Estate of William J. Desmond, Deceased, Donn Kemble, Executor - Page 10




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          the weighted average of the unadjusted values was $10,196,000               
          (the weighted average unadjusted value).                                    
               HML then applied a lack of marketability discount of 25                
          percent to the weighted average unadjusted value.  In arriving at           
          this percentage, HML considered several studies of typical                  
          marketability discounts used for minority interests in privately            
          held entities.  Based on its review of this empirical evidence,             
          HML concluded that a reasonable range for a lack of marketability           
          discount for closely held common stock was 25 percent to 45                 
          percent.                                                                    
               HML then looked at the following factors to determine where            
          Deft's lack of marketability discount should fall within this               
          range:  (1) The availability of public market; (2) the company's            
          recent financial performance; (3) the future outlook for the                
          company and industry; (4) the company's distribution policy; (5)            
          the restrictions on the transferability of the stock; (6) the               
          expected holding period of the stock; (7) the cost or expectation           
          of a public offering; (8) the number of existing shareholders;              
          (9) the size of the interest and the control inherent in the                
          interest; and (10) the potential environmental liabilities.                 
          Based on HML's analysis of the foregoing factors, HML concluded             
          that Deft's lack of marketability discount should fall at the low           
          end of the range.  HML stressed the importance of the size of the           
          interest being valued (which favored a lower discount) but noted            
          that there was considerable uncertainty surrounding Deft's                  
          potential environmental liabilities (which favored a higher                 

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