Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 4

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          cash to Mr. MacDonald and executed a promissory note to him in              
          the aggregate principal amount of $2,756,600.  Installment                  
          payments of $58,915 principal, plus accrued interest, were to be            
          made on April 5, June 5, September 5, and December 5 of each                
          year, plus $200,000 principal was due on January 15, 1980, and              
          January 15, 1981.  The promissory note was due and payable in               
          full by December 5, 1988.                                                   
               After the incorporation of GSI and its purchase of Mr.                 
          MacDonald's stock, the following dividends were declared by BI              
          and paid in cash to GSI by BI:                                              
          Fiscal year         Dividends declared       Amount paid                    
               3/31/79             $310,640            $310,640                       
               3/31/80             524,888             524,888                        
               3/31/81             489,426             489,426                        
          6/30/811            169,440                  169,440                        
               1982           1,613,012                1,613,012                      
               1983                204,740             204,740                        
               1984                420,070             420,070                        
               1985                388,300             388,300                        
               1986                76,248              76,248                         
               1987                105,900             105,900                        
               1988                0                        0                         
               1989                0                        0                         
               1990           5,000,002             5,000,002                         
               1991                0                     0                            
                    1 Short period due to change in fiscal year.                      

          In addition, in 1990, BI transferred improved real estate having            
          a value of approximately $2,700,000 to GSI as a dividend.                   
          Dividend payments in 1988 and prior years were used by GSI to pay           
          Mr. MacDonald.  The 1990 real estate dividend was paid as a                 





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