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© 1998 Brian F. Schreurs
Even we have a disclaimer.

TO: ALL PERSONS IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS) WHO, PRIOR TO SEPTEMBER 23, 1997, PURCHASED AT RETAIL FOR CONSUMER USE AND NOT FOR RESALE ANY AUTOMOTIVE ENGINE TREATMENT SOLD UNDER THE "SLICK 50" TRADEMARK.

THE PURPOSE OF THIS NOTICE IS TO INFORM YOU OF: (A) THE PROPOSED SETTLEMENT OF THE CLASS ACTION REFERRED TO IN THE CAPTION OF THIS NOTICE; (B) A HEARING TO BE HELD BY THE DISTRICT COURT FOR THE 68TH JUDICIAL DISTRICT OF TEXAS TO CONSIDER: (i) CERTIFICATION OF A SETTLEMENT CLASS; (ii) THE FAIRNESS, REASONABLENESS AND ADEQUACY OF THE PROPOSED SETTLEMENT AS TO THE SETTLEMENT CLASS; (iii) WHETHER CLASS COUNSEL HAVE ADEQUATELY REPRESENTED THE INTERESTS OF THE MEMBERS OF THE SETTLEMENT CLASS; AND (C) AN APPLICATION TO BE MADE BY THE ATTORNEYS FOR THE SETTLEMENT CLASS FOR AN AWARD OF ATTORNEYS' FEES AND EXPENSES, ALL AS DESCRIBED BELOW. THIS NOTICE IS GIVEN PURSUANT TO RULE 42 OF THE TEXAS RULES OF CIVIL PROCEDURE AND THE ORDER OF THE COURT SIGNED MARCH 16, 1998.

NOTICE IS HEREBY GIVEN THAT:

(a) On January 31, 1998, the parties entered into a Class Action Settlement Agreement as to the Settlement Class (the "Settlement").

(b) Pursuant to Order of the District Court for the 68th Judicial District of Texas (the "Court") dated March 16, 1998, this action (the "Action") was conditionally certified, for settlement purposes only, as a class action on behalf of: all persons (including the named plaintiffs in any of the Class Actions) in the United States, its possessions and territories (including the District of Columbia), who purchased at retail prior to September 23, 1997, any automotive engine treatment sold under the "Slick 50" trademark.

(c) Pursuant to the Order of the Court dated March 16, 1998, and pursuant to Rule 42(e) of the Texas Rules of Civil Procedure, a hearing (the "Fairness Hearing") will be held at 9:30 a.m. on July 13, 1998 (the "Hearing Date") in the courtroom for the District Court for the 68th Judicial District, Geo. L. Allen, Sr. Building, 600 Commerce Street, Dallas, Texas 75202, for the purpose of determining whether: (i) the Settlement Class should be certified pursuant to Rule 42(a) and (b)(4), Tex. R. Civ. P.; (ii) the proposed settlement on the terms and conditions provided for in the Settlement is fair, reasonable and adequate and should be approved by the Court; (iii) Class Counsel have adequately represented the interests of Settlement Class Members; and (iv) an Order of Final Approval and Judgment containing the provisions set forth in, and in the form annexed to, the Settlement should be entered thereon. An application by Class Counsel for awards of attorneys' fees and reimbursement of costs and expenses, including expert and advisors' fees, as set forth hereinafter, will be considered by the Court at a later date. The Hearing may be adjourned by the Court from time to time without any further notice.

BACKGROUND AND DESCRIPTION OF THE ACTION

1. On July 16, 1996, the Federal Trade Commission (FTC) announced the commencement of an adjudicative proceeding (the "FTC Action") against Quaker State-Slick 50, Inc., Slick 50 Management, Inc., Slick 50 Products Corp., and Slick 50 Corp. (these entities, as well as their parents, subsidiaries affiliates and successors shall be referred to herein as "Defendants"). The complaint filed in the FTC Action alleged, inter alia, that claims made in certain of the advertising and packaging for engine treatment products sold under the Slick 50 trademark allegedly either were deceptive or lacked adequate substantiation and therefore allegedly violated Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a).

2. On July 23, 1997, after more than a year of pre-trial discovery during which the FTC obtained thousands of documents from Defendants and examined through depositions Defendants' marketing and technical executives as well as executives of independent testing organizations and other third parties, the FTC and certain of Defendants entered into a settlement of the FTC Action, which settlement was approved by the FTC on December 16, 1997.

