will submitted to Carlisle SynTec Systems for acceptance. B77 will undertake all reasonable measures to maintain the project schedule. Events beyond the control of BTI that delay the schedule which affect BTI's costs on the job will be considered as contract changes. The start-up schedule is part of the project schedule. Carlisle SynTec Systems delays in this part of the schedule require two weeks notice to B11. March 1, 1995 Page 4 Proposal Number 4907 11 Foc ""MM As an on oin i -= g t Part Of the project repo n be s?? mIM will maintain the current status of the Project Plan. Monthly written review, -ed upon request to Carlisle SynTec Systems for 6.3. PROJECT STAFFING After receipt of an order, functions of this project will be allocated to the staff of BTI, Contract Pricing and Terms 7• FIXED SUM CONTRACT PRICING Base Sv?tem Prime F370 Upgrade AO U F270 Upgrade SLQ2, w q S 5760 Henschel Mixer Upgrade $U '(T?s ?nl ust be purchased with 2 one ne of the above items) Start-Up Hours included above: F370 Q Jehours S F270 1 dd 4,% Hours Henschel Mixer SB Hours !as' S. BILLING BTI will bill the project in accordance with B n,s terms and conditions on the current Purchase order. 9. PAYMENT TERMS Payment will be net 20 days after receipt of invoice. 10. TRAVEL EXPENSES All out-of--town start-up expenses (including transportation) will be billed at cost plus 5 %. Automobile mileage will be charged at $.351mde. A complete accounting of all expenses will be provided. Expenses will be billed on a weekly basis. 11. FREIGHT TERMS Material is F.U.B. Shipping Point. 12. PROJECT CHANGES March 1, 1995 Page 5 Proposal Number ^117 All changes must be in writing and a corresponding effect in the contract pricing quoted. will be considered a change in the contract if any of the following events occur: • The scope of the contract is changed. • The system input/output requirements change. • Customer key project personnel change. • Any other significant contract assumptions change during the course of the project. • Schedule delay and changes. • BTI must receive a written authorization to make any design changes and will provide a complete accounting for the charges related to any change. 13. PROPOSAL EXPIRATION This quote is valid for 60 days from date of issue. 14. WARRANTY The manufacturer of the component hardware is solely responsible for the warranty of their hardware. BTI agrees to supply Customer correction of any errors in the system as soon as possible after notification to BTI by Customer of such errors for a period of one year from the date of installation. BTI warrants that the system shall perform as described in its sequence of operation for a period of one year from the date of system acceptance. Except for the limited warranty described in this section, the licensed program is provided "as is" without warranty of aa, kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. This Agreement embodies the entire Agreement and understanding between BTI and Customer and supersedes all prior agreements or understanding between them with respect to the subject matter contained herein. No changes or modifications to the terms and conditions of this Agreement shall be valid unless set forth in writing and signed by an authorized representative of both parties. March 1, 1995 Page 6 : 17171245-7197 CA-RLlSL '.MENDED PURCHASE ORDER AMENDED ( 7.M 9OULWARE DATE ALL INVOICES APIO 4E NO. 12/394-0313 12/21/ 941S36286 VENDOR SHIP TO SOULWARE TECHNOLOGY INC. • CARLISLE SYNTEC SYSTEMS 1 980 HIGHCLERE DRIVE 1295 RITNER HIGHWAY P.O. SOX 1339 GATE 02 BURNSVILLE. NN 55337 CARLISLE. PA 17013 enter our order as Der soecilMa9ons and conditions aiven. ATTN : MIKE ME IER LINE 06-04-04-01 $340,600.00 LINE 06-04-22- $111000.00 CHANGE ORDER 1l2: ADD UPGRADE T 10 HP PUMP AND MOTOR FOR OIL SYSTEM $20.00.00 ADD WSLnFD PIPE AND FITTINGS FOR OIL SYSTEM $1500.00 ADD COST FOR HARDWARE AND SOFTWARE TO IMPLEMENT TWO MINOR INGREDIENT WORKSTATIONS PER PROPOSAL NO. 4906 DATED MARCH 1, 1995 :280:00.00 COMPLETE UPGRADE OF CONTROL SYSTEM ON THE EXISTING F270 MIXER, PER BTI PROPOSAL NUMBER 4907 DATED MARCH 1, 1995 $95500.00 COMPLETE UPGRADE OF CONTROL SYSTEM ON THE EXISTING F370 MIXER PER BTI PROPOSAL NUMBER 4907 DATED MARCH 1, 1995 $77000.00 ACCT N 0000-2492-0000 ii ti 7 , I ADD HEAT AND POLISHER FINISH TO i 6 CARBON BLACK FEEDER SCREW $14100.00 CHANGE SCREW'LENCT14 FROM SFT TO 6FT. 6 0 434 $2604.00 I THIS PART NO. MUST APPEAR ON ALL INVOICES r r r AND PACKAGES ANY MATERIAL OVER 60 DAYS PAST DUE WILL BE REFUSED AND THIS ORDER WILL BE fONSIDERED CLOSED AT THAT TIME. E TO FOLLOW ROUTING INSTRUCTIONS RESULT IN FREIGHT BACK CHARGES. GINAL REVERSE SIDE FOR TERMS AND CONDITIONS R. E. WEIMER, Purchasing A9tnt v CONTROL NO. r 184829- EXHIBIT 8 irm11 =: FAX (7171245.7197 %MENDED PURCHASE ORDER 1?0 AMENDED 05/05/95 THIS P.O. NUM JT `7M BOULWARE OATS e.LL INVOICES ANC ONE NO. 12/894-0313 12/217;4 536286 VENDOR SHIP TO BOULWARE TECHNOLOGY INC. • CARLISLE SYNTEC SYSTEMS 12920 HIGHCLERE DRIVE 1295 RITNER HIGHWAY P.O. BOX 1339 GATE 02 BURNSVILLE. MN 55337 CARLISLE, FA 17013 om*n: ENGINEERING -REVIEW/SOFTWARE DEVELOPMENT $9996.00 PLC CONTROL/POWER DESIGN $3000.00 DEDUCT FOR SLAB CONY, BLOCK CONY, CHARGE CONV, LOAD CELLS -12635.00 ^oIGINAL PO 351600.00 C.O,*v 17065.00 C•O.71h? aa?400 I TOTAL $572"6,00 ,,NE M06-04-04-t1 $340600.00 LINE $06-04-22-0-1 28065.00 ++• THIS IS i 1 - I A CONFIRMING PURCHASE OR T R +++ DO NOT DUPLICATE i Site code "CARL" must appear on all invoiced TOTAL: 572665.00 THIS PART NO. 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H.M'1 Wwb wnaaw r n a,ry ..y mpolN • I aiacebhahn a PNr.w. . ?. 8 ivnTK SHIM1t A euaw corpOrH10,1 P013' S•7000: FAX (717) 245.7197 1T JIM BOULWARE DATE NE NO. 612/894-0 13 VENDOR BOULWARE TECHNOLOGY INC. 12920 HIGHCLERE DRIVE P.O. BOX 1339 BURNSVILLE, MN 55337 C men: I enter our order as per specifications and conditions given ACE%#940053-1 '25 1D Q? ?tv 5?7 1 ORDER SHIP TO • CARLISLE SYNTEC SYSTEMS 1295 RITNER HIGHWAY GATE M2 CARLISLE, PA 17013 ATTN: MIKE MEXER CHANGE ORDER M3 THE FOLLOWING: CHANGES TO P0_8 18331.S60 18331.56 I DUE 01/31/9 1- AbUTTTON OF MIXER GEAR BOX SENSOR 413.75 1- FILE SERVER UPGRADE 5342.50 1- OIL DAY TANK FILLING CONTROL MODIFICATION 4776.25 1- MIXER BEARING ANALOG TEMP MONITOR 1617.50 i- MILL MONITOR & MILL CONTROLS INTERFACE 0343.75 1- PAWS STATIONS AT WIGWAG STATIONS 4890.00 I-CARBON BLACK CHUTE MODIFICATIONS (MAGNETS & BINDICATORS) 1501.00 i 1- VARIABLE SPEED DRIVE FOR OIL CHARGE PUMP DRIVE 723.75 I 1- MONITOR HEAT ON BLACK SCREWS 197.50 1- CREDIT FOR THE PURCHASE OF CONNECT MOTORS FOR 6 CARBON BLACK SCREWS -1032.00 1- LABOR AND MATERIAL TO REPLACE 6 MOTORS -442.44 1 THIS PART NO. MUST f APPEAR ON ALL INVOICES AND PACKAGES ANY MATERIAL Eq SO DAYS PAST DUE WILL BE REFUSED AND THIS ORDER WILLBE ONSIDERED CLOSED AT THAT TIME. IE TO FOLLOW ROUTING INSTRUCTIONS _D RESULT IN FREIGHT BACK CHARGES. JF ]+ C CONTROL NO. RIGINAL AUTHORIZED SIGNATURE G? E REVERSE SIDE FOR TERMS AND CONDITIONS R. E. WEIMER, Purchasing Agant 194215 EXHIBIT 9 - ---^ _-- .- IIJ ITao Systems Canoes Corp"41% 009 a • 1 17010 1000: FAX (7171 2+5.7197 ORDER J•IM BOULWARE DATE INtbr.v. numonn ALL ALL INVOICES S AND E N0. VENDOR SHIP TO )OULWARE TECHNOLOGY INC. *CARLISLE SYNTEC SYSTEMS 12920 HIGHCLERE DRIVE 1295 RITNER HIGHWAY 1.0. BOX 1339 CATE 02 3URNSVILLE, MN 55337 CARLISLE, PA 17013 en: war our order as per specifications and < %NO. F.O.B. POINT 0241 SHIPPING POINT 1TUS TAX NUMBER X EXEMPT 21-0 SYNTEC PART NO. OT A PO C 01- 17,065.00 PO C 02- 204,000.00 ' PO C 03- 18,331.56 NEW TOTAL 9590996.56 LINE 06-04-04-01 ACCT 0 0000-2492-0000 HEAT AND POLISHER FINISH TO CARBON BLACK FEADER SCREW $14100.00 IHANCE SCREW LENGTH FROM 5FT TO 6FT. 1 i 0 434 $2604.00 ENGINEERING REVIEW/SOFTWARE IEVELOPMENT $9996.00 )LC CONTROL/POWER DESIGN $3000.00 DEDUCT FOR SLAB CONV, BLOCK CONV, CHARGE CONV, LOAD CELLS -12635.00 ORIGINAL PO 351600.00 1 THIS C.O. 17065.00 I NEU TOTAL $368665.00 LINE 006-04-04-01 $340600.00 LINE 006-04-22-01 28065.00 ORIGINAL PO $351600 C.O. 01 17065 THIS C.O. 204000 NEW TOTAL $572665.00 see THIS IS A CONFIRMING PURCHASE ORDER •ev I THIS PART NO. MUST 1 APPEAR ON ALL INVOICES AND PACKAGES : TO FOLLOW ROUTING INSTRUCTIONS RESULT IN FREIGHT BACK CHARGES. I IIGINAL REVERSE SIDE FOR TERMS AND CONDITIONS ACRNOWICOGE ORntR Al ONCC --COPY.A1tACIIED STATING IIAII YOU P:III `.:IUP ANY MATERIAL O ER SO DAYS PAST DUE WILL BE REFUSED AND THIS ORDER WILLBE ONSIDE RED CLOSED AT THAT TIME. rc y CONTROL -eU-lv NO. AVRI E IM910NATURE G 194216 R. E. WEIER, Purchasing Agent a"T? I " 1PURCHASE ORDER sy' PEI pm b? 1009. I - 77 e, PA t7017 'I L1S•7007 FAX 1717125.7197 JT JIM BOULUARE DATE ALLINVOICESAND 40NENO. 612/894-0313 12/21/941S35286 VENDOR SHIP TO e BOULWARE TECHNOLOGY INC. *CARLISLE SYNTEC SYSTEMS 12920 HIGHCLERE DRIVE 1295 RITNER HIGHWAY P.O. BOX 1339 GATE M2 BURNSVILLE, MN 55337 CARLISLE, PA 17013 Semen: w enter our order as per specftabons and conditlons gbron. ATTN : MIKE ME I ER IOOR NO. F.0 B. POINT TERMS SHIP VIA• 060241 SHI P N T 30 DAYS :STATUS TAX NUMBER TAX EXEMPT - 1 ADD PA. TAX WHERE INDICATED ? SYNTEC PART NO. UTY. ORD. U.M. 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Box 7000 Carlisle, PA 17013 NVOICE 6S';6 Dec :2, :i5: i I PM' i EXHIBIT 10(A) S'N? 1 i. 11( ?II ? E BOULWARE TECHNOLOGIES tltltl1/ III uu 00. BOX 1339• BURNSVILLE, N1N 55337 PH. 612.894-0313 • FAX 612 894 0316 .Ice: Fax: OLD TO: Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 `A. Carlisle W S36286 4:. 1.00 ?,:. . F. ?4 - • yr?'I II .. JICE 89785 NVOICECATE Feb 15, 1995 _Net 30-_Day@ Lrge System .fl . l r y ' pl'??i.:fL'ri: , , 4Y if ^• rJ_ :..:.. S ?: • ? e .:-MF: is ? ?1' _ y . ?L . , _ 5 ': ` _... ..yam Sa Invoice limount:-Received With Check No: 50 706.50 $r.706.50 ;ys: 0.00 $1,706.50 VIM YL VvYLT1 SF" EXHIBIT 10(B) ILVINI N BOULWARE C NO OGIES ? P 0. BOX 1339 • BURNSVILLE. M1IN 55332 PM. 612.894 0313 • FAX 612 894 0316 .ice: Fax: Ii. VOICE Y'VOICE 0A' 89796 Mar 17, 1995 _ ?9915' iol0 TO. Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 y Carlisle 536286 Net 30 Days DESCRIPTION 4?ig1-and'-Charge System 1.00 -; W-Days -After Date of ?M`T 43. i..... ?a r.w+: ruby ?1 _. •: ?.?. t n. IS.i.>r!?n..N,.i Z Jr Sales Tax :Invoice Amount id.With Invoice Check No: ? I y u m.. EXHIBIT 10(C) 3.00 ).00 3.00 0.00 s•:; . $73,733.00 W11 N HNOLOGIES °.0. BOX 1339 • BURNSVILLE, NIN 5533' PH. 612.8960313 • FAX 6128960316 Jice: Fax: OLD ro Carlisle SynTec Systems P.C. BOX 7000 Carlisle, PA 17013 Carlisle.. Check NO: IN VOICE 89812 .•.;JICE LATE May 15, 1995 EXHIBIT 10 (D) . u?o us. mcm? .50 7.00 0.00 $61,197.00 1 1111' r rilBOULWARE l INC WMMMMMMMM? P.0. BOX 1339 • BURNSVILLE, NN 55331 PH. 617.6940313 • FAX 612 894 0316 .ice: Fax: SOLO TO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 a.. 1.00 `A" ' r.- ;.aa> :' Alk ro 11w,a• ?? w. Y44VaS Check No: EXHIBIT 10 (E) 11,4 VOICE 89825 NVOICE DATE Jun 22, 1995 3.00 3.00 0.00 $114,533.00 Si p l ,W1111 BOULIVARE NOLOGIEr TE i l I C P O BOX 1339' BJRNS.ILLE AN 5533• PR 61289+0313 voice: -PAX 611 89, 0315 Fax: I SOLD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carl 536286 INVOICE 69829 Aug 9, 1995 rqe System 1 1.00 qU'MM- 11? r -C Y•?i x ,r v. a nr % Sales Tax r Total Invoice Amount t Received With Invoice Check No: EXHIBIT 10 (F) 00 -229,066.00 F.29,066.00 0.00 $229,0660 BOUIVE TECHNOLOGIES ??- M U L 39851 lErnl INC. P.O. BOX 1339 • BURNSVILLE, MN 55337 NO V PH. 612.8960313• FAX 6128940316 ?VOICE C47E 15, 1995 ice: Fax: SOLD TO Carlisle SynTec Systems P.O. BOX 7000 Carlisle, PA 17013 536286 ,l I «' mau v? EXHIBIT 10 (G) ILL' -1.-S.-LE c.l. ILLEGIBLE COPY [010]:Avj ILLEGIBLE COPY ILL' t-S-LE. - I i I ?? TEBOULWARE CHNOLOGIES P 0. 80% 1339 • BURNSVILLE, MN 5533' PH. 6128940313• FAX 612 8960316 ice: Fax: ;OLD ro Carlisle SynTec Systems P.C. Box 7000 Carlisle, PA 17013 536286 II. ?OICE s985o .ocE7A"E Nov 15, 1995 D6-off o,/o/ .t?'?. unaw L1?? \?, ,?v" J CYO 1 C 3' S w? EXHIBIT 10 (H) ?'J * ° if ?ITBLWARE C? NOLOGIES 0. BOX 1339 • BURNSVILLE. NIN 55337 PH 613 8940313 • FAX 61189+0316 .3ice: Fax: PTO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 * labowd, Im W. h-4 VOICE N` Qlc.E CA'p 89657 Dec 8, 1995 v4. -o'/ - oY-oi EXHIBIT 10 (I) y? P.O. BOX 1339 • BURNSVILLE, MN 55337 PM. 612.891-0313 • FAX 612894-0316 ice: ax: SOLD TO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 4/UlUr. 89858 Dec 13, 1995 CiCE CATE -' 1.00 K` t};'Rate) +.50 t 454.50 1.00 .14 101.14 o+ '.. 1.00 `•'. .59 126.59 1.00 „;-• z.some for Doug 4.85 84.85 1.00 62.20 62.20 1.00 X1.46 41.46 DEC 1 9le" a Sales Tax Invoice Amount ' - $870.74 Ie . ad With Invoice F 0.00 Check No: e $870.74 10 (J) sap- sap- uw vi• vY50m00 ` ?? ff BOULWARE NOLOGIES INC. tl 0. BOX 1339 • BURNSVILLE. A1N 55337 PM. 6128940313 • FAX 61:8940316 -ice: Fax: To Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 536286 IN ?OIC e JICE:A' 89859 Dec 15, 1995 6.95 ):00 Check No: EXHIBIT 10 (K) (<tR%pw1' i w ass Uri N C NO OGIES e `O. BOX 1339 • BURNSVILLE. MN 55337 PH 612.8940313 • FAX 612 894 0316 Ice: Fax: I ago ro. Carlisle SynTec Systems P.O. Box 7000 Carlisle, PR 17013 N ?OICE 89861 SCE :47E Dec 18, 1995 .28 .96 .56 .64 7.44 0.00 Check No: 7.44 :.a f 8dw.y' ?,m Y. EXHIBIT 101L) 010,nBOULWARE TECHNOLOGIES INC. ^ O. BOX 1339 • BURNSVILLE. MN 55331 PH. 617.094-03;3- FAX 612-994-0316 .,ice: ax: LO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle. i..'6!;!!!!t S36 IIY V %J1VV 0y00j ,;.rE Dec 21, 1995 r )q .67 o2J iIt17 .67 u 11•l!?Ilgiiiii:!i: 0.00 Check No: $1,7844 67 tdlgM* `ma s EXHIBIT 10 (M) ?II?'? IIII VI? INC. HNULUCiItD O BOX 1339 • BURNSVILLE. MN 55337 , I I1 I PH. 6128940313• FAX 612.894.0316 I.?w~ oe: JAN 2 a 1996 'ax: T? Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Jan 22, 1996 Y.0 CE DATE i r - ? ?Ja ,331.56 i ? •?