Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 10

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          BI, have remained with it, since BI is in competition with other            
          companies engaged in a similar business.  Mr. Schoenecker has               
          personally directed efforts toward the securing of large                    
          companies as clients of BI, and through his efforts and personal            
          discussions with the officers of some of these companies, many of           
          BI's clients have been obtained.                                            
               The employment agreement between BI and Mr. Schoenecker was            
          ratified by unanimous action of the directors of BI dated                   
          January 3, 1976.  At that time, the directors were Mr.                      
          Schoenecker, Mr. MacDonald, and Mr. James E. O'Brien, an                    
          attorney.                                                                   
               Up through its fiscal year ended March 31, 1979, Mr.                   
          Schoenecker's base salary remained at $108,000 a year, but                  
          starting in its fiscal year ended March 31, 1980, after the                 
          purchase by GSI of Mr. MacDonald's stock, his base salary began             
          to increase.  Mr. Schoenecker's base salary was $400,000 for BI's           
          fiscal year ended June 30, 1988, and $500,000 for each of BI's              
          fiscal years ended June 30, 1989, 1990, and 1991.                           
               There are no corporate minutes or similar documents relating           
          to the salary of Mr. Schoenecker and his bonus for BI's fiscal              
          years 1988 and 1989.  The bonus for BI's fiscal year 1988 was               
          computed at 10 percent of net book income of BI before taxes, and           
          for its fiscal year 1989 it was computed at 12 percent of the net           
          book income of BI before taxes.  By action of the sole director             





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