3. The settlement with the FTC provides full injunctive relief against certain future false or unsubstantiated advertising claims by Defendants concerning Slick 50. In addition, the FTC agreed not to institute an action for consumer redress under Section 19 of the FTC Act, 15 U.S.C. § 57b, if Defendants by January 1999 made available to consumer purchasers of Slick 50 at least $10 million in consumer redress in the form of discounts, cash rebates, and/or free products.

4. Shortly after the commencement of the FTC Action, certain private litigations were filed as class actions involving certain of the defendants hereto, which now remain pending in state courts in Texas, New York, California and Alabama. The case names and numbers of such litigations are Raysik v. Quaker State-Slick 50, Inc., et al., No. 9612610-C (District Court, 68th Judicial District, Dallas County, Texas) (the "Raysik Action"); Garza v. Quaker State-Slick 50, Inc., et al., No. C-1579-970 (District Court, 206th Judicial District, Hidalgo County, Texas) (the "Garza Action"); Torres & Schulz v. Quaker State-Slick 50, Inc., et al., No. 96-35848 (District Court, 68th Judicial District, Dallas County, Texas) (the "Torres Action") (by order dated October 20, 1997, the Torres Action was transferred from the District Court of Harris County to the District Court of Dallas County for consolidation with the Raysik Action); Weiss v. Quaker State-Slick 50, Inc., et al., Index No. 96-603764 (N.Y. Sup. Ct., N.Y. County); Cianciulli v. Quaker State-Slick 50, Inc., et al., No. 97-016342 (N.Y. Sup. Ct., Nassau County); Lombardi v. Quaker State-Slick 50, Inc., et al., Index No. 96-020446 (N.Y. Sup. Ct., Nassau County); Kerksieck v. Quaker State-Slick 50, Inc., et al., No. C-981799 (Superior Court, San Francisco City and County, California); and Hammack v. Quaker State Corp., et al., No. CV-96-227 (Circuit Court of Franklin County, Alabama) (the "Hammack Action"). (All of the above suits hereinafter are referred to collectively as the "Class Actions.")

5. The Class Actions seek redress for claims arising out of or related to Defendants' advertising for Slick 50. Plaintiffs allege, inter alia, that Defendants falsely represented in advertising to consumers that Slick 50 provides the following benefits to automotive engines: (1) automotive engines generally have little or no protection from wear at or just after start-up unless they have been treated with Slick 50; (2) automotive engines often experience premature engine failure caused by wear unless they are treated with Slick 50; (3) Slick 50 coats engine parts with a layer of PTFE; (4) Slick 50 meets military specifications for aftermarket motor oil additives; (5) Slick 50 reduces engine wear more effectively than motor oil alone; (6) Slick 50 reduces engine wear by up to 50 percent; (7) Slick 50 reduces engine wear by more than 50 percent; (8) Slick 50 reduces engine wear at start-up; (9) Slick 50 extends the duration of engine life; (10) Slick 50 lowers engine temperature; (11) Slick 50 reduces toxic emissions; (12) Slick 50 increases gas mileage; (13) Slick 50 increases horsepower; (14) one treatment of Slick 50 will continue to reduce engine wear for 50,000 miles; (15) tests substantiate claims that use of Slick 50 improves engine performance and reduces engine wear; and (16) Slick 50 has been used in a significant number of United States government vehicles.

6. Based upon these allegations, Plaintiffs in the Class Actions have asserted claims alleging, inter alia, fraud, negligent misrepresentation, unfair or deceptive advertising practices, violations of the consumer protection statutes of all fifty states (plus the District of Columbia and U.S. territories), breach of express and implied warranty, breach of contract, and unjust enrichment. Plaintiffs have sued on behalf of a purported class of all persons in the United States who purchased Slick 50 at retail on or before July 16, 1996 (the date the commencement of the FTC Action was announced), or thereafter, contending that they were damaged by the various alleged misrepresentations concerning the attributes of Slick 50.

7. Defendants have vigorously denied: any and all liability or damages with respect to all of the facts or claims alleged in the Class Actions; that they have engaged in any wrongdoing; that they have disseminated any false or misleading information or advertising, or made any misrepresentations regarding Slick 50 or the attributes thereof; that they have acted improperly; and any liability or damages to any named Plaintiff, any Settlement Class Member (as defined herein) or any other person or party. Defendants believe that each of the representations made in advertising regarding Slick 50 is true and adequately substantiated.

