Nathan P. and Geraldine V. Morton - Page 7

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             of approving financing for that transaction (item number 2               
             above) were both prepared prior to the valuation date.                   
             Both documents were prepared in connection with Dubin                    
             Clark's purchase of SWI, and neither describes subsequent                
             events which affected the value of the stock.  Accordingly,              
             these documents are directly relevant to our determination               
             of the value of SWI stock on the valuation date.  See                    
             Estate of Jung v. Commissioner, supra.                                   
                  The valuation of a noncontrolling equity interest in                
             SWI prepared by KPMG Peat Marwick (item number 3 above) and              
             the confidential private placement memorandum prepared by                
             Goldman, Sachs & Co. and Alex. Brown & Sons, Inc. (item                  
             number 4 above), were both prepared after the valuation                  
             date.  However, both of these documents contain information              
             regarding the value of SWI stock within a reasonable time                
             after that date, and neither describes subsequent events                 
             which affected the value of SWI stock.  Both documents also              
             represent valuations of SWI stock by third parties who were              
             not influenced by the biases of litigation.  The fact that               
             they were prepared after the valuation date is a factor                  
             that we must consider in determining the probative value of              
             the evidence, but does not automatically make the documents              
             irrelevant.  See Krapf v. United States, 977 F.2d 1454,                  
             1458-1459 (Fed. Cir. 1992).                                              

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