Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 9

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             purchase on April 2, 1987, of 500 shares of UTS Total Resh               
             Corp. (UTS) for $2,500 or $5 per share.                                  

             Alleged Assignment of Saztec Stock to the Plan                           
                  On April 7, 1987, Mr. Stein executed a document                     
             entitled Reimbursement And Contribution Agreement For the                
             RSSM/ATS Defined Benefit Pension Plan (the contribution                  
             agreement), which provides as follows:                                   

                  I, Arland T. Stein, do hereby assign and trans-                     
                  fer to Reed Smith Shaw & McClay, as of April 6,                     
                  1987, two thousand (2000) shares of Sactec [sic]                    
                  International Common, the same being free and                       
                  clear of any and all encumbrances, in full and                      
                  complete satisfaction of any and all obligations                    
                  that I have under agreements to reimburse Reed                      
                  Smith Shaw & McClay for any amounts that Reed                       
                  Smith Shaw & McClay becomes liable, whether                         
                  directly or indirectly, to contribute to any                        
                  defined benefit pension plan under which I am                       
                  accruing benefits.                                                  
                       Reed Smith Shaw & McClay does hereby accept                    
                  the assignment of two thousand (2000) shares of                     
                  Sactec [sic] International Common in complete                       
                  satisfaction of Arland T. Stein's obligations to                    
                  make whole Reed Smith Shaw & McClay for any and                     
                  all amounts for which Reed Smith Shaw & McClay                      
                  may be obligated to contribute to any defined                       
                  benefit pension plan under which Arland T. Stein                    
                  is covered and is accruing benefits.  Further,                      
                  Reed Smith Shaw & McClay does hereby assign and                     
                  transfer, in full and complete satisfaction of                      
                  any and all of its obligations and requirements,                    
                  whether arising directly or indirectly, under                       
                  either law or agreement, to make contributions to                   
                  the RSSM/ATS Defined Benefit Pension Plan.  Such                    
                  assignment and transfer is to be effective as of                    
                  April 6, 1987, and such contribution shall be the                   







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