`g. . r .1 Check No: $18,331.56 0.00 vga . $18,331.56 EXHIBIT 1C (N) s1m+ ? p?19 YY Y16?A) -o °.O. BOX 1339 • BURNSVILLE. KIN 5533' PM. 612896.0313 • FAX 6128940316 Ace: Fax: SOLD TO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 +^+iOiCE C47E Jan 23, 1996 Carlisle S36286 Net 30 Days 1 _.. DESCRIPTION Weigh and Charge System CARL: Site Code%. 1.00 .Start-Up S? . # ? p: VaFor r?T 7S+:.J?1V Y•` v?- ' te a' r r ;em 1Y,:-, M P x .; :. Tw _ , . QLy.o0o7L11 Sa -,e Total Invoice 11'?rs+ j Amount ;Received With , Check No: EXHIBIT 10(0) rae?ou.ra• ,???, ,?, 48 287.48 287.48 0.00 $1,287.48 slD ? GIES III ss?lllaul?? TECHNOLOGIES INC. s ^ O. BOX 1339 ` BURNSVILLE, NN 55331 PM. 612 894-0311 • FAX 612 894 0316 ice: Fax: OLO To, Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle ` 536286 1.00 1.00 il`?• f \ w ` Y. Net 30 Days igh And Charge System RL:.Site Code art-Up Services art-Up services . t= - . ? ,' Ica ,: w Gx_? ;Sa les Tax_ otal Invoice Amount' mount RBceived With Invoice Check No: Feb 5, 1996 412.50. " 16,412.50 #745.61:;..; ;,3,745.61 g . . 1 11 f_ \ 1 tf Yom. 0,158.11 0.00 $20,158.11 EXHIBIT 10 (P) slm 1116 IIII III7IN CHNOLOGIES X1 P.O. BOX 1339 • BURNSVILLE. h1N 5533 PH. 612 894 0313 • FAX 612 894.0316 ice: Fax: SOLD TO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 1w Y VIV L.. 07.1 , - ZQ15' 20, 1996 pp1 ' :C?CE CaTE ,fa. f ? ........................ 1.00 1.00 .l. Check No: 30.00 25.72 L4,555.72 ?t0:00 $14,555.72 EXHIBIT 10 (Q) 910' Net 30 Day$. +. ., 1.. . Carlisle :I 536286 1 EC HNOLOGIES ? IIII IIII? 1 IN C. P O. BO% 1379 • BURNSVILLE. KIN 663 PH. 612893.0313 •; "•lC.CE ?a? Ap r 15 , 1996 AX 612 894 0316 ice: dx: D^ ? SOLD 1 70 Carlisle S ynTec Systems P.O. Box 7 000 L- Carlisle, PA 17013 _._. ?Ci61u -- Carlisle PAYMENT TERMS Net 30-Day s: I s , 1.00 CARL SITE. CODE } OR AND MATERIAL ' FOR THE . 309 37.0 ,MIXER''CONTROL STARTUP .00_ AS ". -40 .00 00 OR 1?HIF MATERIAL FOR THE L n 370::) CpOL. STARTUP 027.33 AS ' .02 .33 . . 3- t YFtf. V 1 ! r y L ,; .3 .' i SYY- -I f Y An.. j $ / ?i' r W! 1 4 f am ? ,1L L :. . i ••' Y -40 Sales Tax:;^ '::°TOta1 Invoice Amount ' :.Amount Received Wi th Invoi ._ ce ' 6.33 . 0.00 Check No: $ I ?3 6.33 p??.?? 3*9W Ld V,•O UL Y.Ygbp BOULWARE TECHNOLOGIES 111 INC. P 0 BOX 1339 • BUR%S'.0.LE N4% 5533' PM 61289+ 0313-PAX 612 ?9+3316 'nice: .ax: ® o Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle S3628 Ship To: CARL: SITE CODE 1.00 REPLACEMENT MEMORY 4MB 120.00 MMF 1X36X70 1.00 FEIY EX PRIORITY OVERNIGHT 18.30 9211 of y? -?--- z 4a - q 4cxtS`s Check No: INVOICE 89898 :N.GCE 0>-E MAY 13 1996 5/6/96 1 Subtotal SaFes. Tax Total Invoice•AZLOunt Payment Rived T 120.00 18.3® 138,,30 $138.30 0.00 $138.0 1 .t*pjff4. 11.:«s EXHIBIT 10 (S) y~ ?la TECHNOLOGIES r _ INVOICE , ?? INC. 89899 P 0 BOX 1339• BURNS•ILLE V14 55337 .`CE PN6128940313•FAAi12a9+03:6 MAY 136 5/6/96 ? Voice: Fax: 1 OLD i Ship To: TO Carlisle SynTec Systems f, P.O. Box 7000 Carlisle, PA 17013 CARL; SITE CODE 1.00 REPLACEMENT COST FOR INDUSTRIAL NEMA 12 COMPUTER FOR MINORS STATION (MINUS MONITOR AND KEYBOARD) 1.00 CREDIT FOR SALVAGED PARTS: POWER SUPPLY, FAN, HARD DRIVE, BRACKETS, CABLES 1,450.00 315.00 Subtotal Sales Tax Total Invoice Amount 1,450.00 O -315.00 1,135.00 $1,135.00 Payment Received 0.0 Check No: T $1.135. EXHIBIT 10 (T) 1-:1 C 1 ,-A 13_oV- 07 90021 O. BOX 1339 • BURNSVILLE. MN 5;337 -? ?= - OU0 )L(I 2N 61DB9L0317•FAX 617894 0315 3/24/97 ice: .x: 1 -LO Ship To: Carlisle SynTec Systems Nr7 J P.O. Box 7000 Carlisle, PA 17013 Carlisle S36286 .i .:? 44 ` SITE CODE: CARL " 1 1.00 "'' :=:HIRER UPGRADE DESIGN ? 1 . , ? 11,050.0 - WfAMIM • IINO? 11V. . ?.C7. ?o r?er ?+??55 `sue a"Th?S' % r ,? SJme_yh?t`? t ;tiff _ total `'' Sa kes Tax ?r •d "- Total InvoiceP,mount Payment Received Check No: EXHIBIT 10 (0) 050.00 1,050.00 1,050.00 0.00 $1,050.00 SFO i 0. yBOX 1339 • BURNSVILL6, M, 5533' 1C 5'2 294-0313 • FAX 612 894 0316 .X: o Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 UUA I J •s_ a : i? ?auv vasmu Check No: $723.03 EXHIBIT 10 (V) "'01 ?0030 3/31/97 Ship To: APR j . iy9T 3.03 723.03 ;$723.03 0.00 1 4 IIII IIII TECHNOLOGIES INC. ' 0. BOX 1339 • BVBNSwILE. %IN 5533' f84 Y 899 0313 - FAX 612 99+0316 dX: :0032 Ship To: I ??° Carlisle SynTec Syscens P.O. Box 7000 Carlisle, PA 17013 '' ..Y. 1.00 t M ' ' -- vii- . CARL rl> EXHIBIT 10 ITE.CODE: sy>MISER UPGRADE DESIGN ,E k.s ? , tit{ • . ? `? . . tV va? a ? 1 lu ;? 't T .J f ?yit?yC {F y y Y~• tom. s, ,>'i.? i i[ r H CZ V^ ? ?J a ' x.? Y 'T Wl•?• c l Invoi Tota ?ay.m?tc'?.?j + E Payment Check No: • 235. 235.00 X235.00 'SC • . T?235.00 g:. 0.00 $1,235.00 SF" ? M 11 111111f,CC NOLOGIES I e 2 O. BOX 1339 • BURNSVILLE, Y% 5533' L?C e6 ) 2 89+ 0313 • F A X 612 994 0316 ux: 0 Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 ? ,- 1.00 iy '. . }ITT-:?.. E;. Shio To: G 90039 ;/12/9' 1 CODE: CAR L UPGRADE r DESIGN 272.06 ;272.06 z V I , H/ 7 f.. rl { c in '} ?' ° Y S :. y otal 272.06 . r • S ? ..:= : f° 06 272 2 Total Invoic e ount . , Payment ceived `' ` 0.00 Check No: T $2,272.06 EXHIBIT 10(X) ' SFD L' ' Idepul'Q, : cuu v.. O. BOX 1339 • BURNSVILLE. MN 5533' ,.H 612.891.0313 • FAX 612 89+ 0316 0- ..I ice: ax: 90044 ;/21/97 i¦ :O0 Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: 2,015.00 2,015.00 Check No: EXHIBIT 10 (Y) b 0.00 $2,015.00 51H tl BOULIARE '1?$ All TECHNOLOGIES 111 111 tllll?? INC. P.O. BO% 17]9 • SUANSVILLE. MA $ill' 'Oi "end'89*" 13 - FAX 612 894 0716 'ax: INVOICE 90047 4/28/97 1 • Ship To: MAY '37 LD Carlisle SynTec Systems 0 P.O. Box 7000 Carlisle, PA 17011 i i 55 65 00 6® EXHIBIT 10 (I) 5i09 ?? ..+n u>A v.cmss ?IMU 1H TE-CHNARE ECHN0l0Gli" INC. I.O. EOX 1339- SUANSVILLE MN 5S331 V O1cB'7 094.031) - FAX 612.696,116 Fax: SOLD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 1PNOICE 90049 (NVOICE 0A1E 5/5/97 1 Ship To: Carlisle ......... 536286 Net 30 Days SITE CODE: CARL 1.00 MIXER.UPGRADE DESIGN 2,725.00 2,725.00 Subtotal 2,725.00 Sales Tax Total Invoice Amount ....$2,725.00 Payment Received 0.00 Check No: $2,725.00 EXHIBIT 10 (AA) I tl BWLWARE INR All TECHNOLOGIES 111111111111??? IIIIIIii INC. 0 P.0 BOX 13]9• BUAYSwLLE. tilt 5537' Vo f641J 8940)19 • F4% 912 69A 0316 Fax: DLO TO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 MAY 1 199 Ship To: INVOICE 90052 5/12/97 1 i i < EXHIBIT 10(BB) 5 I? 5 I j 10 i *PON' L' YYSALf S'" jEll,'111111111l TECHNOLOGIES INC. P.O. BOX 1339 • BURNSVILLE. NIN 5573" .PH. 612 0940913 • FAX 612 894 0916 oice: rax: I BOO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle 1.00 do-; _ y1. .Z. \li•' lLtn. Total Pa Check No: EXHIBIT 10(CC) rAc TAA S36286 Ship To: l"' SITE CODE: CARL `F? START UP SERVICES + ys ? 4 Wk!'D[ h K r v 4e+:ovl,,:rrtr• e. .C` INVOICE 90064 C-C.. DATE 5/27/97 1 iI 1! 7 ,= 00. 460.00 1 .460.00 $460.00 0.00 $460.00 ¦ 0 „p v? SFD I111Ir IIII IIII1INC. s ' O. BOX 1339 • BURNSVILLE. h1N 55331 ' 1 H 1.2.894.0313 - FAX 612 894.0316 X: Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle ? ./K 1.00 aR'- 1 .,.: ti.. . e a. y- ?y\ayvv1^^1 ?j fS: ?JY ?S . Y'.. Total Invoi R{ Payment Check No: EXHIBIT 10(DD) INVC v7- Ship To: ?0069 6/2/97 1 0 810.00 810.00 $810.00 0.00 $810.00 ?s 11 SyMnTK Systems of Centsle Ca,po w x 7000 ,. PA 17010 45.7000: FAX 1717)245.7197 :T .,nE NO. / DATE 04ie1 996 VENDOR 'BOULWARE TECHNOLOGY INC. P.0 BOX 1339 BURNSVILLE, MN 55337 -omen: Is enter our order as per 002 N0. F.O.B. POt PF STATUS AX EXEMPT SYNTEC PARTI ations and Conditions I .. ACE•1111940053-1 URCHASE ORDER SHIP TO •CARLISLE SYNTEC SYSTEMS 1295 RITN-eR HIGHWAY GATE M2 CARLISLE, PA 17013 M I EA PROVIDE LABOR. AND 20000.000, MATERIAL FOR THE S370 MIXER CONTROL STARTUP AS REQUIRED. NOT TO EXCEED 20,000.00 j. LINE N13-04-06-00 ACCT k 0000-2492-0000 20000.00 DUE 04/15/9 I Site code "CARL" must appear on all invoices' TOTAL 20000.0c E REVERSE SIDE FOR TERMS AND CONDITIONS FAILURE TO FOLLOW ROUTING INSTRUCTIONS COULD RESULT IN FREIGHT BACK CHARGES. vniwiit::. • fka:-, .? i:F???ia___....::..._ , ... ? ...-_ c:?:o L:=. '_ r, CONTROL 4 NO. AUMORIZED SIGNATURE Cl t? R E. WEIMER. Purcnas>.ng Agent 19817 ------------- EXHIBIT 11 •C: TERM! AND CONDMONS 111 Or swv *W w by • wl1n0-6 .8ea w of Wwv S 1 ¦ Mr.awaal .o 6/ Me VI S as v tivi ' a nrbnana a pa rlwly No wma v M .No YY to l ro r iam" an l ." aM0 A W CsqMr m Or b on nprslarl d a'11 NWW 610 ' b" 0 tPirn a ' µ arCar ISM M br11Q y WOO, on gKllabr yI(IH aaPIOYI/ anapak 11 wt" la haaaa. ..:. ?.. ,. 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MN 55331 PH. 812.894-0313 • FAX 612 894-0316 Voice: Fax: SOLO T0. Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 APR 1 6 1996 Check No: INVOICE MV'OICE DATE F I l 97.83 0.00 $5,297.3 >?• ?a# v? EXHIBIT 12(A) s.na 89892 Apr 8, 1996 U11TCHNOLOGIE' P.O. BOX 1339. EVANSVILLE. MN !3337 PH. 612-991.0313 -FAX 613.891-0216 - voice: Fax: SOLD To: Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 I Iy.VOICE INVOICE CATE: 89894 Apr 15, 1996 r . Cr . - IrllslzVes,'. S39785...._.. N6t`, ? 1 I` I "•_. l i 114.M1?i"•4J]J,1 CODE 1 1.' A 1.00 ( 4 tAL' FOR THE 9. 309.00 09 0 I "COMOL' STARTUP AS 1.00 !1 ($ATERIAL. FOR THE ,027.33 0 7.33 CONTM- STARTUP AS v r. 1 1.1 f ' M. fka X91 I JJP { ! I j51 9RRR I 1. ' If+t r '? I h 1( ,. BSI ry ., ? r. a .. II 1 TJ !I F / rr _ ...... _ J X11 { k? 6 fin' ;I ; r ` ??JJ 1 '! 'I?S'1T$ EI tt1Y ?br , ?... r ..t 7f+A N9 J. . qy` 1 Sales Tax - Total In_v_oice Amount 1 3 33 i, urtt Received With Invoice k^ O.oo Check No: Carlisle SynTec Systems --"-.---- PAGE 1 61616 xo nTw Co a wonor Carll9Ia la Coryoranon U ).Boa 7000 RCHASE ORDER EXHIBIT 12(B) 6 unv7X'=&5 \ P.O. BOX lm-BURNS iUL NN xw Voicl!" "a•PAXou•e4-03ie Fax: SOTO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: 89896 WNCi E N.7g 1/22/96 1 Carlisle:•, Net 36- Days CARL: SITE CODE 1.00 LABOR AND MATERIAL FOR 1.?638.12:....._,1,138.12 THS:S370 MIXER CONTROL •• STARTUP AS REQUIRED . 1.00 LABOR AND MATERIAL FOR 217.63: 217.63 ...... .... _-=Z3Z0_.MIXER CONTROL .... _.-.---._ STARTUP AS REQUIRED EXHIBIT 12(C) BOULMARE TECHNOLOGIES 8711NC. FO BOX 1339• BURNS`'LLE. MN 55337 O .PH 612 894.0313 • FAX 64 6940316 11P?? ^ ice: ax: INVOICE I 89902 t N%01CL 3A 5/20/96 1 Ship To: MAY 2-3 1996 ro Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Check NO: v a +u.m w v.®oeF EXHIBIT 12(D) 871SM IES P.O. BOX 1339 • BURNSVILLE. " 5537VofeL?B9A-0313 • FAX 612.89+ 03.5 Fax: :LO Carlisle SynTec Systems Ship To: IV ro P.C. Box 7000 Carlisle, PA 17013 Check No: EXHIBIT 12 (E) RP ,.?., v I"'VOICE 89935 . CE Ca'E 8/12/96 1 071 BODUNARE INC HNOM ES PO . BOX 1338 - BURNSVILLE. MN 55331 ` PM 612.894-0313 • FAX 612894 0316 - ' rice: 3X: Carlisle SynTec Systems P.O. BOX 7000 Carlisle, PA 17013 t i 1 Check No: INVOICE 89940 r..vo:cE ca ; 8/23/96 1 Ship To: SEP 4A,, ti EXHIBIT 12(P) 7.73 00 $5,060 1._ v? 7.0 11,311IIII INC.BOULWARE NOLOGIES P 10X 1339. BURNSVILLE. MN 55337 _§tt.891.0313 • FAX 612-994.0316 a?t 1 o Carlisle SynTec Systems o. P.O. Box 7000 Carlisle, PA 17013 Ship To: INVOICE 89945 INVOICE DATE: 9/13/96 1 i It ., ..?11F7IA' it t. .EY,q? 'S t}'Y? 7 Itis.'7 ;., p0 '+ ,iF 6t ,I771S'?' '??CfR AND 1 ' r= SETART-UP AS 7 ??r1la''. 1 00 1 a° R 7aND i "a7 aiLHE 8370 I>•j 1 START-UP AS •4i ?- 7? :• I C ,f "J1 3;'{? .p 7llt ?A?irpu j ? rig , nnl.",rtti ra 7?, , ?tv IFS ? tui 'L?{ k M rill t p"M pli: 5 =,c? - t d 7 M', RI r YY al ' 'rY 44Total Invoi '!4 s i I" .i Payment Check No: EXHIBIT 12 (G) 1t?F??• ,n:.Y Yu5M1 ,s X2.1 251 . ?Zi. 25 ? ?F15.93 75.93 3• t ?? ., 1 :. < r 'a I I Is ri 1 Eal 41697. 18 Paz ant 697 18 . i x- q .ed V ? { ? 0.00 1 $4,697.18 t i' SgfM j L SOULNOM INC. TECHNOLOGIES P.O. aWEX 1739 • MNSVILLE. MN SnV , voiFUF-04V011] • FAX 072.0$4.0316 Pax: ;01n Carlisle SynTec Systems TO' P.O. Box 7000 Carlisle, PA 17013 Ship To-. I^ VOICE 89948 INVOICE DATE: 9/19/96 1 q/3 `;- 3 EXHIBIT 12 (H) • I i? I TECHNOLAGIR, If 1 O l C E INC. 89961 INVOICE OXrE. P.O. BOX 1339• BURNSVIIIE, MN 55177 Vofp&2-894R113•FAX613d34W1s 10/10/96 Fax: I SOLD Carlisle SynTec Systems TO'. P.O. Box 7000 Carlisle, PA 17013 Ship To: Y II. ..I 01111 EXHIBIT 12 (I) =NUM, . P.O. 801(1300. AURNYVRyQ. MN SS3fl -_? V0 fLV'd11.00L0213 -FAX 012.e0A.Uls pax. SOLD To: Carlisle S YnTec Systems P.0iBox 7000 Car SIG, PA 17013 wqm I I mm .'r Check Ho: Ship To: INVOICE ^ 89962 ?h wiOE OAT@ 10/14/96 1 EXHIBIT 12 (J) Wa 91-60 I 13 T" 1n reeraied roc': 17013 000: FAX (717) 245.7197 .r _ " . PURCHASE ORDER --? i _ DATE THIS P.O. NUMBER MUST A0I-.. ...IOULWARE TECHNOLOGY RINC. '.0. BOX 1339 IURNSVILLE, MN 55337 ,n: order and conditions NO. CE #940053-1 INT ABER 1-01595 CITY. ORD. 1 SHIP TO . CARLISLE SYNTEC SYSTEMS 1295 RITNER HIGHWAY CATE •2 CARLISLE, PA 17013 w1- I- n'_11I EA THIS PO IS TO COVER 32000.000 ON GOING START UP COSTS ASSOCIATED WITH THE COMPLETION OF THE 8370 MIXER, MANUAL COMPOUNDIN SYSTEM AND INFORMATION SYSTEM. COSTS COLLECTED BY THIS P.O. BTI INVOICE 89945 $4697.:18 BTI INVOICE 89956 $6312.26 BTI INVOICE 89961 $490T.93 BTI INVOICE 89962 (MODIFIED) $00.001 ADDITIONAL ANTICIPATED START UP COSTI NOT TO EXCEED 32000.00 LINE 013-04-06-00 ACCT • 0000-2492-0000 THIS IS A CONFIRMING PURCHASE ORI 00 NOT DUPLICATE 1 E70END- ED-----PR 32000.00 DUE 11/27/96 i $16082.63 R •a• I ' i I - i r Sit• Code 'CARL' must' appaar On all invoicssl TOTAL: 32000.00 EVERSE SIDE FOR TERMS AND CONDITIONS .URE TO FOLLOW ROUTING INSTRUCTIONS i 1 ' )LD RESULT IN FREIGHT BACK CHARGES. '' -• _ _. ._ ___ __ _. ____, ORIGINAL - MSO S, IF APPLICABLE, MUST CCOMPANY ALL SHIPMENTS J CONTROL R. L. WEINER,?PUrchasin0 Ayant 1v ZOtS074 EXHIBIT 13 Ma '• TERMS AND CONDMONS .-- (1) TPA aAw bi=n • b11W1p MOMMY m n WI1m sW IalP1 11A talon a 4 AVOWW M allw wlW In tAAaMOPIrII W M AmW111rumm of pPtoo . 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IN, 0111.114 II 1'o n1y'aw w IK 1r.nx ra v WO rrlfuWl sn0 rJ W 0 Wa.1'.r0l a Sao I .M1•.'r 1.•N'e.. r. Vt .al m>:.4 !AW1 .irmr.ll.r ar.1A P: Jmr t i t r 14 ® ?. 0 80% 1339 • BURNSY4LE. M1IN 5537 fad?-891 0313 • "X 612 99407'6 x: OC' I' 60UL1NARE INC. Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 INVOICE 89956 10/1/96 1 Ship To: 1.00 1 ¦ vy'.,ro.u Y16Ll1 TECHNOLOGIES Check No: EXHIBIT 14 (A) 76 ) ' t o? i .26 .26 0.00 $6,312.26• srna Ij l fbm?. BWLWARE TECHNOLOGIES INC. 0 BOX 1339 • BURNSvILLE M4 5533' , f8d? 894.0313 • FAY 513.994 031 6 Ix: Carlisle SynTec Syste-Is P.O. Box 7000 Carlisle, PA 17013 INVOICE 89980 rr? 11/16/96 ._6 1 Ship To: if t r? .mo a. v?e,ypy sraoi ? WULWARE TECHNOLOGIES INC. P O NNBO55X 1339• BUA?S.4_E \ry 4513' Vo 1Ce ., 994 0313 • -Ax 6': ?94 JPS Fax: INVOICE 89995 1/10/97 - 1 -o Carlisle SynTec Systems Ship TO: P.O. Box 7000 Carlisle, PA 17013 EXHIBIT iq(C) S <I 7-* 1 i VANb* .M,'u vw?' S IM BOULWARE TECHNOLOGIES INC. mnmmmw? a? P O BOX 1339 • BURNSVILLE. NIN 5533- .0f841;.894-0313 - FAX 612.994 03'6 'ax: Ship To: '? Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 INVOICE 90022 3/24/97 1 MAR .3 1 `997 EXHIBIT 14(D) V° NW'd' .•?.u vwum, E 0 0 0 ;1 i EIOULLVARE II IN CUHLWN GIES PO BOX 7339•BURNSVRLE. MN 56777 VolCe;2-694 0313 • FAX 612.$94 0 316 Fax: SO TOLD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle INVOICE' 90029 .Jtic _a'_ 3/31/97 1 Ship To: SITE CODE: CARL MUM -UP SERVICES /t7 M mod' Check No: Total Invoi Payment 723.03 723.03 i $723.03 0.00 $723.4 EXHIBIT 14(E) SOULWARE TECHNOLOGIES INC. lmw? ?.0. SOX 1379.0UgNSVILLE. UN :6337 PH. 612 994 0313 • FAX 612.891.0310 o1ce: 'ax: Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: WY01CE 90033 N':OICE DATE 4/7/97 1 Carlisle . S41424 ............... ....._..... . Net 30 Days SITE CODE: CARL 1.00 START-UP SERVICES 1,235.00 1,235.00 c JUISU?v1 Subtotal 1,235.00 Sales Tax Total Invoice Amgynt $1,235.00 Payment Received 0.00 Check No: $1.235.00® EXHIBIT 14 (F) Mwd' •.mam .Y1om. ;;;,v, EMLWARE TECHNOLOGIES 11 MM. PO BOX 1339 • BURNSVILLE. MV 5533' 70ilddu 8940313 • Fax 61: 994 0316 'ax: p Ship To: :o Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 INVOICE 90038 4/12/97 1 ArT • :272.07 • 2.07 Check No: 1 272.07 0.00 $2,272.070 *WW .+c.u vu.ma EXHIBIT 14(G) sln BOULWAPE TECHNOLOGIES INC. MwMMwMMMwwMM? P 0p BOX 1339 • BURNSVILLE W, 55337 O 894 0313 • c4X 6'.: 393.)316 ax: Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: INVOICE 90043 C+CE 4/21/97 1 i e APR 2: 1y97 Check No: 15.00 15.00 0.00 $2,015.0 EXHIBIT 14({{) U ? ITECU NMOGIES ?NNNNN 9999?I?, ?, -- P 0 Box 1209 • BUq.?S`•aLE MM1 5573' PH. 612 894-0713 • PAX 612.991.0715 loic: 'ax: ro Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17011 Ship To: INVOICE 90046 4/28/97 1 i • 5 5 0 EXHIBIT 14(I) sr" III TESOULWARE CHNOLO , ?? 141101 Y9'?i 1'ECFMOLOG{'' INC. P 0. 00% 139• BURNSVILLE. MN 55377 Vo fadud9?•0717•Fq 617.891-07IE Fax: SOLD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: IA'VOICE 50050 INVOICE 0.'!. 5/5/97 1 Carlisle ' "" • S41414 ... ""` Net 30 Days UNIT PRICE '-XTLNSIOII SITE CODE: CARL 1.00 START-UP SERVICES 2,725.00 2,725.00 subtotal ... .. 2,725.00 Sales Tax Total Invoice Amount $2,725.00 Payment Received 0.00 Check No: $2,725.00 EXHIBIT 14(J) vr.e r? awr, ..s» BOLILWARE TECHNOLOGIES Irri INC. PO. BOX 1339 • SUANSNLLE %IN 5533• PH. 617 891,0313 • FAX 54 89, )315 to ice: ?ax: I LO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 ;;g7 MAY IV Ship To: INVOICE 90053 5/12/97 1 I 0 4 a e EXHIBIT 14(K) -A In d* .. .'.L DY1111.1 sr TRH Exmoor 1111 111111 IINI.. 0. BOX 1339 - BURNSVILU M, 5533' 1 H 612894 0313 • FAY 6'349+.0316 ax: 70 Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle I' 1.00 8 - 'x,:. I^:. Li- K' I? Ship To: 90057 5/19/97 1 ,Vet 3o,:Days j CODE: CARL -UP SERVICES 395.00 395.00 tin A •f /y f .S/ry{rf? r O Q4 / '''?!r>> .;Ai?yy RYX:1 ,.. r! Total Invoi' Payment Check No: EXHIBIT 14(L) `ti tal 395.00 Tax unt R ?' $395.00 ved 0.00 M $395.00 ¦ WMMI?y? li lu Y.. slB BWLWARE TECHNOLOGIES -? P 0. BOX 7379•BUR.v SV4LE. ?UN 55777 V o fedu-69a 0713 • FAX 612 99+ 0316 Fax: io Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: EXHIBIT 14(M) INVOICE 90063 5/27/97 1 juk :Ix,97 dorm* ?^ 'u VVSD]D1 Sl19C1 C1 I 0 0 0 a ¦I. , M TECHNOLO BOULWARE 1 WCCHNOLOGIES MMMMMMM? S1% 5577' ?_- P 0 HBOX 1119 • BUR<S'.RIE 01PCe?"0111 • pax 61: 89, 07'6 ax: JUN INVOICE 90070 6/2/97 Carlisle SynTec Systems Ship To: P.O. Box 7000 Carlisle, PA 17017 Check No: EXHIBIT 14(N) 10.00 0.00 $810.00 S. nw Illllr IIII 11119 INC. Mffimwm? ° 0. BOX 1339 • BURNSVILLE. AW 5533' L 084 1?-894 • PAX 612 894 0316 rax: 90088 7/7/97 1 M OLD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: 620.00 008.05 1[?,-628 628.0 5 .05 -; 0.00 I .?n9 V1. W. Check No: EXHIBIT 14(0) 4,$2,628.05 5. 1111 P.O. BOX 1339 - BURNSVILLE. MN 5533' `P2f.5j2 8960313 • FAX 61289- 0316 X: To Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Check No: 470.00 767.78 MXr237.78 1,237.78 0.00 $1,237.78 EXHIBIT 14(p) srsn 8111pW'd' ".ww . 9UO90 7/14/97 JUL 2'' 1221 1 Ship To: 111111 1111 IIIII INC. 0 0. BOX 1339 • BURNSVILLE, MN $533' PCgj2 894-0313 • FAX 612 894 0316 ^ e y Ship To: To Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 OUANTITY ITEM Nl 1.00n.. 3•: N ?y" I."'. 'alma TE CODE: CARL M. AND MATERIAL FOR )GRADING THE EXISTIN L7.0-AND F270 TO THE Z CONTROL SYSTEMS " -oy a 6 -ao l? 4 t r' 7%. r.. Pa Check No: EXHIBIT 14(Q) 90107 8/4/97 1 170.00 170.00 Y: $170.00 0.00 $170.00 Vi ? a P O. BOX 1339 • BURNSVILLE NN 55331 i &eW 2 894 0313 . Fax 612 894 0316 x: ln. A 90110 6/11/97 1 '0--o Carlisle SynTec Systems Ship To: P.O. Box 7000 Carlisle, PA 17013 ?? y?l l ?/l 7 ^ v ci - j (-J U .=.- 1.00 1.00 ¦ tSbwid. '... v.rsmm, MATERIAL FOR :THE EXISTING P270. TO THE NEW AL SYSTEMS MATERIAL FOR THE EXISTING F270 TO THE NEW Q? ?mi. ``.. ; Payment Check No: EXHIBIT 14(R) .310.00 157.44 310.00 157.44 C: L1 P-467.44 A'q•' x$467.44 0.00 $467.44 SF z L i 15 i i .r 1 y 1 SynTec Incomoraled :R 7000 PA 17013 45.7000: FAX (717) 245.7197 N'1..., r :)NE NO. / ? - = :ATE7 9 T VENDOR BOULWARE TECHNOLOGY INC. P.O. BOX 1339 BURNSVILLE, MN 55337 amen: e enter our order as per so( oR NO. F.O.B. POINT !60241 SHIPP' ,TATUS LAX EXEMPT SYNTEC PART NO, 0 ORD. I U.M. 1 PRICE 1 EA TIME AND MATERIAL 45000.000 45000.00 ACE 4940053-1 FOR UPGRADING THE DUE 06/18/91 EXISTING F370 AND F270 TO THE NEW BTI CONTROL SYSTEMS ITEMIZED BREAKDOWN OF ALL INVOICED ITEMS INCLUDING HOURS BY EMPLOYEE AND AREA OF PROJECT WORKED ON ARE TO BE FORWARDED TO MIKE MEIER FOR EACH INVOICE SUBMI TTED NOT TO EXCEED 4500.00 LINE 06-04-22-01 ; ACCT 0 0000-2492-0000 4 CYfrtrAU?- 9007 - 960 to 8yo•oa 7 9oii? A/(0 4 008 - iA64 .ou Yo/zr? - 70. 0 gook- a?a8•0 5 ?9Di31 7D• oa 90090 - X37• / ?oa96 - , Je'6' 9U/Ua - /yo. D D Site code •CARL' sus REVERSE SIDE FOR TERMS AND CONDMONS PURCHASE ORDER 74IS P 0 NUMBER ROUST APPcAR ALL INV01CES AVO PACKAGES SHIP TO • CARLISLE SYNTEC SYSTEMS 1295 RITNER HIGHWAY GATE 02 CARLISLE, PA 17013 Sear on all it a6,Rz3..26 1 TOTAL: 45A41-6 11LURE TO FOLLOW ROUTING INSTRUCTIONS OULO RESULT IN FREIGHT BACK CHARGES. ORIGINAL - MSDS, IF APPLICABLE, MUST AC :.PANY ALL SHIPMENTS ?L. CONTROL AUTHORIZED SIGNATURE NO, R. E. WEIMER, Purchasing Agent ]d?y? 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Tay Prltn\" OI IT „W'pw .+' 1,w !'?ri4l.rp 0' WO C4lA:JMf fns N M k "tY.aIG1 M ],aM'y NDVy Hbvay e: m a"ry war ma:h aaGV1 uamrdnall. ? 1•.Mnr. 1131 I'7lM'.+'Y 4n[a 1W tarn A [. pw"ANNI Vb pyo of by -,A a nt ,jr a'"a oar, SO", wt N, I.e.r'r'ar1 n Il Ptekl all ?" N 'n',ywne0. Ier 111 4y. 1['I'l a 1Nl? . '1 16 _ TECHtJC.OG! TECHN LOES I WA101 C E eFri:; ? l la:?' III( 6_ INC. ?t y 90053 F 0 BOX 1333. O.JANS%LLIE X•`. S;3 Ihl i .,;07 ( "-'-- - P? 612 BSA 0313 • Fix 612 6SA C3'6 5/12/97 Voice: Fax: 1 1 O.0 Ship To: TO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Days Lam' C 1 Y 1 3. Y C rt% CAM &)`' ICES :.75.0 2'1275.00 -566.3 k 966.34 C LA 1 era F I .,..lm::Q:.:h', .. 1. ?l 31241.34 ' Sotal Invoi t :',241.34 PzyLcnt 0.00 r)1? 241.3 $3 Check No: , EXHIBIT 16(A) srt? I III riii11111 CC NO OGIF PO. BOX 1339•BUURNSVILLE. MN 55337 P21e6j 2 894 0313 • FAX 612 89+ 0316 ..X: ' SO TOLD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 4 ?,. 1.00 1.00 ?i Ship To: NVOICE 90075 6/9/97 1 CE CODE:.CARL ME AND-MATERIAL FOR GRADING THE EXISTING 70.-AND _F270 TO THE NEW I CONTROL SYSTEMS ME.AND MATERIAL FOR GRADING_THE EXISTING 70-AND k70 TO THE NEW I:.CONTROL SYSTEMS Y•3 L) f` r. IR2!!?Clu°.... c u ?. fir M% t' Total Invoi Payment Check No: ti ,a 1 i 80.00 X184.86 8e5..;564.86 8-31;-1 ?$?rr5; 564.86 L? ; '` 0.00 $5,564.86 1 V • ,., W vr®. EXHIBIT 16(B) Si001 II??II?IIIIIIIl N CHNO OGIES °.0. BOX 1339 • BURNSVILLE, NN 55337 ', LP12-894-0313• FAX 61289/0316 QX: ro Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 1N VOICE 90077 JUN •rvC CE-4-E .5i 6/16/97 1 Ship To: .I 630.00 Check No: >Wepmd. EXHIBIT 16(C) uno?. v? c'. 2'630.00 r I [2,630. 00 0.00 $2,630.00 TipO ? I _ t Carlisle,:. y" ,543 1h11llTEC NO OGIES INC. Box 1339 • BURNSVILLE. MN 55337 re5J2 B91-0313 • FAX 612 591 0316 .ax: o Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Carlisle Ship To: [M.VOICE 90080 6/23/97 1 DESCRIPTION ?y ..: SITE? CODE: CARL 1.00 MATERIAL FOR 1840.00 -,840.00 THE EXISTING iz t1 ' w3 . ""M Y4S9]f1 Check No: EXHIBIT 16(D) -,840.00 1,840.00 0 . U O $1,840.00 srsn r 1EM ? NO OGIES BOX 1339 • BUFINSVILLE. MN 5523' je?-89"313 • FAX 61269"316 Fax: Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 INVOICE 90084 NVC CE DATE 6/30/ 1 Ship To: 0.00 Check No: I ttflpid? u+aw v?ea EXHIBIT 16(E) 4_. if X250.00 T?250.00 `' 0.00 -R $1,250.00 11111111 TECHNOLOGIES II I I INC. ^0. BOX 1339 • BUANSVILLE. MN 55337 .861r 894 0313 • FAX 612 994 0316 _x: 5TO Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 1.00 1.00 Ship To: Check No: EXHIBIT 16(F) 90086 C 474 7/7/97 1 I 620.00 I ,008.05 cq Pt Y.-.: 28. 05 2805 0.00 1w $2,628.05 0 rmumm• ,..ate, ..- :1> 111111 IIII 1113 INC. 9U090 31CE wrE P,O. BOX 1339 • BURNSVILLE. AIN 55331 iPH.512 894 0313 • FAX 612-8960316 7/14/97 JUL 21 M- 7 1 'Oro Carlisle SynTec Systems P.O. Sox 7000 Carlisle, PA 17013 1.00 1 ISgbpff'd' ,--h. v-' Ship To: Check No: EXHIBIT 16(G) 470.00 767.78 i x237.78 i I ,5237.78 j 0.00 ' $1,237.78 SF1 IMF IIII Oil INC. 90096 CE C ATE P.O. BOX 1339 • BURNSVILLE. KIN 55331 7/21/97 ;PLM?17-89/ 0313• FAX 617 891 0316 •. 1 Ship To:JUL I To )LD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 270.00 116.14 :..'Total Invoi = Payment Check No: 386.14 , $386.14 0.00 $386.14 I D •Ea?'d°'^0J' +'°"?' EXHIBIT 16(H) SF jjljj?111111111 CC NO OGIES °.0. BOX 1339 • BURNSVILLE. MN 5533' P8.0?.894.0313 • FAX 612 89+ 0316 raX: L Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 INVOICE 90102 7/28/97 1 Ship To: OG 6: y Z2-c/ 140.00 140.00 Check No: $140.00 0.00 $140.00 EXHIBIT 16(I) t$ulros mrmv •a 0.0. BOX 1339 • BUR.VSVILLE. A1N 5533' M2 8960313 • FAX 612.894.0316 io Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 ?z. 1.00 rubes m, ,,?._. v,,,.>m, GlL Ship TO: 90110 8/11/97 1 ski/, -3 ? Check No: :: 310.00 157.44 ".467.44 $467.44 0.00 $467.44 S, H EXHIBIT 16(J) 7 III?I?'?Illllu? N C NULV?ARE OLOGIES 11 u ?0 BO% 1379 • BURNfiVILLE. hIN 5577• '6 § U 891 0313 -FAX 612 894 031 6 : rraX: To Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 arl: 1.00 ,??a.? vunme x,543165 INVOICE 9012. 9/1/9' CG^ 1 Ship To: SEF ; ;god Check No: F.XFiIBIT 16(K) Days-- 70.00 J0.00 .$70.00 0.00 ... is $70.00 usw ? C NOLOGIES III?I'?Illilul CBOULINARE O BOX 1339 • BURNSVILLE. YN 5533' Lad j2 993 0313 • P4% 612 59, 0316 dx: SOLD Carlisle SynTec Systems P.O. Box 7000 Carlisle, PA 17013 Ship To: `" '997 Carlisle 1.00 1.00 r l? .q 543165 ' : X•SITE CODE CARL ' :.V :TIME AND MATERIAL FOR r 70.0 J ryUPGRADING THE EXISTING F370 AND F270 TO THE NEW a BTI CONTROL SYSTEMS r l r 1. ` _.,.. R&aTax l = >` S - Total Invoic ,,- ount F °- Payment ived Check No: INVOICE 9012, 9/8/9" 70.00 X70.00 $70.00 ffF ? ;•( 0.00 $70.00 EXHIBIT 16(L) slm 6yl?rp?1?d.?e.v?a.y..? Y' t"bUY Yu49lf i i P S? Li 1n a k g. LO i 4 ?f M n rv FIFILES%UATAI711.1.?OLNIIDCI'r,a:6.l'NA I%W Qewe OWIRMOJ J: JJ Phi Nevi,ed 08119 0 34 5b PS1 W2. I CARLISLE SYNTEC INCORPORATED, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 99 3965 - CIVIL TERM BOULWARE TECHNOLOGIES, INC., CIVIL ACTION-LAW and JAMES BOULWARE, Individually, and as president and chief executive officer of Boulware Technologies, Inc., Defendants JURY TRIAL OF TWELVE DEMANDED PRAECIPF TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Enter the appearance of MARTSON DEARDORFF WILLIAMS & OTTO on behalf of Defendants in the above matter. Defendants hereby demand a twelve juror jury trial in the above captioned action. MARTSON DEARDORFFF WILLIAMS & OTTO By George B. Faller, Jr., Esquire I. D. No. 49813 Ten East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Defendant Dated: ?'// --/ 1, Lori A. Sullivan, an authorized agent for Marlson Deardorff Williams & Otto, hereby certify that a copy of the foregoing Praecipe was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: David A. Baric, Esquire O'BRIEN, BARIC & SCHERER 17 West South Street Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO i Lori A. Sullivan Ten East High Street Carlisle, PA 17013 (717) 243-3341 Dated: g ? L n_ •c n a J W 1' - .11 li F' Q O CYN 0 F INLFSdIATANLIiIGLNIX) V9I9926.ANS Ilnhn Clmled 0811W911 49 55 AM Rev.,w 0812U" 1101 51 AM W2e I CARLISLE SYNTEC INCORPORATED, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. BOULWARE TECHNOLOGIES, INC., and JAMES BOULWARE, Individually, and as president and chief executive officer of Boulware Technologies, Inc., Defendants NO. 99 3965 - CIVIL TERM CIVIL ACTION-LAW JURY TRIAL OF TWELVE DEMANDED DEFENDANTS' ANSWER WITH NEW MATTER AND CO INTFRC AiM TO PLAINTIFF'S (oMel AINT TO: CARLISLE SYNTEC INCORPORATED, Plaintiffs, and their attorney, DAVID A. BARIC, ESQUIRE YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED NEW MATTER AND COUNTERCLAIM WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. 1. After reasonable investigation, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the averments contained in this paragraph. The averments are therefore deemed denied and proof is demanded. 