Nathan P. and Geraldine V. Morton - Page 3

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                  4.   A confidential private placement                               
                       memorandum dated October 1, 1990,                              
                       prepared by Goldman, Sachs & Co. and                           
                       Alex. Brown & Sons, Inc.; and                                  
                  5.   A prospectus for CompUSA (the successor                        
                       company of SWI) dated December 17,                             
                       1991, prepared by Kidder, Peabody &                            
                       Co., Inc., and the First Boston Corp.                          

                  Petitioners argue that these documents are irrelevant               
             to our determination of the value of SWI stock as of                     
             June 30, 1989, insofar as they relate to events or                       
             conditions arising after that date.  Petitioners maintain                
             that only events or conditions which are reasonably                      
             foreseeable to a hypothetical buyer and seller on the                    
             valuation date can be considered in determining the value                
             of the subject property on that date.  Petitioners also                  
             argue that even if the documents are relevant, they should               
             not be admitted into evidence because they create an undue               
             risk of prejudice and confusion of the issues which                      
             outweighs their probative value.  Respondent, on the other               
             hand, contends that the documents are relevant because they              
             represent subsequent evidence of the value of SWI stock on               
             the valuation date.  Respondent points out that all of the               
             documents were drafted by disinterested third parties                    
             incident to a sale or issuance of SWI stock, and that                    
             they were drafted for purposes other than litigation.                    

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