Transpac Drilling Venture 1982-21, Asher Fensterheim, Charles L. Pincus, Thomas D. Callahan, Donald W. Dvorak, and Thomas J. Williams, Partners Other Than The Tax Matters Partner, et al. - Page 7

               computation before you executed the consent form which                 
               will result in the settlement of your Transpac Drilling                
               Venture losses.  These computations account for the                    
               matters raised in your accountant's letter of March 14,                
               1991.  Your accountant agreed with our computation of                  
               the tax deficiencies for the 1983 and 1984 years and                   
               requested that we consider certain items that related                  
               to the 1982 year that were allegedly not considered in                 
               the original computations that we submitted to you on                  
               February 13, 1991.  Accordingly, as agreed, you will                   
               execute the agreements relating to the assessment for                  
               the 1982 through 1985 tax years as soon as possible.                   
                    In light of the status of the current partnership                 
               actions, we will provide 30 additional days for the                    
               execution of the Form 870-L agreements that we have                    
               provided in order to resolve the tax deficiencies                      
               relating to Transpac partnership items for the 1982                    
               through 1985 years.                                                    
          Milo reviewed the computations, revised them, and mailed the                
          revised computations to Goldbas in a letter dated June 3, 1991.             
               After unsuccessful attempts to reach Goldbas by phone,                 
          Fensterheim sent a letter to Goldbas via Federal Express dated              
          June 7, 1991, stating that he wanted to discuss the various                 
          settlement documents.  After receiving Fensterheim's letter,                
          Goldbas called Fensterheim, and they discussed the various                  
               On June 10, 1991, Fensterheim and his wife executed the Form           
          870-L(AD) for Transpac partnership 1982-1.  They also executed              
          the stipulated decision for Transpac partnership 1981-10.                   
          Fensterheim gave the executed documents to his secretary, Apryl             
          Deshler (Deshler).                                                          
               On June 14, 1991, Fensterheim was in Boston, and he called             
          Deshler and instructed her to send the Form 870-L(AD) for                   

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