William J. and Sandra D. Heitz - Page 9

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          2.  Interest Income                                                         
               During the calendar years 1992 and 1993, Exacto was indebted           
          to Mr. and Mrs. Heitz in the approximate amount of $2 million.4             
          In 1992 and 1993, Exacto made monthly accruals of the interest              
          due to Mr. and Mrs. Heitz in the amounts of $217,056 and                    
          $268,955, respectively.  These monthly accruals were deducted by            
          Exacto in the appropriate fiscal years.                                     
               Exacto made payments in varying amounts and at irregular               
          intervals on the loans from Mr. and Mrs. Heitz.  Payments                   
          designated as interest were made in lump sums and only in May               
          and/or December of each year.  Mr. and Mrs. Heitz reported                  
          $130,000 and $162,000 as the amount of interest paid to them by             
          Exacto during the years 1992 and 1993, respectively.  However,              
          because the interest was not paid until several months after it             
          was accrued by Exacto, Mr. and Mrs. Heitz did not report $87,056            
          ($217,056 - $130,000) and $106,903 ($268,955 - $162,052) accrued            
          and deducted by Exacto for those calendar years.                            
               Mr. Heitz, as president and chief executive officer of                 
          Exacto, was responsible for overall company finances.  On                   


               4  On May 1, 1993, Mr. Heitz transferred the note receivable           
          to the name of Mrs. Heitz.  The amount of Exacto's indebtedness             
          to Mr. and Mrs. Heitz fluctuated in 1992 and 1993 as Exacto made            
          principal payments or borrowed additional funds from Mr. and Mrs.           
          Heitz.                                                                      







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