Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 29

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            $888,742 for BI's fiscal year 1989, $996,886.40 for BI's fiscal                                
            year 1990, and $287,010 for BI's fiscal year 1991.  This                                       
            computation is as follows:                                                                     
            Income before    8-percent of     8-percent of                                                 
            taxes of GSI     income before    income before                                                
            FY ended     & subsidiaries   taxes            taxes + $108,000                                
            June 30, 1988    $5,748,557      $459,884.56       $567,884.56                                 
            June 30, 1989     9,759,287       780,742.96        888,742.96                                 
            June 30, 1990    11,111,080       888,886.40        996,886.40                                 
            June 30, 1991     2,237,628       179,010.24        287,010.24                                 
            Total         28,856,552     2,308,524.16      2,740,524.16                                    

                 For the years 1990 and 1991 Mr. Schoenecker's bonuses were to                             
            be computed on the income of GSI and its subsidiaries, but were,                               
            in fact, computed on BI's income and, apparently, with some small                              
            error even in that computation.  Since BI's income in the years                                
            here in issue was in excess of that of GSI and its subsidiaries,                               
            the bonuses were overstated under the compensation formula set                                 
            forth in the corporate minutes for BI's 1990 and 1991 years.  The                              
            1974 agreement as to base compensation was honored through 1979,                               
            while Mr. MacDonald was still a 50-percent stockholder of BI.                                  
            Once GSI acquired all of BI's stock, and Mr. Schoenecker, as the                               
            sole stockholder of GSI was the owner of BI, the $108,000 began                                
            to increase, and by the years here in issue it was greatly                                     
            increased.  This is an indication that Mr. Schoenecker, as sole                                
            owner, fixed his own salary without real reference to the value                                
            of his services to BI.  This is further demonstrated by the                                    
            difference in the formula for bonuses for other officers and for                               
            Mr. Schoenecker and the fact that when the formula for Mr. Shaw's                              



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