2-4. Admitted. 5-8. Admitted based on information received. 9. After reasonable investigation, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the averments contained in this paragraph. The averments are therefore deemed denied and proof is demanded. 10. It is admitted that in the early 1990's and again in 1994, BTI represented to Plaintiff that BTI sought the Contract with Plaintiff to provide technology for a fully integrated Mixer Control System. The Defendants deny that BTI ever represented technology as it applied to Plaintiff's system was "proven" or BTI would offer a "cradle to grave" means of monitoring, controlling and processing materials from the time they were received into raw materials inventory through processing by the industrial Mixer. Defendants, however, admit that BTI represented its system was capable of combining the functions of integrating raw materials inventory with a process control system which would result in a means to track, monitor and control raw materials in the mixing operation. Any remaining averments of paragraph 10 are hereby denied and proof is demanded. 11. Defendants admit that in the early 1990's and again in the Fall of 1994, Plaintiffs representatives met with James Boulware and other individuals at BTI in their capacity as BTI employees and representatives. Defendants further admit that BTI represented to Plaintiff that BTI could deliver an effective system for the new Industrial Mixer. Defendants also admit that BTI represented that it possessed technical expertise for the installation of such an Integrated Mixer Control System and that BTI could supply technical assistance and support for the operation of the Integrated Mixer Control System. The remaining averments of this paragraph are denied. 12-13. Admitted. 14. Admitted that BTI received a request for quotation dated September 27, 1994, for the S-370 Banbury Weigh and Charge System and Raw Materials Inventory Management System. Defendants further admit that a true and correct copy of the request for quotation is attached to Plaintiff s Complaint as Exhibit "1". As to the remaining averments of this paragraph concerning the preparation of the quotation, after reasonable investigation, Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of these allegations. The averments are therefore deemed denied and proof is demanded. 15. Defendants admit that a copy of the quotation was attached as Exhibit "1" to the Complaint as set forth in the answer to paragraph 14. As to the remaining averments of this paragraph, the request for quotation is a written document which speaks for itself and any other averments are therefore deemed denied. 16. It is admitted that Defendant James Boulware traveled to the Carlisle plant in the Fall of 1994 and presented BTI's response to the request for quotation as BTI Proposal No. 4898 dated November 4, 1994. Any inference that James Boulware was acting in a personal capacity is hereby denied. To the contrary, Defendants affirmatively state that James Boulware was acting in his capacity as a representative of BTI at all relevant material times. It is further admitted that a true and correct copy of BTI's Proposal is attached to Plaintiffs Complaint as Exhibit "2". Defendants admit that at the time of that meeting, BTI had received Plaintiffs request for a Proposal but denies that BTI made any representations or Proposals while "knowing the specifications for the project as developed by Carlisle". To the contrary, Defendant BTI's knowledge regarding the project was based solely upon Plaintiff's request for Proposal and conversations BTI representatives had with Plaintiff's representatives. Based upon the knowledge BTI had at that time, BTI proposed an Integrated Mixer Control System which could meet Plaintiffs specifications as understood by BTI and as set forth in the request for quotation. Any inference that James Boulware was acting in a personal capacity is hereby denied. To the contrary, at no time was Defendant James Boulware acting in any individual capacity but solely as a representative of BTI. 17-18. It is admitted that a copy of the BTI Proposal was attached to Plaintiffs Complaint as Exhibit "2" as set forth in the answer to paragraph 16. That Proposal is a written document which speaks for itself and therefore any averments concerning the Proposal are denied to the extent that they do not comport with the written Proposal attached to Plaintiffs Complaint as Exhibit "2". 19-20. Admitted. 21. It is admitted that the additional costs indicated on Exhibit "4" ultimately were referred to as Change Order No. 1. In addition, these modifications to the original agreement were agreed to by the parties and were undertaken at the request of Plaintiff and approved by Plaintiffs representative, Michael Meier. 22. It is admitted that a true and correct copy of amended Purchase Order is attached to Plaintiffs Complaint as Exhibit "5". The amended Purchase Order is a document which speaks for itself and therefore any allegations or averments to the contrary are hereby denied. 23. Defendants admit that Plaintiff requested that BTI provide pricing for installation of the Integrated Mixer Control Systems and that on or about March 1, 1995, BTI provided to Plaintiff Proposals 4906 and 4907. In addition, Defendants admit that true and correct copies of those Proposals are attached to Plaintiffs Complaint as Exhibit "6" and "7". Those exhibits are documents which speak for themselves and any averments to the contrary are hereby denied. 24. Defendants admit that on or about May 5, 1995, Plaintiff issued an amended Purchase Order which became known as Change Order No. 2. It is further admitted that a true and correct copy of the Amended Purchase Order which became known as Change Order No. 2 is attached to Plaintiffs Complaint as Exhibit "8". That amended Purchase Order is a document which speaks for itself and therefore any averments to the contrary are denied. 25. It is admitted that on or about January 2, 1996, Plaintiff issued an Amended Purchase Order which became as Change Order No. 3. It is further admitted that a true and correct copy of the Amended Purchase Order dated January 2, 1996 is attached to Plaintiff's Complaint as Exhibit "9". As to the remaining averments of this paragraph, the Amended Purchase Order is a document which speaks for itself and any other averments are therefore deemed denied. 26. It is admitted that beginning in December, 1994 and continuing through June of 1997, Defendant BTI prepared and issued invoices to Plaintiff for services and material supplied by BTI to Plaintiff pursuant to the Contracts entered into between the parties. The remaining averments of this paragraph are denied. To the contrary, at no time did James Boulware submit any invoices other than in his capacity with BTI and as a representative or agent of BTI. 27. After reasonable investigation, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the averments of this paragraph concerning the invoicing practices for Plaintiff. By way of further denial, Defendants aver that the invoices prepared and submitted by BTI were done so as directed by the Plaintiff and that each invoice was approved by a Plaintiff representative, Michael Meier. 28. It is admitted that the Defendant BTI submitted invoices to Plaintiff which documents speak for themselves. It is further admitted that the invoices attached in Exhibits "10", "12", "14" and "16" are true and correct copies of invoices provided by BTI to the Plaintiff. By way of further response, all invoices provided by BTI to Plaintiff were for services and/or materials which were provided to Plaintiff by BTI. 29. It is admitted that BTI received Purchase Order No. 5-39785 from the Plaintiff. Defendants further admit that a true and correct copy of that Purchase Order is attached to Plaintiff's Complaint as Exhibit "11 ". As to the remaining averments of this paragraph, the Purchase Order is a document which speaks for itself and any other averments are therefore deemed denied. 30. Defendants admit that invoices attached in Exhibits "10, "12, "14" and "16" are true and correct copies of invoices provided by BTI to the Plaintiff. By way of further response, all invoices provided by BTI to Plaintiff were for services and/or materials which were provided to Plaintiff by BTI and approved by Plaintiff's representative, Michael Meier. By way of further answer, these invoices are documents which speak for themselves and any other averments are therefore deemed denied. 31. Defendants admit that BTI received Purchase Order No. S-41424 from the Plaintiff. Defendants further admit that a true and correct copy of the Purchase Order is attached to Plaintiffs Complaint as Exhibit "13". That Purchase Order is a document which speaks for itself and any other averments are therefore deemed denied. 32. Defendant admits that the invoices attached in Exhibits "10", "12", "14" and "16" are true and correct copies of invoices provided by BTI to Plaintiff. By way of further response, all invoices provided by BTI to Plaintiff were for services and/or materials which were provided to Plaintiff by BTI and approved by Plaintiffs representative, Michael Meier. 33. It is admitted that Defendant BTI received Purchase Order No. S-43165 from the Plaintiff. It is further admitted that a true and correct copy of the Purchase Order is attached to Plaintiffs Complaint as Exhibit "15". That Purchase Order is a document which speaks for itself and any other averments are therefore deemed denied. 34. Defendants admit that the invoices attached in Exhibits "1011, "12", "14" and "16" are true and correct copies of invoices provided by BTI to the Plaintiff. By way of further response, all invoices provided by BTI to the Plaintiff were for services and/or materials which were provided to Plaintiff by BTI and were approved by Plaintiff's representative, Michael Meier. 35. Denied to the contrary, the total amount paid by Plaintiff to BTI was $686,298.13. 36. After reasonable investigation, the answering Defendant is without knowledge or information sufficient to form a belief as to the truth or falsity of the averments contained in this paragraph. The averments are therefore deemed denied and proof is demanded. 37. Defendants admit that when trials commenced, BTI began invoicing the Plaintiff on or about December 12, 1994. By way of further response, all invoices provided by BTI to the Plaintiff were for materials and/or services which were actually provided under the Contracts and approved by Plaintiffs representative, Michael Meier. 38. Admitted. 39. Defendants admit that the system initially did not operate in the manner expected by BTI. It is denied that Defendant James Boulware made any representations to the Plaintiff in his personal capacity. To the contrary, any representations made were made in Mr. Bouiware's capacity as a representative of Defendant BTI. Defendants further admit that the problems encountered with the system included the three numerated in paragraph 39 of Plaintiffs Complaint. Defendants deny that BTI is responsible for the fact that those problems apparently were not resolved. To the contrary, the problems with the Plaintiff's facility were not resolved because, interalia: a.) the failure of hardware which Plaintiff required be used and for which Plaintiff is responsible; b.) Plaintiff changed the underlying assumptions upon which the BTI system was based; and c.) despite BTI's requirement that the same project team remain on the project, Plaintiff made project staffing changes beyond the control of the Defendants. 40. It is denied that Defendant James Boulware made any representation to Plaintiff in his personal capacity. To the contrary, any representations which were made were in his capacity as a representative of Defendant BTI. Defendants also deny that BTI represented to Plaintiff that the technical supported offer was "superior in the industry and they would 'de-bug' the system so it would perform its intended functions." By way of further response, BTI does offer excellent technical supports to its customers and that it was always the intention of BTI to cause the Plaintiff's system to perform its intended functions. 41. Admitted that BTI set on a course to attempt to correct the operating deficiencies of the system on the S-370 Mixer. These types of corrections of initial operating deficiencies or problems are not unusual in the industry. 42. It is admitted that Defendant BT1 attempted to resolve various problems regarding operation of the system. By way of further answer, Defendants believe that daily production maximums incorporated into the design specified by representatives of the Plaintiff were exceeded in production levels achieved by the BTI system. The remaining averments contained in this paragraph are denied. 43. Denied to the contrary, the Defendants were diligent in attempting to correct the problems encountered in operating the system as was required of BTI under the Contract. It is denied that James Boulware made any representations in an individual or personal capacity. To the contrary, all representations made by Mr. Boulware were solely in his capacity as a representative of Defendant BTI. 44. It is denied that James Boulware made any representations in an individual or personal capacity. To the contrary, all representations made by Mr. Boulware were in his capacity as representatives of Defendant BTI. It is admitted that the retrofit project "did proceed", however, it is denied that Plaintiffs did this on the basis of any alleged reliance upon statements regarding de- bugging in making this decision. To the contrary, the timing of Plaintiffs order for the retrofit project proceeded any problems encountered regarding the S-370 project. As to the remaining averments of this paragraph, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the averments contained in this paragraph. The averments are therefore deemed denied. 