Estate of Mary D. Maggos - Page 4

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          terms of the trust.  The trustees had the power to vote any stock           
          or other voting securities held in the trust.  In case of death,            
          resignation, refusal, removal, or inability to act of either of             
          the trustees, the remaining trustee was to act as sole trustee.             
          Redemption Transaction                                                      
               In 1987, after discussions between decedent and Nikita                 
          Maggos, attorneys for Nikita Maggos and PCAB prepared documents             
          which effected the transaction at issue in this case.  All                  
          documents that were prepared to effect the transaction were                 
          executed together as part of an integrated transaction.  Pursuant           
          to the above-mentioned documents, Nikita Maggos and decedent, as            
          cotrustees, transferred 567 PCAB shares from the trust to                   
          decedent (in her individual capacity) on May 1, 1987.  PCAB then            
          redeemed the 567 PCAB shares from decedent.  Decedent received              
          the redemption price from PCAB in the form of a promissory note             
          with a $3 million face amount and a 10-year maturity.  The note             
          provided for interest to be paid annually at a rate of 8 percent            
          per annum and principal to be repaid in a single balloon payment            
          at maturity.  As a result of the redemption transaction, Nikita             
          Maggos became the sole owner of PCAB.2                                      

               2The redemption was subject to a pledge agreement that acted           
          as a security for the performance of the promissory note.                   

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