Estate of Wayne C. Bongard, Deceased, James A. Bernards, Personal Representative - Page 9

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          function of the joint venture agreement between Empak and MC.               
          Pursuant to Empak International’s shareholder agreement, Empak              
          sold 49 percent of Empak International’s common stock to MC for             
          $3,765,000 but remained the majority shareholder with a 51-                 
          percent interest.  During 1992 and 1993, Mark Bongard was                   
          employed by Empak International as vice president of sales and              
          marketing.                                                                  
               D.  Planning for Corporate Liquidity                                   
               At a meeting in 1995, decedent, Robert Boyle (Mr. Boyle),              
          Mr. Bernards, and Chuck Eitel (Mr. Eitel), then president of                
          Empak, discussed various business plans for Empak to remain                 
          competitive in the market.  Mr. Boyle began representing                    
          decedent’s various business interests while he was an attorney at           
          Larkin, Hoffman, Daly & Lindgren, Ltd. (Larkin Hoffman).  Mr.               
          Boyle left Larkin Hoffman in 1995 but continued his professional            
          relationship with decedent.  As part of these discussions, Mr.              
          Boyle envisioned the necessary steps to position Empak for a                
          corporate liquidity event, which the discussants agreed would               
          provide Empak with the necessary capital to remain competitive.             
          A corporate liquidity event included either a public or private             
          offering of Empak stock.  Mr. Boyle handwrote notes during this             
          meeting.  These contemporaneous handwritten notes indicate that a           
          single holding company, to hold all the Empak stock owned by the            
          Bongard family, was going to be established as part of this                 






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