45. Defendants admit that James Boulware in his capacity s a representative of BTI informed Plaintiff that changes to the Contract were necessary based upon the problems encountered with the Plaintiffs system. The remaining averments of this paragraph are denied. 46. Defendants admit that BTI by its agents or employees visited the Carlisle plant in connection with the Contracts during the period stated in paragraph 46 of the Complaint. It is denied, however, that those individuals and the Defendant BTI were allowed proper access to the Plaintiffs facility to the extent necessary to resolve the problems encountered with the system. 47. Admitted. 48. It is denied that the Defendants had attempted to resolve the problems in operating the S-270 Mixer. It is admitted that the Defendants had attempted to resolve the problems in the operating of the S-370 Mixer. As to the remaining averments of this paragraph, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the averments contained in this paragraph. The averments are therefore deemed denied and proof is demanded. 49. It is denied that James Boulware made any representations in an individual or personal capacity. To the contrary, all representations made by Mr. Boulware were in his capacity as a representative of Defendant BTI. It is admitted that in April of 1998, BTI provided Plaintiff with a plan of action which BTI hoped would remedy any defects and/or deficiencies which may have existed in the system. 50. It is denied that James Boulware made any representations in an individual or personal capacity. To the contrary, all representations made by Mr. Boulware were in his capacity as a representative of Defendant BTI. It is admitted that the Plaintiff demanded a time schedule for completion of the project and requested a representation that the proposed remedial steps would definitely resolve the defects and deficiencies in the system. Defendants admit that James Boulware never contacted them to guarantee the Plaintiff that the additional remedial work would remedy the perceived deficiencies since, as indicated in this answer, many elements of the completion and functionality of the project were within the sole control of Plaintiffs. 51. Denied to the contrary, BTI provided a system not for the S-270 Mixer but provided a system for the S-370 Mixer. By way of further denial, any unresolved deficiencies in the system were a result of the hardware deficiency chosen by the Plaintiff and for which Plaintiff is responsible, changes in the underlying system assumptions by the Plaintiff and Plaintiffs project staffing changes. As to the remaining averments of this paragraph, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the averments in this paragraph. The averments are therefore deemed denied. 52. Admitted that as of June 1998, BTI had not completed the installation of the Integrated Mixer Control System for the retrofit project involving the 5-270 and F-370 Mixers in accordance with Change Order No. 2. By way of further response, the delay in the retrofit project was caused by matters outside the control of the Defendants as more fully set forth herein [ and the Defendant was prohibited from completing the installation by the Plaintiffj. 53-54. Denied to the contrary. The Purchase Orders are documents which speak for themselves and these averments are therefore deemed denied. By way of further answer, any delays in completing the retrofit project were caused by matters outside of the control of the Defendants as more fully set forth herein. BREACH OIL CONTRACT CARLISLE v. BOULWARE TECHNOLOGIES, INC. 55. The Defendants hereby incorporated by reference paragraph I through 54 of their answer. 56. It is admitted that BTI entered in to Contracts with Plaintiff as more specifically set forth in paragraphs I through 54 of this Answer which are hereby incorporated by reference. Those Contracts are documents which speak for themselves and any other averments are therefore deemed denied. 57. It is admitted that BTI entered in to Contracts with Plaintiff as more specifically set forth in paragraphs 1 through 54 of this Answer which are hereby incorporated by reference. Those Contracts are documents which speak for themselves and any other averments are therefore deemed denied. By way of further answer, any delay in completion of the project was caused by matters outside of the control of Defendants, some of which were within control of the Plaintiffs as more fully set forth herein. 58. Denied to the contrary. BTI has not materially breached the agreement of the parties. By way of further response, it is denied that BTI: a.) failed to properly deliver Integrated Mixer Control Systems for two of the Mixers at the Carlisle plant; b.) failed to properly deliver Integrated Mixer Control Systems which met the performance specifications of the agreement; c.) failed to properly deliver Integrated Mixer Control Systems which performed their intended function; d.) failed to properly deliver the agreed upon technical support and services; e.) failed to properly deliver technical support and services which resulted in an operable system; f.) invoiced Plaintiff and received payment from Plaintiff for services, material and equipment which BTI never provided and/or; upon. g.) otherwise failed or refused to deliver the services, equipment and materials as agreed 59. Denied to the contrary. Plaintiff has not performed all of its obligations and conditions precedent to its right to recover from BTI pursuant to the Contract. By way of furt her response, Plaintiff has no right to recover funds from BTI pursuant to the Contract. In addition, the actions of the Defendant as more fully set forth herein constituted a material breach of the agreement in that, ice; a.) the failure of hardware which Plaintiff required to use and for which Plaintiff is responsible; b.) Plaintiffs changed the underlying assumption upon which the BTI system was based and; c.) Despite BTI's requirements that the same project team remain on the project, Plaintiffs made project staffing changes. 60. Denied to the contrary. Defendant BTI has not breached the Contract and Plaintiff is not entitled to damages as set forth specifically in paragraph 60 (a-f). WHEREFORE, Defendant Boulware Technologies, Inc. demands judgement in its favor and dismissal of Plaintiff's Complaint with prejudice. COUNT 11 CARLISLE v. BOULWARE TECHNOLOGIES, INC. BREACH OF IMPLIED WARRANTIES 61. The averments of paragraphs 1 through 60 of this Answer are hereby incorporated by reference. 62. Denied to the contrary. No implied warranties were given or contemplated and were in fact specifically excluded. 63. Admitted. 64-66. Denied to the contrary. No implied warranties were given or contemplated and were in fact specifically excluded. it 67. Denied to the contrary. No implied warranties were given or contemplated and Defendant has not breached any warranties either expressed or implied which has resulted in the Plaintiff incurring any damages. WHEREFORE, Defendant Boulware Technologies, Inc. demands judgment in its favor and dismissal of Plaintiffs Complaint with prejudice. CARLISLE v. BOULWARE TECHNOLOGIES, INC. NEGLIGENCE 68. The averments of paragraphs I through 67 of this Answer are hereby incorporated by reference. 69. The averments of this paragraph constitute a conclusion of law to which no response is required. To the extent a response may be deemed required, these averments are denied. 70. The averments of this paragraph constitute a conclusion of law to which no response is required. To the extent a response may be deemed required, these averments are denied. By way of further response, it is denied that BTI: a.) failed to properly design and manufacture the Integrated Mixer Control System using the skill and care required in order for the Integrated Mixer Control System to conform to and comply with the specifications; b.) failed to properly design, inspect and test the Integrated Mixer Control System to assure that the system complied with the specifications and to assure that the system was marketable and free from defects and materials and workmanship; c.) represented to Plaintiff that the repair attempts by BTI would be effective and would resolve the problems with the Integrated Mixer Control System as installed; d.) failed to properly provide technical support which was workmanlike and met the standards of the industry. 71. The averments of this paragraph constitute a conclusion of law to which no response is required. To the extent a response may be deemed required, it is denied that Defendant BTI was negligent or that the Plaintiff has sustained any damage and losses as a result of any acts or omissions on the part of BTI. WHEREFORE, Defendant demands judgment in its favor and dismissal of Plaintiffs Complaint with prejudice. CARLISLE v. BOULWARE TECHNOLOGIES, INC. BREACH OF EXPRESS WARRANTY 72. The averments of paragraphs 1 through 71 of this Answer are hereby incorporated by reference. 73. Defendant BTI admits that certain expressed warranties were provided to Plaintiff in writing. Those warranties are contained written documents which speak for themselves and Defendants deny the remaining averments of this paragraph. 74. It is denied that BTI has materially breached the expressed warranty. By way of further response, it is denied that BTI materially breached the expressed warranties by: a.) failing to properly deliver Integrated Mixer Control Systems which met the performance specifications of the agreements; b.) failing to properly deliver Integrated Mixer Control Systems which were free from defects in materials and workmanship; c.) failing to properly deliver Integrated Mixer Control Systems which operated in accordance with the requirements of the specifications; d.) failed to properly provide engineering parts and labor to correct deficiencies in the integrated control systems; 75. Denied to the contrary, Defendant has not breached any express warranties or caused damages as alleged by Plaintiff. WHEREFORE, Defendant requests judgment in its favor and dismissal of Plaintiffs Complaint with prejudice. CARLISLE v. BOULWARE TECHNOLOGIES, INC. FRAUD 76. The averments of paragraphs 1 through 75 of this Answer are hereby incorporated by reference. 77. Denied to the contrary. BTI had or has no such knowledge. 78. Denied to the contrary. BTI's representatives made no representations to Plaintiff other than that BTI was hopeful that the system could be repaired in an acceptable manner making the Integrated Mixer Control System fully operational and functional if they were allowed to so perform under the agreement. 79. Denied to the contrary. BTI did not make any misrepresentations. 80. Denied to the contrary. BTI did not intentionally conceal any alleged defects in the integrated control system. 81. The averments of this paragraph are a conclusion of law to which no response is required. To the extent a response may be deemed required, these averments are denied as all parties concerned were attempting to remedy the alleged deficiencies and inadequacies of the system. 82. Defendant specifically denies that any material defects in the Integrated Mixer Control System were the responsibility of BTI. By way of further response, Defendant is without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining averments of this paragraph. The averments are therefore deemed denied. 83. It is denied that BTI made any misrepresentations to the Plaintiff. As to the remaining averments of this paragraph, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the remaining averments of this paragraph. The averments are therefore deemed denied. 84. Denied. To the contrary, BTI had no such awareness. 85. Denied as stated. To the contrary, the invoices and Purchase Orders are documents which speak for themselves and therefore, these averments are denied for that reason. By way of further denial, any invoices which were submitted were reviewed by a representative of the Plaintiffs, Michael Meier, and either paid or not paid in accordance with what the Defendant believed was the Plaintiffs policy. 86-88. Denied. To the contrary, see the averments stated in response to paragraph 85. 89. It is denied that BTI had any practice and scheme regarding its invoices and that any invoices which were supplied and paid were for materials, services and equipment which were provided to the Plaintiff. 90. Denied. To the contrary, see the averments stated in response to paragraph 85. WHEREFORE, Defendants demand judgement in their favor and dismissal of Plaintiff's Complaint with prejudice. CARLISLE v. BOULWARE TECHNOLOGIES, INC. NEGLIGENT MISREPRESENTATION 91. The averments of paragraphs I through 90 of this Answer are hereby incorporated by reference. 92. Denied. To the contrary, the Integrated Mixer Control System was not defective and would have performed the services or tasks as represented to Plaintiff if Defendant was allowed to perform. If the System was defective, it was for reasons stated in answer to paragraph 39 which is hereby incorporated by reference. 93. Denied to the contrary. See the averments contained in response to paragraph 85 which is hereby incorporated by reference. 94. The averments of this paragraph are a conclusion of law to which no response is required. To the extent a response may be deemed required, this averment is denied. To the contrary, the Integrated Mixer Control System would have performed its intended functions and Plaintiff was not billed by BTI for services, material and equipment that were never supplied. 95. Denied as stated. To the contrary, BTI never made any misrepresentations. It is further denied that any reliance was justifiable. 