Estate of Mario E. Bosca, Deceased, Marie A. Baker Formerly Marie A. Bosca, Executor - Page 7

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                  Mr. Fisher first learned that the decedent had                      
             lung cancer in October 1989 during a meeting with                        
             Mr. Christopher Bosca and the decedent.  In February 1990,               
             Mr. Fisher learned that the decedent's cancer was terminal.              
                  During a meeting with Mr. Fisher on October 17, 1989,               
             the decedent asked Mr. Fisher for advice about transferring              
             voting control of HBC to his sons, Mr. Christopher Bosca                 
             and Mr. Anthony Bosca.  Mr. Fisher recommended a plan of                 
             recapitalization.  In February 1990, Mr. Fisher spoke to                 
             all four members of the Bosca family about the                           
             recapitalization plan.                                                   

             Ms. Marie Baker's Transfers of Stock in 1989                             
                  On January 2, 1989, Ms. Baker transferred 55 of her                 
             402.5 shares of HBC's voting common stock to each of her                 
             two sons.  The parties to these cases agree that the fair                
             market value of each share of HBC stock at that time was                 
             $8,708.  Accordingly, Ms. Baker transferred HBC stock worth              
             $478,940 (55 shares of stock x $8,708) to each son.                      
             After the transfers, HBC's stock was owned as follows:                   


                                      Voting                                          
                  Shareholders        Common Stock        Percent                     
                  Decedent            402.5          50.00                            
                  Marie Baker         292.5          36.34                            
                  Anthony Bosca       55.0                6.83                        
                  Christopher Bosca     55.0              6.83                        





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