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Anacomp, Inc.

1. The economic entities that are involved in the development of Anacomp’s CIS software systems are: RTS Associates, Partners of RTS Associates, Banks, Anacomp Inc. and advisory banks.

2. - RTS Associates has a limited partnership agreement. RTS Associates pays the development fee of $6 million dollars. Next to this if the development fees exceeds $6 million RTS is required to pay for further development costs. In returm Anacomp will develop the CIS system on order of RTS Asscoiates and market the CIS System for five years on a commission basis. Anacomp also has the option to acquire all rights of the system at the greater of its appraised fair market value or RTS’s investestment plus a fixed profit. RTS Associates can extend the five year marketing agreement if Anacomp does not market the CIS System well. * Partners of RTS Associates does an investment in RTS Associates of $1.444 million. * A Bank loan worth of $3.25 million to RTS secured by bank letters of credit and personal guarantees of the limited partners. * Anacomp Inc. is developing the system and gives a loan to RTS Associates of $2.2 million which is personally guaranteed by the limited partners. If the development fees exceed $6 million they will provide another loan worth of $1.5 million. * Advisory banks participate for a nonrefundable fee of $150.000 each. The advisory banks are permitted to review the project during development and provide input regarding changes.
The majority of risk of failure of the development is for RTS Associates. This company provides the funds for the CIS System and they have the financial risk. If it goes wrong their reputation will also lose value because they invested in a project that wasn’t working.
If the development succeeds RTS Associates has the most benefits. This is because Anacomp will market the product for

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