Estate of Mario E. Bosca, Deceased, Marie A. Baker Formerly Marie A. Bosca, Executor - Page 5

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                  other legal representative of the estate of such                    
                  decedent purchase all of the shares owned by such                   
                  decedent at his death, together with any shares                     
                  previously transferred by such decedent to his                      
                  wife or lineal descendants, and the decedent's                      
                  estate and any other holder of such shares shall                    
                  sell and transfer to the corporation all of such                    
                  shares, including shares previously transferred                     
                  by decedent as aforesaid, at the price provided                     
                  below, and the Seller(s) shall endorse and                          
                  deliver to the Corporation the certificates                         
                  evidencing such shares purchased and sold under                     
                  this Agreement.                                                     

             The agreement further provides that the purchase price to                
             be paid for the stock was the book value at the end of the               
             month preceding the shareholder's death.                                 
                  Mr. Orsino Bosca died on November 27, 1986.  On                     
             July 6, 1987, HBC purchased Mr. Orsino Bosca's 805 shares                
             of stock as required by the October 8, 1981, agreement.                  
             HBC agreed to pay $1,670 per share, for a total purchase                 
             price of $1,344,350 (805 shares of stock x $1,670).                      
             Pursuant to the terms of the October 8, 1981, agreement,                 
             HBC made a downpayment in the amount of the proceeds from                
             insurance policies on the life of Mr. Orsino Bosca,                      
             $970,414.04.  HBC was to pay the balance, $373,935.86, in                
             annual installments over 10 years, together with interest                
             at the annual rate of 9 percent.  After the purchase, the                
             decedent's 805 shares of voting common stock were HBC's                  
             only outstanding stock.                                                  






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