Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 13

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          $122,047.  For its fiscal year 1989 Animal Fair paid Mr. Richard            
          Duff $137,500 and for its fiscal year 1990 paid him $157,000.               
          Mr. Duff was paid $34,692 for a part of Animal Fair's fiscal year           
          1991.  Mr. Schoenecker's son Larry was paid $50,000 by Animal               
          Fair for its fiscal year 1990 and $150,000 for its fiscal year              
          1991.                                                                       
               Other senior executives of BI were paid on a basis of a base           
          salary plus a bonus, which was generally computed on a percentage           
          of either sales, or income, or both, above specified amounts.               
          For its 4 fiscal years involved in this case, the total salary              
          and bonus of the five highest paid employees of BI, other than              
          Mr. Schoenecker, were as follows:                                           

























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