8. On May 23, 1997, after full briefing and an evidentiary hearing, plaintiff Garza's motion for class certification in the Garza Action was granted, and the court entered an order certifying a class consisting of all persons in the United States of America who, from March 14, 1993 through March 14, 1997, purchased motor oil additives, occasionally referred to as engine treatments, known by the following product names: Slick 50 Automotive Engine Formula, Slick 50 Automotive Engine Treatment, Slick 50 Advanced Formula Treatment, Slick 50 Synthetic Engine Formula and Slick 50 High Performance Engine Treatment. Defendants appealed this order to the Court of Appeals, 13th Judicial District, Corpus Christi, Texas, which appeal has been adjourned pending settlement negotiations. The Hammack Action had been stayed because of the pendency of prior similar actions filed in Alabama state court and removed to the U.S. District Court for the Northern District of Alabama; but that stay was lifted after the voluntary dismissal of those prior actions. On September 22, 1997, the plaintiff in Hammack, ex parte (without notice to Defendants) and without an evidentiary hearing, obtained an order conditionally certifying a class consisting of all persons and entities in the United States who purchased at retail the after market oil additives known as "Slick 50 Automobile Engine Formula," "Slick 50 Advanced Formula Engine Treatment," "Slick 50" or any Slick 50 trademarked or branded product of substantially similar composition containing PTFE at any time during the prior six years; excluded from the class were the United States Government, all agencies of the United States and all other governmental units, agencies and/or instrumentalities. The court in Hammack also scheduled a hearing for November 14, 1997, to determine whether the conditional class certification of such action is at present proper under Ala. R. Civ. P. 23; that hearing was adjourned pending settlement negotiations. In addition, in the Raysik Action, plaintiff Raysik filed a motion for class certification on May 16, 1997, which Defendants opposed; hearing on that motion also has been adjourned pending settlement negotiations.

9. In addition to the Class Actions, another suit was filed in Illinois state court, entitled Mayo v. Quaker State - Slick 50, Inc. et al., No. 97CH01493 (Circuit Court of Cook County, Chancery Div.), which action was removed by Defendants to the United States District Court for the Northern District of Illinois on March 7, 1997 (the "Mayo Action"), and, on June 23, 1997, the court issued an order staying the Mayo action for one (1) year. The Mayo Action purported to be filed on behalf of a putative class similar to the Settlement Class (as defined herein), and involves claims against Defendants which are substantively similar to those alleged in the Class Actions.

PLAINTIFFS' POSITION AS TO THE SETTLEMENT

10. Although Plaintiffs in the Class Actions and their counsel believe that the claims asserted in the Class Actions have merit, Plaintiffs and their counsel believe that this Settlement is advantageous to the Settlement Class, and therefore Plaintiffs desire to settle all claims that have been or might have been asserted in the Class Actions against Defendants arising out of or in any manner whatsoever related to the advertising or packaging of Slick 50 prior to September 23, 1997, as provided in the Settlement. Plaintiffs and their counsel reached this conclusion after having made, through their counsel, a sufficient investigation of the facts and law relating to the Class Actions, including examination of all documents produced by Respondents in the FTC Action, conducting depositions of several present and former senior executives of Defendants, reviewing transcripts of the depositions of Blue Coral witnesses taken in the FTC Action and retaining experts to review the test results of Slick 50 produced by Defendants, and after having taken into account, through their counsel, the risks as to establishing liability and damages, obtaining class-wide relief, and prevailing on Defendant's affirmative defenses, as well as considerations of delay, expense and other burdens and uncertainties of litigation, balanced against the substantial and immediate financial benefits that the Settlement Class will receive as a result of the Settlement -- which exceed by a considerable amount those agreed to by the FTC in the settlement of the FTC Action. Counsel for Plaintiffs have no reason to believe that the Settlement, on the terms and conditions provided, is anything other than fair, reasonable and adequate to the Settlement Class, or that it was not, or will not be, effectuated with entire fairness. Based upon these considerations, Plaintiffs and their counsel have concluded that the Settlement is fair, reasonable and adequate, and that it is in the best interests of the Settlement Class to settle the action on the terms and subject to the conditions set forth therein. The Settlement and all related documents are not and shall not be offered, used or construed as an admission by Plaintiffs or any of them as to any lack of merit in the claims alleged in any of the Class Actions.

