Guy Schoenecker, Inc., Business Incentives, Inc., and Carousel By Guy, Inc. - Page 15

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          FY-91                                                                       
          James McGivern    Reg. Sales Manager 40,000   122,100    262,100            
          Wayne Heus        Sales Manager      40,000   212,400    252,400            
                            (Indianapolis)                                            
          William Shaw      V.P. Sales &       85,000   155,000    240,000            
                            Marketing                                                 
          Robert Van        Sr. Account Exec. 50,000    176,200    226,200            
          Buskirk           (Dallas)                                                  
          Larry             V.P. Merchandise  150,000   70,000  220,000               


              Mr. Shaw's employment agreement with BI provided for a bonus            
          composed of five elements, including sales, contributions to                
          profits, and performance based on both sales and contributions to           
          profits.  For BI's fiscal years 1990 and 1991, Mr. Shaw's stated            
          sales plan (the amount required before a bonus applied) was                 
          increased over the prior year and the fixed bonus for achieving             
          the stated sales plan was decreased from the prior year.  For               
          1990 and 1991 the stated contributions to the profits plan amount           
          before application of a bonus were increased over the prior                 
          years, and the fixed bonus for achieving the stated contributions           
          to profits plan was decreased in amount.  The performance bonus             
          was also changed to include 11 levels in BI's fiscal year 1990              
          and 10 levels in BI's fiscal year 1991, as opposed to 6 levels in           
          1989, and had a cap placed on it for BI's fiscal years 1990 and             
          1991, less than the cap in 1989.  Each of the other five top paid           





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