Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 9

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          percent of the net profits of BI and its subsidiaries before                
          taxes.  Mr. Schoenecker was 46 years old when the employment                
          agreement was entered into.  The employment agreement contained             
          no provision for long-term incentives or retirement benefits.               
               The following table shows the book income before taxes for             
          GSI and its subsidiaries taken from GSI's financial statements.             
          Also included is the net income before taxes for GSI, which is              
          income before taxes adjusted for losses or income from                      
          discontinued operations.                                                    



          Net income before        Income before taxes                                
          FY ended      taxes of GSI & subsidiaries    GSI & subsidiaries             
          June 30, 1988           $4,302,286                $5,748,557                
          June 30, 1989            9,725,667                 9,759,287                
          June 30, 1990           11,111,080                11,111,080                
          June 30, 1991            3,224,665                 2,237,628                

               BI's transition from providing services only to local                  
          merchants, service stations, and banks, to serving some large               
          companies was gradual.  During the years here involved and for              
          some years prior to those here involved, BI would design and sell           
          integrated performance improvement programs involving numerous              
          types of services and products designed to meet the specific                
          needs of its clients.  BI's clients for these services have                 
          included such companies as AT&T, Cadillac, GTE, Quaker Oats, and            
          IBM.  Not all of these clients, after engaging the services of              





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