Estate of Robert G. Kluener, Deceased, Donald E. Hathaway, Co-executor and Charlotte J. Kluener - Page 4

            and the properties held by the ventures in which Mr. Kluener held                             
            an interest could not be sold.  During 1986 through 1989, the                                 
            ability of the ventures to pay interest to Mr. Kluener                                        
            deteriorated, and, during 1989, (1) the ventures were not                                     
            generating sufficient cash-flow to afford him an adequate source                              
            of funds to pay the interest on his debt to Fifth Third, (2) the                              
            real estate held by the ventures could not be sold for an amount                              
            sufficient to retire their debts to Mr. Kluener, and (3) Mr.                                  
            Kluener's loans to the ventures were considered worthless.                                    
                  During 1989, Mr. Kluener owned stock in ALUCHEM, an                                     
            aluminum-grinding company.  Also, during all times (prior to Mr.                              
            Kluener's death) relevant to the instant case, Mr. Kluener was                                
            the sole shareholder and chief executive officer of American                                  
            Power Equipment Co., Inc. (APECO).  During 1989 and 1990, Mr.                                 
            Kluener was also a director of APECO.  Mr. Kluener had previously                             
            been the principal executive of the Campbell Hausfeld Co.                                     
            (Campbell Hausfeld), a successful manufacturer of paint-spraying                              
            equipment in which Ms. Kluener's family held an interest and                                  
            which had been sold around 1971.  Although APECO had originally                               
            produced chain saws, upon the expiration of the covenant not to                               
            compete that he had signed when Campbell Hausfeld was sold, Mr.                               
            Kluener made APECO into a manufacturer of paint-spraying                                      
            equipment, which was its business when the events in issue in the                             
            instant case occurred.  APECO's business activities were                                      

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