DEFENDANTS' DENIALS OF WRONGDOING

11. Although having denied and continuing to deny all allegations of wrongdoing or liability or obligation to the Settlement Class with respect to the matters here in issue, and although contending that they acted properly and lawfully at all times, the Defendants desire to settle and terminate the Class Actions and the claims that are or could have been alleged therein on behalf of purchasers of Slick 50 at retail arising from or relating to the facts and matters alleged in the Class Actions upon the terms and conditions set forth in the Settlement, in order to avoid further expensive, burdensome, and protracted litigation, without in any way acknowledging any fault or liability. The Settlement and all related documents are not and shall not be offered, used or construed as an admission by Defendants, or any of them, of any of the claims of wrongful conduct or liability alleged in the Class Actions, or of any lack of merit to any of the positions taken by Defendants in the Class Actions.

THE SETTLEMENT CLASS

12. As used herein, the term "Settlement Class" shall consist of all persons (including the named plaintiffs in any of the Class Actions) in the United States, its possessions and territories (including the District of Columbia), who purchased at retail prior to September 23, 1997, any automotive engine treatment products sold under the "Slick 50" trademark who do not exclude themselves from the Settlement Class pursuant to Section 26 herein. This class definition excludes Blue Coral, its employees and members of their immediate families. Class members shall be referred to herein as "Settlement Class Members."

SUMMARY OF THE PROPOSED SETTLEMENT WITH THE SETTLEMENT CLASS

A. Financial Benefit to Settlement Class Members.

13. On January 31, 1998, Plaintiffs and Defendants, by their respective counsel, entered into the Settlement, which, if approved by the Court, will result in the dismissal with prejudice of all claims of the Settlement Class and the release of, among others, Defendants, their current or former parents, affiliates, predecessors, successors, subsidiaries and certain other persons, including but not limited to their officers, directors, employees and shareholders, from any liability based on any claims arising out of the matters that were or could have been raised by the Settlement Class in the Class Actions. The Settlement is subject to final approval by the Court. The full Settlement is on file with the Clerk of the Court and is available for your inspection as described herein.

14. For each Settlement Class Member, Defendants agree to make available, on the terms and conditions set forth in the Settlement, the following financial benefits to or on behalf of each Settlement Class Member.

a. Except as otherwise provided with respect to multiple purchases of Slick 50, each Settlement Class Member shall be entitled to receive one rebate form entitling such Settlement Class Member to a cash rebate of up to fifteen dollars ($15.00) payable upon the purchase, after the Effective Date of the Settlement, of products and/or services that qualify for such rebates (each a "Qualifying Product") as identified in Exhibit A hereto, provided that such Settlement Class Member: (i) satisfies all applicable qualification requirements and timely submits a valid proof of claim form (except as is otherwise provided with respect to Identified Settlement Class Members); and (ii) timely submits a valid rebate form with the required proof of purchase of a Qualifying Product, in accordance with the procedures outlined herein.

b. Settlement Class Members who have made multiple purchases of Slick 50 prior to September 23, 1997, shall be entitled to one fifteen dollar ($15.00) rebate form for each such purchase, provided that the Settlement Class Member submits Proof of Purchase (as defined herein) with the proof of claim form, for each purchase of Slick 50 with respect to which a rebate form is sought. For example, if a Settlement Class Member made two purchases of Slick 50 prior to September 23, 1997, proof of both purchases must be submitted for the Settlement Class Member to be eligible for a rebate form for each such prior purchase of Slick 50. Settlement Class Members seeking a rebate form for only one such prior purchase of Slick 50 shall not be required to submit proof of that purchase.

B. Claims Process.

15. Following final approval of the Settlement, and as part of the Notice of Final Approval and Judgment, Defendants shall provide proof of claim forms to Settlement Class Members as follows:

a. Defendants will send proof of claim forms by first-class mail to all Settlement Class Members identified by Defendants through a reasonable review of their records ("Identified Class Members") at their last known addresses. Identified Settlement Class Members need to submit completed proof of claim forms only to the extent they seek to obtain rebate forms for multiple purchases of Slick 50.

b. Defendants will provide proof of claim forms to Settlement Class Members: (1) as part of the published Notice of Final Approval and Judgment; (2) who write to Defendants at an address specified in the published Notice of Final Approval and Judgment; (3) who request a proof of claim form through a toll-free number listed in the published Notice of Final Approval and Judgment; and (4) as part of the Notice of Final Approval and Judgment which can be downloaded from the Internet website to be established and maintained by Defendants.