96. Denied. To the contrary, the problems with the S-370 Mixer arose after the agreement to purchase the Integrated Mixer Controls System was entered. Accordingly, there were no misrepresentations as alleged by Plaintiff. Therefore, there is no causation or justifiable reliance. It is further denied that any misrepresentations were in fact made and that BTI was paid for any services, equipment or materials which were not supplied. All invoices were submitted under the direction and control of Plaintiff s representative, Michael Meier. 97. The averments of this paragraph constitute a conclusion of law to which no response is required. To the extent a response is required, these averments are denied. To the contrary, Plaintiff was not being billed for services, equipment and materials which were not being delivered. The Integrated Mixer Control System would have performed its intended functions as set forth in paragraph 92. WHEREFORE, Defendants demand judgement in their favor and dismissal of Plaintiff's Complaint with prejudice. CARLISLE v. JAMES BOULWARE FRAUD 98. The averments of paragraphs 1 through 97 of this Answer are hereby incorporated by reference. 99. Denied to the contrary. The Integrated Mixer Control System would have performed its intended function as set forth in paragraph 92. 100. Denied to the contrary. James Boulware had no such knowledge. In addition, James Boulware was acting at all times in his capacity as a representative of Defendant BTI. 101. Denied to the contrary. Defendant James Boulware did not intentionally conceal any alleged defects in the Integrated Mixer Control System. To the contrary, BTI and James Boulware, as a representative of BTI, both continued to perform as required to attempt to make the system fully operational. 102. The averments of this paragraph are a conclusion of law to which no response is required. To the extent a response may be deemed required, this averment is denied. All of the alleged inadequacies and deficiencies of the Integrated Mixer Control System were being brought to the attention of Plaintiff and being addressed by BTI. 103. Denied to the contrary. It is denied that James Boulware in his individual capacity conveyed any information to Plaintiff. All information conveyed was as a representative of Defendant BTI. Defendant further denies that he had any knowledge of material defects in the Integrated Mixer Control System prior to when Plaintiff and BTI entered into the Contracts. As to the remaining averments of this paragraph, the answering Defendants are without knowledge or information sufficient to form a belief as to the truth or falsity of the averments contained in this paragraph. The averments are therefore deemed denied. 104. The averments of this paragraph are conclusions of law to which no response is required. To the extent a response may be deemed required, these averments are denied. 105. Denied that Defendant James Boulware in his individual capacity has any knowledge as to Plaintiffs preference as to Purchase Orders and invoices. By way of further response, all invoices were issued by BTf at the direction of Michael Meier and all such invoices were approved by Mr. Meier as a representative of the Plaintiff. 106. Denied to the contrary. All invoices were issued by BTI at the direction of Michael Meier and all such invoices were approved by Mr. Meier. 107-108. Denied to the contrary. All invoices were issued by BTI at the direction of Michael Meier, a representative of the Plaintiff, and all such invoices were approved by Mr. Meier. 109. Denied to the contrary. All invoices were issued by BTI at the direction of Michael Meier, a representative of the Plaintiff, and all such invoices were approved by Mr. Meier. In addition, it is further denied that Syntec paid for any services, equipment and materials which were not supplied by BTI to the Plaintiff. 110. Denied to the contrary. James Boulware did not make any representations to Plaintiff regarding this matter in his personal capacity. Any representation were made in his capacity as a representative of BTI. As to the remaining averments of this paragraph, the answering Defendant is without knowledge or information to form a belief as to the truth or falsity of the averments contained in this paragraph. The averments are therefore deemed denied and proof is demanded. 111. The averments of this paragraph are a conclusion of law to which no response is required. To the extent a response may be deemed required, the averments are denied. WHEREFORE, Defendants demand judgement in their favor and dismissal of Plaintiffs Complaint with prejudice. CARLISLE v. JAMES BOULWARE NEGLIGENT MISREPRESENTATION 110. The averments of paragraphs 1 through 109 of this Answer are hereby incorporated by reference. Ill. It is denied that James Boulware made any representations to Plaintiff regarding this matter in his personal capacity. To the contrary, all representations were made as a representative of Defendant BTI. It is further denied that the Integrated Mixer Control System was defective and would not perform the services and tasks as represented to the Plaintiff. To the contrary, see the answer to paragraph 92 which is hereby incorporated by reference. 112-116. Denied to the contrary. See the averments stated in paragraph 105 which are hereby incorporated by reference. WHEREFORE, Defendants demand judgement in their favor and dismissal of Plaintiff's Complaint with prejudice. 117. Plaintiff has failed to mitigate its damages, if any. 118. Any damages suffered by Plaintiff were caused by the acts or omissions of Plaintiff or other third party over whom Defendants have no control over and over whom Defendants cannot be liable. 119. Plaintiffs waived any claim against Defendant based on interferences, delays or defective work by Plaintiff on the project. 120. Plaintiff is stopped from seeking damages from Defendant that resulted from interferences, delays or defective work by the Plaintiff. 121. Plaintiffs Complaint may be barred by the doctrine of Accord and Satisfaction. 122. Plaintiff's Complaint may be barred by the doctrine of Estoppel. 123. Plaintiff's Complaint may be barred by the doctrine of Failure of Consideration. 124. Plaintiffs Complaint may be barred by the doctrine of Impossibility of Performance. 125. Any actions taken on behalf of the Defendants was done with Legal Justification. 126. Plaintiffs Complaint may be barred in whole or in part by the Statute of Limitations. 127. Plaintiff's Complaint may be barred in whole or in part by the doctrines of Contributory or Comparative Negligence. BOULWARE TECHNOLOGIES, INC. v. CARLISLE SYNTEC INCORPORATED 128. Boulware Technologies, Inc. is a Minnesota corporation with its principal place of business at 12920 Highclere, P.O. Box 1339, Burnsville, Minnesota 55337. 129. Upon information and belief, Plaintiff, Carlisle Syntec, Inc. (Syntec) is a Delaware corporation with its principal place of business at 1285 Rimer Highway, Carlisle, Cumberland County, Pennsylvania 17013 and is the successor to Carlisle Syntec Systems, Division of Carlisle Corporation. 130. BTI and Syntec entered into a Contract pursuant to Plaintiffs Purchase Order No. 536286, as amended, which is attached to Plaintiff's Complaint as Exhibit "3", whereby BTI was to provide certain materials and services relating to the installation of an Integrated Mixer Control System in Syntec's facility. 131. BTI and Syntec entered into a Contract pursuant to Plaintiff's Purchase Order No. 539785 as amended which is attached to Plaintiff's Complaint as Exhibit "1 l", whereby BTI was to provide a Mixer Control start up system. 132. BTI and Syntec entered into a Contract pursuant to Plaintiff's Purchase Order No. 541424 as amended which is attached to Plaintiff's Complaint as Exhibit "13" which involved the installation of the ma :ual compounding and information system for the above referenced Mixer. 133. BTI and Syntec entered into a Contract pursuant to Purchase Order No. 5-43165, a amended, which is attached to Plaintiff's Complaint as Exhibit "15", whereby BTI was to upgrade certain control systems (together the Contracts referenced in Counterclaim paragraphs 130, 131, 132, and 133 are referred to as the "Contracts"). 134. Syntec has breached the Contracts by inter alia a.) insisting certain hardware be utilized; b.) by changing its project management team during the project; c.) by refusing to allow BTI adequate access to the Carlisle facility to resolve the alleged defects and deficiencies in the systems installed pursuant to the Contracts; d.) refusing to allow BTI to complete its performance of the Contracts; and e.) by breaching its duty of good faith and fair dealing while BTI was attempting to perform. 135. As a direct result of this breach of Contract, BTI has been damaged in an amount in excess of $30,000, to be proved with specificity at trial. WHEREFORE, BTI requests the following relief: Judgment in favor of BTI and against Plaintiff, dismissing Plaintiffs claims in each and every count of the Complaint on the merits and with prejudice; 2. Awarding BTI damages in excess of $30,000 plus interest, costs and expenses; and Any other relief this court deems just and proper. MARTSON DEARDORFF WILLIAMS & OTTO Geo{ge B. Faller, Jr., Esc I.D. Number 49813 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 FABYANSKE, WESTRA & HART, P.A. By / A. Doherty, Esquir I.D. Number 237875 920 Second Avenue South, Suite 1100 Minneapolis, MN 55402 (612) 338-0115 Attorneys for Defendants Date: F tll?(lS? X511 lia RfECEI';; r? AUG 2 6 1999 M D'vVn _ VERIFICATION Aw4 l4lt who is _4eZesi/VeriT of Boulware Technologies, Inc. and acknowledges that he/she has the authority to execute this Verification in behalf of Boulware Technologies, Inc. certifies that the foregoing Defendants' Answer with New Matter and Counterclaim to Plaintiff's Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of this Defendants' Answer with New Matter and Counterclaim to Plaintiff's Complaint is that of counsel and not my own. I have read the document and to the extent that the Defendants' Answer with New :Matter and Counterclaim to Plaintiffs Complaint is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the Defendants' Answer with New Matter and Counterclaim to Plaintiff's Complaint is that of counsel, I have relied upon counsel in making this Verification. This statement and Verification are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unswom falsification to authorities, which provides that if I make knowingly false averments, I may be subject to criminal penalties. BOULWARE TECHNOLOGIES, INC. Goo G6?JaY.ra? 101, F: TILBMATAFILMGEND W,9926-ANS I The foregoing Defendants' Answer with New Matter and Counterclaim to Plaintiffs Complaint is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of the document is that of counsel and not my own. I have read the document and to the extent that it is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the document is that of counsel, I have relied upon counsel in making this verification. This statement and verification are made subject to the penalties of IS Pa. C.S. Section 4904 relating to unswom falsification to authorities, which provides that if I make knowingly false averments, I may be subject to criminal penalties. mes Boulware F:IFILUb DATAFIWGLND W "26-ANS I I, Nichole L. Myers, an authorized agent of Martson Deardorff Williams & Otto, hereby certify that a copy of the foregoing Defendants' Answer with New Matter and Counterclaim to Plaintiff s Complaint was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: David A. Baric, Esquire O'BRIEN, BARIC & SCHERER 17 West South Street Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO By -) rlccZ4H& yl.rnliRJ2?? Nichole L. Myers Ten East High Street Carlisle, PA 17013 (717) 243-3341 Dated: P1, TJ + h5 ITH J1 1 _. r-' CJ Cl) C. t; C•: Lei. Cf C_? G U MARTSONDEARDORFF WILLIAMS 6tO Wicv TWIPAST HIGN STREET CAP-,.I5LE. PENNSYWANN 17013 AUG 2 6 1999 ) i 1 1 1I 1 1; F IF] ISRIOATA19L1'9GLNOOCnvm.1m MOT Ill. [renN 1INlIR1990J072RPNI Revised OB/25W 023428 PNI 99.16 I CARLISLE SYNTEC INCORPORATED, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. BOULWARE TECHNOLOGIES, INC., and JAMES BOULWARE, Individually, and as president and chief expeutive officer of Boulware Technologies, Inc., Defendants NO. 99 3965 - CIVIL TERM CIVIL ACTION-LAW JURY TRIAL OF TWELVE DEMANDED QBQE$ AND NOW, this day of v 1999, it is hereby ORDERED and DECREED that Julie A. Doherty, Esquire, be ereby specially admitted to the bar of this Commonwealth under Pennsylvania Bar Admission Rule 301 as co-counsel representing Defendants Boulware Technologies, Inc. and James Boulware in this matter. 1L1'RJ?-C[Y J//I.ut-cKrti- X•31-9 9 ?? 3 r?. `? i r.r ?: << c ,.': JI ,'Y CARLISLE SYNTEC INCORPORATED, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 99 3965 - CIVIL TERM BOULWARE TECHNOLOGIES, INC., CIVIL ACTION-LAW and JAMES BOULWARE, Individually, and as president and chief executive officer of Boulware Technologies, Inc., Defendants JURY TRIAL OF TWELVE DEMANDED MOTION FOR SPECIAL. ADMISSION OF CO-COUNSEL. ON BEHALF OF DEFENDANTS George B. Faller, Jr., Esquire, counsel for Defendants Boulware Technologies, Inc. and James Boulware, respectfully moves this Court pursuant to Pennsylvania Bar Admission Rule 301 for the admission pro hac vice of Julie A. Doherty, Esquire, as co-counsel in this matter and, in support thereof, represents as follows: 1. I am a member in good standing of the bar of the Commonwealth of Pennsylvania, and am qualified to practice in the courts of the Commonwealth. 2. I represent Defendants Boulware Technologies, Inc. and James Boulware in this matter and am their counsel of record. 