Estate of Mario E. Bosca, Deceased, Marie A. Baker Formerly Marie A. Bosca, Executor - Page 12

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             class B nonvoting common stock.  Finally, each of                        
             decedent's sons transferred to HBC a certificate for his                 
             55 shares of voting common stock and received in exchange                
             a certificate for 55 shares of "common voting Class A".                  
                  As a result of the above transfers, the decedent and                
             his wife owned all of the shares of class B nonvoting                    
             common stock and the decedent's sons, Mr. Christopher Bosca              
             and Mr. Anthony Bosca, owned all of the shares of class A                
             voting common stock.  Each share of class B nonvoting                    
             common stock was identical in all respects to a share of                 
             class A voting common stock, except that the share of class              
             B nonvoting common stock had no right to vote for the                    
             election of directors or any other matter presented to the               
             shareholders for their vote or approval, unless otherwise                
             provided by law.                                                         
             Ms. Marie Baker's Transfer of Stock to the Decedent                      
                  On May 25, 1990, the same day as the transfers                      
             described above, Ms. Baker also transferred her 292.5                    
             shares of class B nonvoting common stock to the decedent.                
             She signed a "Stock Transfer Power" which states as                      
             follows:                                                                 

                  As a gift, I Marie Bosca, hereby irrevocably and                    
                  unconditionally transfer, assign and convey 292.5                   
                  shares of non-voting common stock of Hugo Bosca                     
                  Company, Inc., an Ohio corporation ("Corpora-                       
                  tion"), standing in the name of Marie Bosca on                      




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