Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 10

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                  full contribution for the calendar year ending                      
                  December 31, 1986.  The Trustee of the RSSM/ATS                     
                  Defined Benefit Pension Plan has acknowledged                       
                  receipt of such assignment and transfer of the                      
                  2000 shares of Sactec [sic] International Common                    
                  by his signature affixed hereto.                                    
                       Arland T. Stein, Reed Smith Shaw & McClay,                     
                  and the Trustee of the RSSM/ATS Defined Benefit                     
                  Pension Plan agree and concur that the per share                    
                  value of such Sactec [sic] International Common                     
                  stock on April 4, 1986, was $8.25, and that                         
                  therefore the full value of all assignments and                     
                  transfers herein described is equal to $16,500.                     

                  On the same date, Mrs. Helen Stein ratified                         
             Mr. Stein's alleged assignment and transfer to the                       
             partnership of 2,000 shares of Saztec stock by executing                 
             a document entitled Ratification and Assignment                          
             (ratification).  The ratification provides as follows:                   

                  I, Helen M. Stein, do hereby release and ratify                     
                  the assignment and transfer to Reed Smith Shaw                      
                  & McClay, as of April 6, 1987, of Two Thousand                      
                  (2,000) shares of Saztec International, common,                     
                  and do hereby release and assign any residual                       
                  right that may remain to me to Reed Smith Shaw                      
                  & McClay in fee and in accordance with the                          
                  assignment and transfer of my husband, Arland                       
                  T. Stein.                                                           
                                                                                     
             The value of 2,000 shares of Saztec stock on April 4, 1987,              
             was $16,500 or $8.25 per share, the value assigned to the                
             stock by the contribution agreement.                                     









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