Estate of Rose D' Ambrosio, Deceased, Vita D'Ambrosio, Executrix - Page 3

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               VAPARO, Inc. (Vaparo), is a closely held corporation                   
          organized under the laws of the State of New York.  Vaparo was              
          formed with one class of stock, one-half of which was owned by              
          Decedent and one-half of which was owned by her son (Son).                  
          Vaparo was recapitalized on December 20, 1983, with three classes           
          of stock.  Each share of the first class, class A stock, was                
          assigned a par value of $1.  Each share of the second class,                
          class B common stock, was valued at $0.2  The third class,                  
          noncumulative convertible preferred stock, was assigned Vaparo's            
          remaining value, giving each of the preferred shares a value of             
               Immediately after Vaparo's recapitalization, its stock was             
          owned as follows:                                                           
                              Shares of      Shares of           Shares of            
                              Class A        Class B             Preferred            
          Shareholder         Stock      Common Stock            Stock                
          Son                 50             5,000               500                  
          Decedent            50             5,000               500                  
          After the recapitalization, but before September 1, 1987,                   
          Decedent gave away all of her Vaparo stock, less 470 shares of              

          1 The stipulations and attached exhibits are incorporated                   
          herein by this reference.  Decedent resided (and her will was               
          probated) in New Jersey.  The executrix resided in Brooklyn, New            
          York, when she petitioned the Court.                                        
          2 Under the recapitalization, all future appreciation of                    
          Vaparo was assigned to the class B common stock.                            

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