Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 12

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          Schoenecker's health insurance premiums and the full premium for            
          Mr. Schoenecker's life insurance.  The section 401(k) plan of BI            
          was adopted July 1, 1984, and provided for salary reduction                 
          contributions by persons covered by the plan of a minimum of l              
          percent to a maximum of 13 percent of certified earnings.                   
               Animal Fair was acquired by BI in 1965.  The corporate and             
          business names were changed to Carousel By Guy, Inc., in 1989.              
          In its fiscal year 1991 a large portion of the assets of Animal             
          Fair, including its name, was sold.  The corporate name was then            
          changed back to Animal Fair, Inc.  Originally Animal Fair                   
          manufactured and sold stuffed animals.  Animal Fair, after its              
          acquisition by BI, expanded to three divisions: a toy division, a           
          gift division, and a premium division.  In its fiscal year 1988             
          the toy division of Animal Fair was liquidated, and in its fiscal           
          year 1991 the gift division was sold.  Animal Fair paid                     
          compensation to Mr. Schoenecker for each of its fiscal years                
          1988, 1989, and 1990 of $100,000.  For its fiscal year 1991,                
          compensation of $100,000 was awarded to Mr. Schoenecker, but was            
          not paid until after June 30, 1991.  Mr. James Kelly was paid               
          $90,000 by Animal Fair for its fiscal year 1988, $110,000 for its           
          fiscal year 1989, $122,500 for its fiscal year 1990, and $215,000           
          for its fiscal year 1991.  For its fiscal year 1988 Animal Fair             
          paid Mr. Richard Duff $103,750 and Mr. Dean Fitch $156,922 for              
          service for three-quarters of the year, and Mr. William Jeurgens            





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