Estate of Paul Mitchell, Deceased, Patrick T. Fujieki, Executor - Page 29

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          For Year Ended                Amount                                        
                              7/31/90                  $12,000,000                    
                              7/31/91                  17,025,000                     
                              7/31/92                  17,025,568                     
                              7/31/93                  17,000,000                     
                              7/31/94                  17,000,000                     

          JPMS characterized these payments as compensation for services              
          rendered.                                                                   
               From August 1, 1989 through 1992, Mr. Fujieki repeatedly               
          requested in letters and at Board meetings that the Board retain an         
          independent compensation consultant to consider the reasonableness          
          of Mr. DeJoria's compensation.  The Board rejected Mr. Fujieki's            
          requests.  At this time, tension began to mount among members of            
          the Board.                                                                  
               In late 1990, Mr. Fujieki retained Coopers & Lybrand to                
          determine a reasonable level of compensation for Mr. DeJoria.  On           
          January 11, 1991, Coopers & Lybrand preliminarily determined that           
          a reasonable level of compensation was within the range of $600,000         
          to $1 million, with a possible $2 million ceiling.  At the January          
          10, 1992, Board meeting, the Board approved Mr. DeJoria's                   
          compensation at 13 percent of JPMS' gross sales, not to exceed $17          
          million per year, for JPMS' fiscal years ended July 31, 1992                
          through 1996.  Mr. Fujieki objected to this approval by the Board.          
               Mr. Fujieki proposed to have the compensation dispute resolved         
          by arbitration, but Mr. DeJoria refused.  Accordingly, in June              
          1993, Mr. Fujieki brought suit against Mr. DeJoria, Ms. Re, and             




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