16. The proof of claim form will permit each Settlement Class Member to qualify to receive a rebate form, entitling the Settlement Class Member to a rebate upon the purchase of a Qualifying Product. Except as provided with respect to Identified Settlement Class Members, in order to be eligible to receive a rebate form, a Settlement Class Member must complete and submit, in the manner set forth in the Notice of Final Approval and Judgment, a duly executed proof of claim form by first-class mail, postage pre-paid and postmarked no later than ninety (90) days after the Effective Date of the Settlement.

17. Each Settlement Class Member who submits a valid proof of claim form shall be entitled to receive a rebate form entitling that Settlement Class Member to a potential cash rebate of fifteen dollars ($15.00) (subject to the terms and conditions described below) without providing proof that he/she previously purchased Slick 50, except that each such Settlement Class Member must sign the attestation included in the proof of claim form that he/she purchased Slick 50 prior to September 23, 1997. A Settlement Class Member who has purchased Slick 50 on more than one occasion shall be entitled to receive a rebate form for each of such purchases, provided that the Settlement Class Member attests in the proof of claim form to the number of purchases for which cash rebates are sought and submits to Defendants, in addition to a valid proof of claim form, Proof of Purchase (as defined herein) for each prior purchase of Slick 50 for which a rebate form is sought. "Proof of Purchase" must be either: (i) an original retailer's or credit card receipt that clearly identifies Slick 50 as the product purchased and reflects a date of purchase prior to September 23, 1997; or (ii) the original Proof of Purchase symbol from the Slick 50 package (found on the top inside cover) for each such product purchased prior to September 23, 1997. Proof of Purchase(s) for each purchase of Slick 50 for which a rebate form is sought must be submitted with the proof of claim form, duly executed by the Settlement Class Member and submitted by first-class mail, postage pre-paid and postmarked no later than ninety (90) days after the Effective Date of this Settlement. A Settlement Class Member need only submit one proof of claim form, irrespective of the number of prior purchases of Slick 50 for which such Settlement Class Member requests a rebate form, provided that Proofs of Purchase are submitted as required for the receipt of rebate forms for multiple prior purchases.

18. Identified Settlement Class Members do not need to submit proof of claim forms if they seek only one rebate form from Defendants. Such Identified Settlement Class Members will receive one rebate form at the time Notice of Final Approval and Judgment is sent pursuant to Section 15.a. hereof. However, each such Identified Settlement Class Member who made multiple purchases of Slick 50 prior to September 23, 1997, and who seeks a rebate form for any such multiple purchases must satisfy the requirements of Section 17 hereof, and must therefore submit a proof of claim form attesting to the number of purchases for which rebate forms are sought, and must submit therewith Proofs of Purchase for each such prior purchase of Slick 50 for which a rebate form is sought. Identified Settlement Class Members will receive, with the Notice of Final Approval and Judgment, a proof of claim form that may be used to obtain rebate forms for multiple purchases made prior to September 23, 1997. The proof of claim form and accompanying Proof of Purchase materials must be submitted by first-class mail, postage pre-paid, and postmarked no later than ninety (90) days after the Effective Date of this Settlement.

19. Except as provided in Section 15.a. and 18 hereof with respect to Identified Settlement Class Members, each Settlement Class Member shall receive one rebate form (which shall be substantially in the form annexed as Exhibit B to the Settlement) for each pre-September 23, 1997 purchase of Slick 50 attested to on such person's proof of claim form, and with respect to multiple purchases for which proper Proofs of Purchase have been submitted, provided that the proof of claim form submitted by such Settlement Class Member otherwise satisfies the qualification requirements outlined in Section 17 hereof, and was submitted in a timely manner in accordance with the procedures set forth therein and in this Section. Each rebate form shall entitle the Settlement Class Member to receive up to fifteen dollars ($15.00) in cash rebates upon the purchase of a product Qualifying Product and the submission of a completed rebate form and required proof of purchase.

