Jerry L. Thomas and Freda Thomas - Page 6




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          capital of Jerry.  The $200,000 in checks written by Mattel were            
          treated on Mattel’s 1996 records as notes payable to TSI.  Mattel           
          changed that treatment in 1997 to report the checks as notes                
          payable to Jerry.                                                           
               The balance sheets of TSI for 1995 and 1996 and the balance            
          sheets of Inter-Con for 1995, 1996, and 1997 showed no loans to             
          shareholders.  Mattel’s balance sheets for the periods ended                
          September 30, 1996 and 1997, also showed no loans to                        
          shareholders.                                                               
          Payments Related To Conquest Sale                                           
               In 1981, Jerry and Paul Walker (Walker) incorporated                   
          Conquest, and they equally owned all of Conquest’s stock until              
          they sold the stock in 1988.  On or about June 10, 1988, Walker,            
          Jerry, Penta Enterprises, Inc. (Penta), Beaulieu of America,                
          Inc., and D&W Carpet & Rug Co., Inc., entered into a stock                  
          acquisition agreement (stock acquisition agreement) providing,              
          inter alia, that (1) Walker and Jerry shall sell to Penta 100               
          percent of the issued and outstanding capital stock in Conquest;            
          (2) the closing of the sale shall take place on or about June 28,           
          1998; (3) the parties shall enter into “Non-Compete Agreements,”            
          “Employment Agreements,” “Promissory Notes,” and “Guaranty                  
          Agreements” substantially in the form attached to the Stock                 
          Acquisition Agreement.                                                      








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