Estate of Mario E. Bosca, Deceased, Marie A. Baker Formerly Marie A. Bosca, Executor - Page 4

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             business, and he was involved in HBC's advertising and                   
             marketing and its promotional campaigns.  The decedent                   
             became HBC's president.  His duties included designing the               
             leather products to be sold, purchasing the materials, and               
             overseeing their manufacture.                                            
                  Under its original articles of incorporation, HBC was               
             authorized to have outstanding a maximum of 2,500 shares                 
             of stock, of which 2,000 could be common shares with a par               
             value of $100 each, and 500 could be preferred shares with               
             a par value of $100 each.  On or about November 3, 1980,                 
             HBC issued a certificate for 805 shares of voting common                 
             stock to Mr. Orsino Bosca and a certificate for an equal                 
             number of shares to the decedent.  The stock represented by              
             those certificates was the only outstanding stock of HBC at              
             the time.                                                                

             1981 Buy-Sell Agreement and Mr. Orsino Bosca's Death                     
                  From time to time, the decedent and his brother                     
             entered into buy-sell agreements with HBC under which HBC                
             agreed to purchase its own stock from the estate of the                  
             shareholder who was the first to die.  The October 8, 1981,              
             buy-sell agreement provides in part as follows:                          

                  (1) Upon the death of the first to die of Orsino                    
                  H. Bosca and Mario E. Bosca [the decedent], the                     
                  Corporation [HBC] shall within seven months after                   
                  the appointment of an executor, administrator or                    




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