3. This is a case involving multiple counts surrounding the sale of industrial eqiupment and services from Defendants to Plaintiff. 4. Defendants Boulware Technologies, Inc, and James Boulware desire to have Ms. Doherty assist in the trial of this matter on their behalf and represent it in all related proceedings before this Court. 5. Ms. Doherty is duly licensed to practice law by the State of Minnesota. She was admitted to the bar of the State of Minnesota in 1993. She is a member in good standing of the bar of the State of Minnesota and is not under suspension or disbarment by any court. 6. The Plaintiff will not be prejudiced in any way if Ms. Doherty is admitted to the bar of this Court pro had vice. 7. No good cause exists to deny the admission of Ms. Doherty pro hac vice. WHEREFORE, George B. Faller, Jr., Esquire, respectfully requests that this Court enter the attached Order admitting Julie A. Doherty, Esquire, pro hac vice to serve as co-counsel for Defendants Boulware Technologies, Inc. and James Boulware. MARTSON WILLIAMS & OTTO I.D. go. 49813 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Defendants Date: Avl c15 ?? / CARLISLE SYNTEC INCORPORATED, Plaintiff, V. BOULWARE TECHNOLOGIES, INC., and JAMES BOULWARE, individually and as president and chief executive officer of Boulware Technologies, Inc., Defendants. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION-LAW NO. 99 3965 - Civil Term :JURY TRIAL DEMANDED AFFIDAVIT OF JULIE, A. DOHERTY STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) Julie A. Doherty, being duly sworn on oath states as follows: I am counsel for Defendants Boulware Technologies, Inc. and James Boulware in Minnesota and submit this Affidavit in support of George B. Faller, Jr.'s motion for my admission pro hac vice as co-counsel of Defendants in the above-captioned matter. 2. I am a member in good standing of the bar of the State of Minnesota and am duly licensed to practice law in the courts of Minnesota. 3. I was admitted to the bar of the State of Minnesota in 1993 and I am not under suspension or disbarment by any court. Subscribed and swom to before me NotaF-y e 4Ao rty this a?lw? day of cl_? At 1999. WN NIPLVAD1152N4178.µpJ LESLEY R.BRO ?, , NOTARY PUBLIC-MINNESOTA t ... DAKOTA COUNTY qy f anm;pcn GGM Yn.11, i001 C'.Nti6 w CF,gIlEICATF OF S .RVI .R I, Lori A. Sullivan, an authorized agent of Martson Deardorff Williams & Otto, hereby r certify that a copy of the foregoing Motion for Special Admission of Co-Counsel on Behalf of Defendants was served this date by depositing same in the Post Office at Carlisle, PA, first class 1 mail, postage prepaid, addressed as follows: David A. Baric, Esquire O'BRIEN, BARIC & SCHERER 17 West South Street Carlisle, PA 17013 MARTSON DEARDORFF WILLIAMS & OTTO By Lori 0. Sullivan Ten East High Street Carlisle, PA 17013 (717) 243-3341 Dated: ?((I S l 141 I Q?1 (TIC ] ;j pd, to ,a? Iii] :. LL 4. _ U 471 a% U CARLISLE SYNTEC INCORPORATED, Plaintiff, V. BOULWARE TECHNOLOGIES, INC. and JAMES BOULWARE, Individually and as president and chief executive officer of Boulware Technologies, Inc., Defendants. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3965 CIVIL TERM CIVIL ACTION-LAW REPLY, ANSWER AND NEW MATTER AND NOW, comes plaintiff, Carlisle SynTec Incorporated, by and through its attorneys, O'BRIEN, BARIC & SCHERER, and files this Reply, Answer and New Matter and, in support thereof, sets forth the following: REPLY 117. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 118. To the extent these averments constitute conclusions of law, no response is required. To the extent a response may be required, the averments are denied. 119. To the extent these averments constitute conclusions of law, no response is required. To the extent a response may be required, the averments are denied. 120. To the extent these averments constitute conclusions of law, no response is required. To the extent a response may be required, the averments are denied. 121. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 122. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 123. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 124. These averments constitute conclusions of law to which no response is required. To the extent a response may by required, the averments are denied. 125. To the extend these averments constitute conclusions of law, no response is required. To the extent a response may be required, the averments are denied. 126. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. 127. These averments constitute conclusions of law to which no response is required. To the extent a response may be required, the averments are denied. ANSWER TO COUNTERCLAIM 128. Admitted upon information and belief. 129. Admitted in part and denied in part. It is admitted that Carlisle SynTec Incorporated ("Carlisle") is a Delaware corporation, with a place of business at 1285 Rimer Highway Carlisle, Pennsylvania and is the successor to Carlisle SynTec Systems, Division of Carlisle Corporation. 130. Admitted in part and denied in part. It is admitted only that BTI was to provide materials and services relating to an Integrated Mixer Control System. To the extent these averments constitute conclusions of law, no response is required. To the extent these averments seek to characterize documents, the documents speak for themselves. 131. Admitted in part and denied in part. It is admitted only that BTI was to provide materials and services relating to a Mixer Control. To the extent these averments constitute conclusions of law, no response is required. To the extent these averments seek to characterize documents, the documents speak for themselves. 132. Admitted in part and denied in part. It is admitted only that BTI was to provide materials and services to Carlisle. To the extent these averments constituted conclusions of law, no response is required. To the extent these averments seek to characterize documents, the documents speak for themselves. 133. Admitted in part and denied in part. It is admitted only that BTI was to provide materials and services to Carlisle. To the extent these averments constitute conclusions of law, no response is required. To the extent these averments seek to characterize documents, the documents speak for themselves. 134. Denied. It is denied that Carlisle breached any obligation which may have been owed by Carlisle to BTI. To the contrary, it was BTI that breached its obligations to Carlisle. It is denied that Carlisle caused any damage or injury to BTI or in fashion hindered, delayed or impeded BTI in BTI's attempts to perform its obligations to Carlisle. 135. Denied. To the contrary, Carlisle caused no damage to BTI and BTI incurred no damage. WHEREFORE, Carlisle requests that judgment be entered in its favor as prayed for in Carlisle's complaint and against BTI on its counterclaim together with costs, interest and expenses. NEW MATTER 136. Carlisle incorporates by reference paragraphs one (1) through one hundred sixteen (116) of its complaint as though set forth at length. 137. BTI has failed to state a cause of action. 138. BTI has incurred no damage 139. Carlisle did not cause any damage to BTI. 140. Any damages suffered by BTI were caused by acts or omissions of BTI or other third parties over whom Carlisle had no control and for whom Carlisle cannot be liable. 141. BTI has waived any claim against Carlisle. 142. BTI's claim may be barred by the doctrine of accord and satisfaction. 143. BTI's claim may be barred by the statute(s) of limitation. 144. BTI's claim may be barred by the doctrine of estoppel. 145. Any actions of Carlisle were justified. O'BRIEN, BARIC & SCHERER Av?e I Davi d A. Baric, Esquire ID#44853 17 West South Street Carlisle, PA 17013 (717) 249-6873 Attorney for Plaintiff dab.dirilitigation/carl.syn/boulw•a re/answer.new 3 ERIFCATIpN The foregoing Reply, Answer and New Matter to Defendants' Answer With New Matter and Counterclaim To Plaintiff's Complaint is based upon information which has been gathered by my counsel in preparation of the lawsuit. The language of the document is that of my counsel and not my own. I have read the document and to the extent that it is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the document is that of counsel, I have relied upon counsel in making this verification. This statement and verification are made subject to the penalties of 18 Pa.C.S.A. Section 4909 relating to unsworn falsification to authorities, which provides that if I make knowingly false averments, I may be subject to criminal penalties. DATE: Mike Meier Manager Project Engineering CARLISLE SYNTEC INCORPORATED, Plaintiff V. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3965 CIVIL TERM BOULWARE TECHNOLOGIES, INC., : CIVIL ACTION-LAW AND JAMES BOULWARE, Individually and as president and chief executive officer : JURY TRIAL DEMANDED OfBoulware Technologies, Inc., Defendants CERTIFICATE OF SERVICE I hereby certify that on September U 1999, I, David A. Baric, Esquire, of O'Brien, Baric & Scherer, did serve a copy of the Reply, Answer and New Matter, by first class U.S. mail, postage prepaid, to the parties listed below, as follows: George B. Faller, Jr., Esquire Martson, Deardorff, Williams and Otto Ten East High Street Carlisle, Pennsylvania 17013 Julie A. Doherty, Esquire Fabyanske, Westra & Hart , P.A. 920 Second Avenue South, Suite 1100 Minneapolis, MN 55402 Awe? : David A. Baric, Esquire ?, o U ? < , ,? Z ? ? 'tl V = N ? ? $ J m ? 6 7.? ? 41 ? a m 0 F 1LILLSIIIATAFILII?(IIiNWC'"199'6-RLS INLn CrtaN 042.U,,,""A,, Ra'iuvl Wr$p/yy l: U: IUYAI W:A I CARLISLE SYNTEC INCORPORATED, Plaintiff V. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA BOULWARE TECHNOLOGIES, INC., ' NO. 99 3965 - CIVIL TERM and JAMES BOULW CIVIL ACTION-LAW , vi, and as president and chef e xe u?ti euofficer ofBoulware Technologies, Inc., Defendants JURY TRIAL OF TWELVE DEMANDED ' ' RFSPpNSF Tn pI ? rw 136. The averments of Defendant's Answer with New Matter and Counterclaim are hereby incorporated by reference. 137-140. Denied. To the contrary, see the averments stated in BTI's Counterclaim 141-145. The averments of these paragraphs are conclusions of law to which no response is required. To the extent a response may be deemed required, these averments are denied. MARTSON DEARDORFF WILLIAMS & OTTO By Georg Faller, Jr., Esquire I.D. Number 49813 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Attorneys for Defendants Date: September 20, 1999 I, Nichole L. Myers, an authorized agent of Martson Deardorff Williams & Otto, hereby certify that a copy of the foregoing Defendants' Response to Plaintiff's New Matter was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: David A. Baric, Esquire O'BRIEN, BARIC & SCHERER 17 West South Street Carlisle, PA 17013 Julie A. Doherty, Esquire FABYANSKE, WESTRA & HART, P.A. 920 Second Avenue South, Suite 1100 Minneapolis, MN 55402 MARTSON DEARDORFF WILLIAMS & OTTO Nichole L. Myers J Ten East High Street Carlisle, PA 17013 (717) 243-3341 Dated: September 20, 1999 I L Ll U? t7 Z ? ? z V C O l o rn S C C) j SHERIFF'S RETURN - U.S. CERTIFIED MAIL CASE NO: 1999-03965 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND CARLISLE SYNTEC INCORPORATED VS. BOULWARE TECHNOLOGIES INC ET R. Thomas Kline , Sheriff or Deputy Sheriff of CUMBERLAND County, Pennsylvania, who being duly sworn according to law, served the within named DEFENDANT, BOULWARE TECHNOLOGIES INC by United States Certified Mail postage prepaid, on the 29th day of June 1999 , at 8:00 HOURS, at 12920 HIGHCLERE BURNSVILLE, MN 55337 a true and attested copy of the attached COMPLAINT together with NOTICE The returned receipt card was signed by on 0/00/0000. RETURN CARD NEVER RECEIVED Sheriff's Costs: So answers: Docketing 18.00 Cert Mail Affidavit 5.00 / G Surcharge 8.00 omas icr ne, SFieri S3T SSO' BRIEN, BARIC & SCHERER 10/25/1999 Sworn and subscribed to before me this 6', day of 19 gnA-D. 7 ~71LcQCe -? T J-Froono ary a , SHERIFF'S RETURN - U.S. CERTIFIED MAIL CASE NO: 1999-03965 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND CARLISLE SYNTEC INCORPORATED VS. BOULWARE TECHNOLOGIES INC ET R. Thomas Kline , Sheriff or Deputy Sheriff of CUMBERLAND County, Pennsylvania, who being duly sworn according to law, served the within named DEFENDANT, BOULWARE JAMES (PRESIDENT) by United States Certified Mail postage prepaid, on the 29th day of June 1999 , at 8:00 HOURS, at 12920 HIGHCLERE BURNSVILLE, MN a true and attested copy of the attached COMPLAINT together with NOTICE The returned receipt card was signed by JAMES BOULWARE on 7/02/1999. Sheriff's Costs: So answe s: Docketing 6.00 Cert Mail 5.85 Surcharge .00 ?v?r«' g 8.00 '11LUIUU? gn $T9789- 100/25EN BARIC & SCHERER Sworn ang subscribed to before me this Dday of 19 -?? ro one a y ?? m SENDER: M • Complete items 1 emUar2 for additional services I also wish to receive the 0 m . • Com P plete items 1,4 8 , and 4b. . rint your name antl oacross on the reverse t thi f following services (for an card a s orm so to you . that we can return this extra fee): m he • Attach this lone e. the front of the mailpiece, or on the back permil. Wa ' it space does not 1.0 Addressee's Address . `-' m • te getum Receipt ROquested'on the mailpiece below the article number. 2. ? Restricted Delivery • The Return Receipt will show to whom the aditle was aoliv r d t 0 e e and the date delivered. Consult postmaster lOr fee c M 3. Article Addressed to: . 4a. Article Number w a 0 a James BOU.ware 4b. service Type , E uu 129 High(:lei:e ? Registered 'Er Certilled Burnsville, MN 1553 37 ? Express Mail ? Insured cc d ? Return Receipt for Merchandise ? COD 5. a. _ Ps i ?lll?