7. The sale and purchase of the said export business hereinbefore agreed to be made are subject to and with the benefit of all contracts heretofore made by the respective parties hereto of the first six parts, with their agents or other persons interested in the said businesses so far as such contracts are now in force, save and except that if the Imperial Company is under an obligation to buy the shares of G. F. Todman in W. D. & H. O. Wills (Australia), Limited, at any price not approved by the British-American Company, such obligation is not agreed to be undertaken by that company. The Japanese stockholders in Murai Bros. Company, Limited, shall have the right to take from the British-American Company on or before January 1, 1904, by paying par therefor, with interest thereon at the rate of six per cent per annum (less any dividends received) from the date of their purchase by the American Company until payment, all issued stock sold by the American Company to the British-American Company in excess of sixty per cent of the total capital stock of Murai Bros. Company, Limited.

8. The dividends or proportion of dividends upon shares hereby agreed to be sold and the profits of each export business hereby agreed to be sold shall, up to the respective transfer days, belong to the respective vendors of the same.

9. The parties of the first five parts shall, respectively, clear the lands, buildings, and hereditaments hereby agreed to be sold of all mortgages, charges, and other incumbrances, and shall be entitled to the proceeds of all book debts due to the said parties, respectively, on the respective transfer days, but for a period of three calendar months thereafter the British-American Company shall be authorized on behalf of these respective parties to collect and receive such book debts, and the proceeds shall be from time to time paid over to the parties entitled thereto at the end of every month.

10. The British-American Company shall undertake the observance and performance of all covenants and conditions on the part of the lessee or tenant in any lease of or agreement relating to the lands, buildings, and hereditaments hereby agreed to be sold, and thenceforth on the part of the lessee or tenant to be observed and performed, and the British-American Company shall also, as from the same date, undertake the performance of all contracts bona fide entered into by the parties of the first five parts in the ordinary course of carrying on their export business and

particularly applicable thereto, and shall indemnify the parties of the first five parts against all proceedings, claims, and demands in respect thereof.

II. All books of account of the parties of the first and second parts referring solely to the export businesses hereby agreed to be sold, and all books of reference to customers and other books and documents of the said parties relating solely to the said export businesses (except the statutory and minute books, and any other books of a private nature) shall be delivered to the British-American Company upon completion of the purchase, and the British-American Company shall thenceforth be entitled to the custody thereof and to the use thereof for the purpose of carrying on its business, but, nevertheless, the parties of the first and second parts shall have free access at all reasonable times to the said books and documents, or any of them, for any reasonable purpose, and to the temporary use of the same for the purpose of any legal proceedings. The parties of the third, fourth, and fifth parts shall deliver to the British-American Company a list of their respective customers for the export businesses hereby sold and any books used exclusively in connection with such business.

12. The British-American Company shall from the time of any property being at its risk be entitled to the benefit of all current insurances, and the parties of the first five parts shall be entitled to repayment of a proportionate part of the premiums already paid for the unexpired portion of the current year of any policy, and all periodical payments shall be apportioned as from the respective transfer days hereinbefore mentioned.

13. The purchases shall be completed on or before the 1st day of January, 1903, in London, and the consideration for the same shall be paid or satisfied subject to the provisions of this agreement and thereupon and from time to time the parties of the first five parts shall execute and do all such assurances and things for vesting the said premises in the British-American Company and giving to it the full benefit of this agreement as shall be reasonably required. 14. As regards any of the premises subject to mortgages which can not be paid off until after the time of completion, the parties of the first five parts shall, if so desired by the British-American Company, convey the said premises subject to the mortgages affecting the same, respectively, and the British-American Company shall retain out of the consideration aforesaid a sum sufficient to pay off and satisfy the claims under such mortgage.

15. In any and every case where any leaseholds hereby agreed to be sold, are only assignable with the consent of the landlords from whom the same respectively are held, the parties of the first five parts, or such of them as hold such leaseholds, shall use their best endeavors to obtain the requisite consent for the assignment to the British-American Company, and in any case where such consent can not be conveniently obtained the parties of the first five parts or such of them as hold such leaseholds as aforesaid shall execute a declaration of trust in favor of the British-American Company, or otherwise deal with the same as the British-American Company shall direct.

16. The possession of the property hereby agreed to be sold by the Ogden Company shall be delivered to the British-American Company on the Ogden transfer day, and the possession of the properties hereby agreed to be sold by the parties hereto of the first, third, fourth, and fifth parts shall, subject as hereinafter mentioned, be delivered to the British-American Company on the Imperial and American transfer day, but if the said parties of the third, fourth, and fifth parts shall not be able to deliver possession on the last-mentioned transfer day, the said parties shall from such day until delivery of possession carry on and conduct their export business for the benefit of the British-American Company, and shall account to that company for all the profits arising therefrom, but the British-American Company shall pay interest at the rate of five per cent per annum on the purchase money from the transfer day until actual payment.