20. To receive the cash rebate described above, the Settlement Class Member (or permitted transferee) must satisfy the requirements of both Subsections a. and b. as follows:

a. The Settlement Class Member must purchase at retail, after receipt of a rebate form, any of the Qualifying Products at such price(s) as such products or services are offered for sale at the time of purchase. The rebate form will set forth the amount of the rebate for each Qualifying Product to which the Settlement Class Member (or transferee) will be entitled. A Settlement Class Member (or transferee) may purchase any combination of Qualifying Products that would result in an entitlement to an aggregate rebate of up to fifteen dollars ($15.00). For example, a Settlement Class Member (or transferee) may purchase one product or service that would entitle such Member (or transferee) to a cash rebate of fifteen dollars ($15.00); or such Member (or transferee) may purchase one product or service entitling the Member (or transferee) to a cash rebate of ten dollars ($10.00) and one product or service entitling the Member to a cash rebate of five dollars ($5.00); or such Member (or transferee) may purchase three products or services entitling the Member to a cash rebate of five dollars ($5.00) each; provided, however, that for any one rebate form, only one (1) purchase of Quaker State Motor Oil will qualify for a cash rebate; and

b. The Settlement Class Member must clip the official Proof of Purchase symbol(s) for the Qualifying Products or obtain a retailer's or service provider's receipt that clearly identifies the purchase of services that are Qualifying Products for which cash rebates are offered by Defendants, and must return: (i) that proof of purchase symbol; (ii) the original cash register receipt dated after the Effective Date of this Settlement, with the purchases of Qualifying Products circled; and (iii) a completed original rebate form, to the location designated to receive rebate forms (the rebate form will contain instructions explaining such return procedures) by first-class mail, postage pre-paid. Defendants will provide to each Settlement Class Member one postage pre-paid envelope with the rebate forms. Only one such envelope will be provided, regardless of the number of rebate forms ultimately provided to the Settlement Class Member. Completed rebate forms must be postmarked not later than one (1) year after the Effective Date as provided in Section 10.4 of the Settlement. Defendants will use their reasonable best efforts to ensure that within thirty (30) days after the rebate form is reviewed and determined to have met all applicable qualification requirements, the Settlement Class Member (or transferee) will be sent a cash rebate (in the form of a check) in the amount to which such Settlement Class Member (or transferee) is thereby entitled.

21. Only original rebate forms and Proofs of Purchase that satisfy all applicable eligibility requirements shall be accepted under the Settlement. Any rebate forms or Proofs of Purchase reproduced by any means shall not be eligible for cash rebates.

C. Transferability of Rebate Forms.

22. Rebate forms made available to Settlement Class Members pursuant to the Settlement are transferable to Household Members of that Settlement Class Member, provided that the Settlement Class Member submits a timely and valid proof of claim in accordance with the procedures prescribed herein. Any Household Member to whom such rebate forms are transferred must satisfy all applicable requirements set forth herein and must submit a valid and timely rebate form with Proof of Purchase to obtain a cash refund from Defendants. As used herein Household Members are the mother, father, spouse or child of a Settlement Class Member.

D. Minimum Amount of Cash Rebates to be Made Available to Settlement Class Members and Secondary Rebate Offers.

23. a. To the extent that the total aggregate value of rebate forms made available to qualifying Settlement Class Members is less than twenty million dollars ($20,000,000), Defendants shall make available to Settlement Class Members additional proof of claim and rebate forms (the "Secondary Rebate Forms"), similar to the rebate forms provided to qualifying Settlement Class Members, that will entitle Settlement Class Members to a secondary rebate (the "Secondary Rebate") on the purchase of specified products (the "Secondary Rebate Offer"). Secondary Rebates shall be available to all Settlement Class Members, including those who submitted proofs of claim, rebate forms, or received cash rebates pursuant to Sections 20 hereof.

b. The rebate form included in the first publication of any Secondary Rebate Offer pursuant to this Section shall have an aggregate rebate value to be determined by Defendants, but shall be not less than five dollars ($5.00), and to the extent such Secondary Rebate Offer provides for varying rebate amounts for individual products, there shall be at least one product for which a rebate of five dollars ($5.00) shall be available. If and to the extent that publication of subsequent Secondary Rebate Offers is necessary to satisfy the requirement that at least twenty million dollars ($20,000,000) in cash rebates be made available to Settlement Class Members through this Settlement, the aggregate face value of such subsequent rebate offer(s) will be that which is determined by Defendants to be sufficient to satisfy such minimum. The qualifying products to which any Secondary Rebate Offer made pursuant to this Section shall apply will be determined by Defendants and will be the same as or similar to the products set forth in Exhibit A hereto, and will be identified on the Secondary Rebate Offer form; provided, however, that Secondary Rebate Offers shall not be applicable to any of the services listed in Exhibit A. Any Secondary Rebate Offer(s) shall be published on a one-time basis in USA Today.