(UZZ(I 1, December 1994 and lee is paid) o 0 r /requested a m Return I- ,eilf MARTSON DEARDORFF 'WILLIAMS & OTTO MI?W?O • INi1rYHAn11N- Aur'icr r'?Arn+w.'r TEN EAST HIGH STREET CARLISLE. PENNSYLVANIA 17011 DEC 0 a 1999b ax.?..w_... r 7 1 _ I- 11 CARLISLE. SYNTEC INCORPORATED, Plaintiff V. BOULWARE TECHNOLOGIES, INC., AND JAMES BOULWARE, Individual and as president and chief executive officer of Boulware Technologies, Inc., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-3965 CIVIL TERM CIVIL ACTION-LAW JURY TRIAL DEMANDED D ORDER AND NOW, this f c?j day o r, 1999, pursuant to a Stipulation of the parties through their counsel, it is hereby ordered that all Answers To Discovery supplied in this case shall remain confidential and not be disclosed to anyone other than the parties, their counsel and any experts retained for the purposes of this case. Provided, however, that this Stipulation shall not preclude the parties, their respective counsel or experts from contacting potential witnesses disclosed in the Answers To Discovery and, further, documents produced by either party may be shown to witnesses called upon to testify at deposition or at trial. N -) I L' 1. 13 I C ...: :1. F- ? Cl -:) 0 U? U BY THE COURT, CARLISLE SYNTEC INCORPORATED, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. 99-3965 CIVIL TERM BOULWARE TECHNOLOGIES, INC., : CIVIL ACTION-LAW AND JAMES BOULWARE, Individual and as president and chief executive officer : JURY TRIAL DEMANDED of Boulware Technologies, Inc., Defendants STIPULATION FOR CONFIDENTIALITY OF DISCOVERY The parties through their respective counsel hereby agree and stipulate that all Answers to Discovery supplied in this case shall remain confidential and not be disclosed to anyone other than the parties, their counsel and any experts retained for the purposes of this case. Provided, however, that this Stipulation shall not preclude the parties, their respective counsel or experts from contacting potential witnesses disclosed in the Answers To Discovery and, further, documents produced by either party may be shown to witnesses called upon to testify at deposition or at trial. The parties further agree that a Protective Order shall be entered incorporating this Stipulation. O'BRIENJ, BARIC &&SCHE BY 'S David A. Baric, Esquire I.D. # 44853 17 West South Street Carlisle, Pennsylvania 17013 (717) 249-6873 MARTSON, DEARDORFFF,, WILLIAMS & OT BY & eorge B. Faller, Jr., uve I.D. # 49813 4:a- Ten East High Street Carlisle, Pennsylvania 17013 (717) 243-3341 Attorney for Plaintiff Attorney for Defendants DATE: L /^ DATE: I ' Cl 6661, t: A O N oz % Q T a s t t wi I I Z ! yi.. U :. •.I j LL U.1 (L CJ m U fi MARTSON DEARDORFF WILLIAMS & OTTO mpw INf(IWpnON • Mmcn•AIm11AlY TEN EAST HIGFI STREET CARLISLE, PENNSYLVANIA 17013 DEC - 8? 1 j 1, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ------------------------------ Carlisle Syntec Incorporated, File No. 99 3965 - CIVIL TERM CIVIL ACTION-LAW Plaintiff, JURY TRIAL OF TWELVE DEMANDED V. ORDER Boulware Technologies, Inc., and James Boulware, Individually, and as president and chief executive officer of Boulware Technologies, Inc., Defendants. -------------------------- AND NOW, this 1--- day of December, 1999, it is hereby ORDERED and DECREED that John A. Cotter, Esquire, and Nicholas A.J. Vlietstra, Esquire, be hereby specially admitted to the bar of this Commonwealth under Pennsylvania Bar Admission Rule 301 as co-counsel representing Defendants Boulware Technologies, Inc. and James Boulware in this matter. BY THE C URT, J. 0537574.01 ., _ . . ? ? , _ : ? ? ?? ? •: ?... .L: ?._i 1! !. ;,? . u_ C_ L? ' G- _ 1 ?. ? '- (: ' U IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ----------------------------- Carlisle Syntec Incorporated, File No. 99 3965 - CIVIL TERM CIVIL ACTION-LAW Plaintiff, V. JURY TRIAL OF TWELVE DEMANDED Boulware Technologies, Inc., and James Boulware, Individually, and as president and chief executive officer of Boulware Technologies, Inc., Defendants. ------------------------- MOTION FOR SPECIAL ADMISSION OF CO-COUNSEL ON BEHALF OF DEFENDANTS George B. Faller, Jr., Esquire, counsel for Defendants Boulware Technologies, Inc., and James Boulware, respectfully moves this Court pursuant to Pennsylvania Bar Admission Rule 301 for the admission pro hac vice of John A. Cotter, Esquire, and Nicholas A.J. Vlietstra, Esquire, as co-counsel in this matter and, in support thereof, represents as follows: I am a member in good standing of the bar of the Commonwealth of Pennsylvania, and am qualified to practice in the courts of the Commonwealth. 2. I represent defendants Boulware Technologies, Inc., and James Boulware in this matter and am their counsel of record. 3. This is a case involving multiple counts surrounding the sale of industrial equipment and services from defendants to plaintiff. 4. Defendants Boulware Technologies, Inc., and James Boulware desire to have Mr. Cotter and Mr. Vlietstra assist in the trial of this matter on their behalf and represent them in all related proceedings before this Court. Mr. Cotter's affidavit in support of this motion is attached hereto as Exhibit "A." 6. Mr. Vlietstra is Mr. Cotter's associate. Mr. Vlietstra's affidavit in support of this motion is attached hereto as Exhibit "B." 7. Mr. Cotter and Mr. Vlietstra are duly licensed to practice law by the State of Minnesota. Mr. Cotter was admitted to the bar of the State of Minnesota eighteen years ago and Mr. Vlietstra was admitted in 1993. Both are members in good standing of the bar of the State of Minnesota and neither is under suspension or disbarment by any court. 8. The plaintiff will not be prejudiced in any way if Mr. Cotter and Mr. Vlietstra are admitted to the bar of this Court pro hac vice. 9. No good cause exists to deny the admission of Mr. Cotter or Mr. Vlietstra pro hac vice. WHEREFORE, George B. Faller, Jr., Esquire, respectfully requests that this Court enter the attached Order admitting John A. Cotter, Esquire, and Nicholas A.J. Vlietstra, Esquire, pro hac vice to serve as co-counsel for Defendant Boulware Technologies, Inc., and Defendant James Boulware. DEADO FF ILLIAMS & OTTO I!f?/?/ Geotgp'B. Faller, Jr., Esq I.D. No. 49813 Ten East High Street Carlisle, PA 17013-3093 (717) 243-3341 Date: December 7, 1999 Attorneys for Defendants 0537507.01 2. Exhibit A IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Carlisle Syntec Incorporated, V. File No. 99 3965 - CIVIL TERM CIVIL ACTION-LAW Plaintiff, Boulware Technologies, Inc., and James Boulware, Individually, and as president and chief executive officer of Boulware Technologies, Inc., Defendants. STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) JURY TRIAL OF TWELVE DEMANDED AFFIDAVIT OF JOHN A. COTTER, ESQUIRE, IN SUPPORT OF MOTION FOR SPECIAL ADMISSION OF CO- COUNSEL ON BEHALF OF DEFENDANTS BOULWARE TECHNOLOGIES, INC., AND JAMES BOULWARE I, John A. Cotter, Esquire, having been duly swom, take this Affidavit in Support of the foregoing Motion for Special Admission of Co-Counsel on behalf of Defendants Boulware Technologies, Inc., and James Boulware as follows: I desire to be specially admitted pro hac vice to the bar of Commonwealth of Pennsylvania pursuant to Pennsylvania Bar Admission Rule 301, as co-counsel for Defendants Boulware Technologies, Inc., and James Boulware in the matter of Carlisle Syntec Incorporated v. Boulware Technologies, Inc., and James Boulware, Court of Common Pleas of Cumberland County, Civil Term, 1999, No. 3965. 2. I am a shareholder in the law firm of Larkin, Hoffman, Daly & Lindgren, Ltd., 7900 Xerxes Avenue South, Suite 1500, Bloomington, Minnesota 55431 and am duly licensed to practice law by the State of Minnesota. I was admitted to the bar of the State of Minnesota eighteen years ago. I am a member in good standing of the bar of the above-listed court and am not under suspension or disbarment by any court. Exhibit "A" 3. Upon my admission pro hac vice, and pursuant to Pennsylvania Bar Admission Rule 301,1 will assist and be associated in this matter with Pennsylvania counsel of record George B. Faller, Jr., Esquire, of Manson Deardorff Williams & Otto, Ten East High Street, Carlisle, PA 17013. 4. Defendants Boulware Technologies, Inc., and James Boulware have asked me to represent them in the trial of this matter along with George B. Faller, Jr., Esquire. 5. There is good cause for my admission pro hac vice. I have a personal working relationship with Defendants, who have been involved with the specific factual circumstances of this case. 6. If specially admitted to the bar of Commonwealth, I will be admitted solely for the purpose of participating in this particular action. I am willing and able to comply with all rules of this Court relating to admission, professional conduct, and civil procedure. 8. Plaintiff will not be prejudiced in any way if I am specially admitted to the Bar of Commonwealth of Pennsylvania as co-counsel for Defendants Boulware Technologies, Inc., and James Boulware in this matter. 9. No good cause exists to deny my spec' Zn ssi as hA. Cotter Subscribed and swom to before me this L day of 4ev4mbQx, 1999. Dewy%b V Notary Ppbl?LV W 053,510.01 ?J ItUL *KM wrwt "W-MMEM '1® ypo.l.roa.?.?oe 2. Exhibft B IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ----------------------------- Carlisle Syntec Incorporated, File No. 99 3965 - CIVIL TERM CIVIL ACTION-LAW Plaintiff, V. Boulware Technologies, Inc., and James Boulware, Individually, and as president and chief executive officer of Boulware Technologies, Inc., JURY TRIAL OF TWELVE DEMANDED Defendants. STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) AFFIDAVIT OF NICHOLAS A.J. VLIETSTRA, ESQUIRE, IN SUPPORT OF MOTION FOR SPECIAL ADMISSION OF CO-COUNSEL ON BEHALF OF DEFENDANTS BOULWARE TECHNOLOGIES, INC., AND JAMES BOULWARE I, Nicholas A.J. Vlietstra, Esquire, having been duly sworn, take this Affidavit in Support of the foregoing Motion for Special Admission of Co-Counsel on behalf of Defendants Boulware Technologies, Inc., and James Boulware as follows: 1. I desire to be specially admitted pro hac vice to the bar of Commonwealth of Pennsylvania pursuant to Pennsylvania Bar Admission Rule 301, as co-counsel for Defendants Boulware Technologies, Inc., and James Boulware in the matter of Carlisle Syntec Incorporated v. Boulware Technologies. Inc., and James Boulware, Court of Common Pleas of Cumberland County, Civil Term, 1999, No. 3965. 2. I am an associate the law firm of Larkin, Hoffman, Daly & Lindgren, Ltd., 7900 Xerxes Avenue South, Suite 1500, Bloomington, Minnesota 55431 and am duly licensed to practice law by the State of Minnesota. I was admitted to the bar of the State of Minnesota in 1993. I am a member in good standing of the bar of the above-listed court and am not under suspension or disbarment by any court. Exhibit "B" 3. Upon my admission pro hac vice, and pursuant to Pennsylvania Bar Admission Rule 301, I will assist and be associated in this matter with Pennsylvania counsel of record George B. Faller, Jr., Esquire, of Martson Deardorff Williams & Otto, Ten East High Street, Carlisle, PA 17013. 4. 1 am an associate of John A. Cotter's. Defendants Boulware Technologies, Inc., and James Boulware have asked Mr. Cotter and myself to represent them in the trial of this matter along with George B. Faller, Jr., Esquire. 5. There is good cause for my admission pro hac vice. My colleague, John A. Cotter, who also seeks admission pro hac vice, has a personal working relationship with Defendants who have been involved with the specific factual circumstances of this case. 6. If specially admitted to the bar of Commonwealth, I will be admitted solely for the purpose of participating in this particular action. I am willing and able to comply with all rules of this Court relating to admission, professional conduct, and civil procedure. 8. Plaintiff will not be prejudiced in any way if I am specially admitted to the Bar of Commonwealth of Pennsylvania as co-counsel for Defendants Boulware Technologies, Inc., and James Boulware in this matter. 9. No good cause exists to deny my special admi ipt3 as co-co el ri att Nicholas A.J. Vlietstra Subscribed and sworn to before me this 4lda f ,1 999. ?^'^ ?"JENNIFER K GROVE N lc A? NOTARY PUBLIC-MINNESOTA 0537567.01 \??• My Comm. 4Jen. 81,2W0 2. CERTIFICATE OF SERVICE I, Nichole L. Myers, an authorized agent of Martson Deardorff Williams & Otto, hereby certify that a copy of the foregoing Motion for Special Admission of Co-Counsel on Behalf of Defendants was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: David A. Baric, Esquire O'BRIEN, BARIC & SCHERER 17 West South Street Carlisle, PA 17013 Nicholas A.J. Vlietstra, Esquire LARKIN, HOFFMAN, DALY & LINDGREN, LTD 1500 Norwest Financial Center 7900 Xerxes Avenue South Bloomington, MN 55431-1194 John A. Cotter, Esquire LARKIN, HOFFMAN, DALY & LINDGREN, LTD 1500 Norwest Financia! Center 7900 Xerxes Avenue South Bloomington, MN 55431-1194 MARTSON DEARDORFF WILLIAMS & OTTO By Nichole L. Myers Ten East High Street Carlisle, PA 17013 (717) 243-3341 Dated: December 7. 1999 ?? x ?J >- .?? ? ?,- _., ( ?r ??1 ?f ? 1?. r Fn : it ?. : L' ..u i l ..' i G::: a. c?? `'i %? c!? CJ i CARLISLE SYNTEC INCORPORATED, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. 99-3965 CIVIL TERM BOULWARE TECHNOLOGIES, INC., : CIVIL ACTION-LAW AND JAMES BOULWARE, Indivdually and as president and chief executive officer : JURY TRIAL DEMANDED of Boulware Technologies, Inc., Defendants PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY: Please mark the above matter as having been discontinued without prejudice. O'BRIEN, BARIC & S ERER blv?RIZ' David A. Baric, Esquire I.D.# 44853 17 West South Street Carlisle, PA 17013 (717) 249-6873 Attorney for Plaintiff Please mark the counterclaim in the above matter as having been discontinued without prejudice. MARTSON, DEARDORFF, WILLIAMS & OTTO 'treorge B. Faller, Esgd I.D. # 49813 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorney for Defendants/Counter Plaintiff ? ( i.l n x S ua ? ,y J U ? H 5 m ? 4] _ C ? ? J