17. For the purposes of title of the lands, buildings, and hereditaments hereby agreed to be sold by the parties of the first and second parts, they shall, respectively, be deemed and taken to have entered into this contract with the British-American Company subject to the terms and stipulations of the Liverpool public sale conditions so far as the same shall be applicable to a sale by private treaty. 18. Each of the parties hereto of the first six parts hereby agrees and shall covenant with the British-American Company that the said covenanting party will not at any time after its transfer day, either solely or jointly with any other person, company, or firm, directly or indirectly, carry on or be employed, engaged, or concerned or interested in export business as defined in this agreement, except as it may be interested as a member of the BritishAmerican Company or of a company formed or to be formed with the concurrence of the British-American Company, and also except

so far as the parties of the third, fourth, fifth, and sixth parts may be interested as members of companies or firms engaged in exporting cigars and cigarettes from Cuba, Porto Rico, the Hawaiian Islands, and or the Philippine Islands, and the British American Company hereby agrees and shall covenant with each of the parties hereto of the first six parts that the British-American Company will not at any time hereafter, either solely or jointly with any other person, firm, or company, directly or indirectly, carry on or be employed, engaged, concerned, or interested in the business of a tobacco manufacturer or in any dealing in tobacco or its products except in the manner and within the limits contemplated and authorized by this agreement.

19. The British-American Company will, if and so long as thereunto required by the Imperial Company, manufacture in the United Kingdom such brands as the Imperial Company shall require for sale in the United Kingdom and for export to the United States, to be manufactured in bond, and the Imperial Company shall pay for tobacco manufactured pursuant to this clause the cost of manfacturing and packing, with an addition of 10 per cent upon such cost, and the Imperial Company shall also pay the duty.

20. This agreement is to be construed and take effect as a contract made in England and in accordance with the law of England; but to the intent that any of the parties may sue in its own country, the Imperial Company is always to have an agent for service in the United States, and each of them, the American Company, the Continental Company, the Cigar Company, and the Consolidated Company, is always to have an agent for service in England, and service on any such agent of any notice, summons, order, judgment, or other process or document in respect of this agreement, or any matter arising thereout, shall be deemed to be good service on the party appointing such agent; and as regards each of the said parties whilst and whenever there is no other agent the following shall be considered to be the agents of the respective parties duly appointed under this clause, namely: For the Imperial Company, Samuel Untermeyer, of New York City, American counsel, and for the American Company, the Continental Company, the Cigar Company, and the Consolidated Company, Joseph Hood, 41 Castle Street, Liverpool, solicitor. Notice of any appointment under this clause shall be from time to time given by the appointer to the other parties hereto. The mode of service sanctioned by this clause is not in any way to prejudice or preclude

any mode of service which would be allowable if this clause were omitted.

21. The validity of this agreement is not to be impeached on the ground that the vendors, as promoters or otherwise, stand in a fiduciary relationship to the British-American Company, and that the directors thereof being interested in the vendors' businesses do not constitute an independent board. Upon the adoption hereof by the British-American Company in such a manner as to render the same binding on that company in favour of the vendors, the said Williamson Whitehead Fuller and James Inskip shall be discharged from all liability hereunder.

22. The cost of and incidental to the formation and registration of the British-American Company shall be borne by that company. In witness whereof the said parties of the first, second, and third parts have hereunto affixed their common seals, and the said parties of the fourth, fifth and sixth parts have executed this agreement under the hand of their respective presidents, and the parties of the seventh part have hereunto subscribed their names the day and year first before written. (Signatures.)

EXHIBIT 3

INTERNATIONAL AGREEMENT IN THE EXPLOSIVES TRADE

1

AGREEMENT made this 26th day of October, 1897, between: Messrs. E. I. DU PONT DE NEMOURS & CO., of Wilmington, Del.; LAFLIN AND RAND POWDER COMPANY, of New York City; EASTERN DYNAMITE COMPANY, of Wilmington, Del.; THE MIAMI POWDER COMPANY, of Xenia, Ohio;

THE AMERICAN POWDER MILLS, of Boston, Mass.;

THE AETNA POWDER COMPANY, of Chicago, Ill.;

THE AUSTIN POWDER COMPANY, of Cleveland, Ohio;

THE CALIFORNIA POWDER WORKS, of San Francisco, Cal.;

THE GIANT POWDER COMPANY, CONSOLIDATED, of San Francisco, Cal.;

THE JUDSON DYNAMITE AND POWDER COMPANY, of San Francisco, Cal.;

(hereinafter collectively referred to as "the American Factories") of the one part, and

1 United States of America v. E. I. du Pont de Nemours & Co. Government's Exhibit No. 119, Pet. Rec. Exhibits, Vol. II, pp. 1123 ff.