24. Each Settlement Class Member shall be entitled to only one Secondary Rebate each time such Rebate is published, regardless of the number of purchases of Slick 50 made by that Settlement Class Member. In order to be entitled to a Secondary Rebate, a Settlement Class Member must:

(a) Attest that the Settlement Class Member purchased Slick 50 prior to September 23, 1997;

(b) Purchase an eligible product at retail after the publication date of the Secondary Rebate Offer but before the expiration of the Secondary Rebate Offer (which expiration date will be reflected on the Secondary Rebate Form), at such prices as the products eligible for Secondary Rebates are offered for sale at the time of purchase.

(c) Clip the official Proof of Purchase symbol(s) for the product for which a Secondary Rebate is being sought; and return this Proof of Purchase and the original cash register receipt with the purchases circled with a completed Secondary Rebate Form to the location designated to receive rebate forms (the rebate form will contain instructions explaining return procedures) by first-class mail, postage pre-paid, and postmarked before the deadline set forth on the Secondary Rebate Form(s). Defendants will use their reasonable best efforts to ensure that within thirty (30) days after a Settlement Class Member's Secondary Rebate Form is reviewed and determined to have met all applicable qualification requirements, the Settlement Class Member will be sent a cash rebate (in the form of a check) in the amount to which such Class Member is entitled.

RELEASE OF CLAIMS

25. If the Settlement is approved by the Court, a judgment will be entered pursuant to which all claims, rights, or causes of action, whether known or unknown, and whether arising under any state or federal statutory, regulatory or common law or otherwise, based upon or arising out of the allegations or matters in issue in the Class Actions or that are related directly or indirectly in any way to the subject matter of the Class Actions (except for compliance with the Settlement), that were or might have been asserted by any plaintiff or member of the Settlement Class, either directly, representatively or derivatively against the Defendants, their current and former parents, affiliates, subsidiaries, divisions, predecessors, successors and assigns, and its or their current and former officers, directors, employees, shareholders, spouses, heirs, estates, executors, attorneys, actuaries, auditors and associates and members of their immediate families (collectively, the "Released Parties") shall be compromised, settled, released and dismissed with prejudice, without costs to any party, except as set forth therein, in exchange for the financial benefits to be provided in accordance with the terms of the Settlement.

CLASS MEMBER'S RIGHT OF EXCLUSION

26. Any person may seek to be excluded from the Settlement Class and the Settlement provided for by this Agreement by submitting a written request for exclusion. Any request for exclusion must be filed with the Clerk of the Court (with copies sent by first class mail to Counsel for Defendants and either of the persons listed as Counsel for the Class at the addresses indicated in Section 28) on or before June 25, 1998. Any Settlement Class Member so excluded shall not be bound by the terms of the Agreement, nor entitled to any of its benefits, and will not be bound by any final judgment or other order of the Court entered herein, whether pursuant to this Agreement or otherwise.

THE FAIRNESS HEARING

27. The Fairness Hearing shall be held on July 13, 1998 at 9:30 a.m. (or at any such adjourned date or time as the Court may without further notice direct) in the courtroom for the District Court for the 68th Judicial District, Geo. L. Allen, Sr. Building, 600 Commerce Street, Dallas, Texas 75202, to determine whether: (i) the Settlement Class should be certified pursuant to Tex. R. Civ. P. 42(a) and (b)(4); (ii) the proposed settlement on the terms and conditions provided for in the Settlement is fair, reasonable and adequate and should be approved by the Court; (iii) Class Counsel have adequately represented the interests of Settlement Class Members; and (iv) an Order of Final Approval and Judgment containing the provisions set forth in and in the forms annexed to, the Settlement should be entered thereon.

