Charles B. and Teresa A. Thompson, et al. - Page 6

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          chairman of the board of directors of State Supply, owned with              
          her husband Clifford E. Holliday 12,586.26 shares directly and              
          10,776.60 shares through her participation in the ESOP, for a               
          total of 23,362.86 shares (approximately 30 percent of all                  
               At the time of the acquisition, there were 68 shareholders,            
          including the ESOP, which owned 41,945.35 shares.  The 65                   
          shareholders, other than the ESOP, Holliday, and Beaurline,                 
          collectively owned 8,342 shares.3  Most of these shares were                
          owned by customers of State Supply.                                         
          Prior Covenant Not to Compete                                               
               In December 1984, State Supply purchased the shares held by            
          its previous president and founder of the company, Jim Lewis, for           
          $991,000.  They also entered into an agreement and covenant not             
          to compete, for which Lewis was paid $845,000--in addition to the           
          $991,000 paid for his stock--over 5 years.                                  
          Group One Capital and Its Principals                                        
               Group One Capital, Inc. (Group One), was an investment                 
          company specializing in the acquisition of businesses in                    
          manufacturing, distribution, servicing, and retailing, generally            
          with sales in the range of $10 to $100 million.  Group One was              
          controlled by Von Allmen and Olson.                                         
               Von Allmen graduated with an accounting degree from the                
          University of Kentucky, with honors, in 1965.  He had experience            

               3  The breakdown of shares stipulated to by the parties                
          totals only 75,459.                                                         

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