28. Any member of the Settlement Class may appear at the Fairness Hearing and show cause why the Settlement Class should not be certified; why the Settlement should not be approved as fair, reasonable and adequate; why Class Counsel have not adequately represented the interests of Settlement Class members; or to be heard on any other objections such Settlement Class Member may have with respect to any aspect of the Settlement and/or Class Counsel's application for an award of attorneys' fees; provided, however, that, unless the Court shall otherwise direct, no person shall be heard, and no written objection, memorandum or other paper shall be received or considered by the Court, unless such person shall file with the Clerk of the Court no later than June 25, 1998 all such written objections and papers, and showing due proof of service on Counsel for the Class and Counsel for Defendants, by hand or first-class mail, postage prepaid, at the addresses set forth below:

COUNSEL FOR THE CLASS:

Seth R. Lesser, Esq.
Bernstein Litowitz Berger & Grossmann LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 554-1400

Michael C. Spencer, Esq.
Milberg Weiss Bershad Hynes & Lerach
One Pennsylvania Plaza
New York, New York 10019
(212) 594-5300

COUNSEL FOR DEFENDANTS:

Irving Scher, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153

Any member of the Settlement Class who does not make his or her objection in the manner provided for herein shall be deemed to have waived such objection and may forever be foreclosed from making any objection or other challenge to the certification of the Settlement Class, or to the fairness, reasonableness or adequacy of the proposed settlement. If you do not object to the Settlement you do not have to do anything with respect to these proceedings or settlements.

EFFECT OF CLASS DETERMINATION

29. Only Settlement Class Members will be entitled to participate in the proposed settlements referred to above.

30. If you are a member of the Settlement Class, you may, if you desire, enter an appearance pro se or through counsel of your own choosing, at your own expense. Otherwise, you need not do anything further and your interests will be represented by Class Counsel who are: Bernstein Litowitz Berger and Grossmann LLP, 1285 Avenue of the Americas, New York, New York 10019; Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, New York, New York 10119; Mager Liebenberg & White, Two Penn Center Plaza, 10th Floor, Philadelphia, PA 19102; Lynn Stodghill Melsheimer & Tillotson, 750 N. St. Paul Street, 14th Floor, Dallas, TX 75201; Hoffman & Edelson, P.C., 45 West Court Street, Doylestown, PA 18901; Greenberg, Peden, Siegmyer & Oshman, P.C., 12 Greenway Plaza, Houston, TX 77046; Much, Shelist, Freed, Denenberg, Ament, Bell & Rubenstein, P.C.; 200 No. LaSalle Street, Suite 2100; Chicago, IL 60601; and Burr & Forman, P.O. Box 830719, Birmingham AL 35283.

REQUEST FOR ATTORNEYS' FEES AND EXPENSES

31. If the proposed Settlement is approved by the Court, Class Counsel intend to apply to the Court for an award of attorneys' fees and reimbursement of actual expenses and costs, including the fees of experts and consultants, incurred in connection with the prosecution of the Action, such sums to be paid by Defendants, but not to exceed $3,250,000.00 in the aggregate; and provided that regardless of the amount of fees or expenses awarded by the Court or incurred by Plaintiffs or the Settlement Class, Defendants in no event shall be obligated to pay more than $3,250,000.00. A separate hearing will be held to consider such application, and no further notice of such hearing will be given to Settlement Class Members. The amount awarded as attorneys' fees to Class Counsel shall be paid by Defendants in addition to, and shall not reduce, the amounts paid by Defendants in settlement of the claims here in issue.

EXAMINATION OF PAPERS

The above description of the matters involved in the Class Actions and the proposed Settlement is only a summary. You are referred to the pleadings, the Settlement Agreement and other papers filed in the Action, all of which may be inspected during ordinary business hours at the District Court for the 68th Judicial District of Texas, at the Courthouse at the above address in Dallas, Texas, for a complete description of the terms thereof. If you have any questions concerning the matters dealt with in this Notice, you may contact Class Counsel by telephone at 1-800-315-5521.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE DIRECTLY FOR SUCH INFORMATION. THE CLERK'S OFFICE IS NOT PERMITTED TO GIVE LEGAL ADVICE.

Dated: March 16, 1998

Clerk of the Court
Clerk of the 68th Judicial District Court
Geo. L. Allen, Sr. Building 3rd Floor
600 Commerce Street
Dallas, TX 75202

By Order of the 68th Judicial District Court
The Honorable Gary Hall
District Court Judge