Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 12

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             Mr. Stein, the partnership, or the trust that 2,000 shares               
             of Saztec stock had been or would be transferred from the                
             Steins' personal account to the trust.                                   

             The Steins' Lawsuit for Unauthorized Trading                             
                  Three or four months after the execution of the                     
             contribution agreement, the Steins came to believe that                  
             Steinberg & Lyman or Broadcort or both were trading stocks               
             in their Broadcort account without their authorization.                  
             In 1988, the Steins filed a lawsuit in the U.S. District                 
             Court for the Western District of Pennsylvania against                   
             Broadcort, Steinberg & Lyman, Mr. Tassinari, Ms. Janice                  
             Murphy, and others.  The complaint and amended complaint                 
             allege unauthorized trading, breach of agency, breach of                 
             implied contract, breach of fiduciary duty, fraud and                    
             deceit, violation of the Pennsylvania Securities Act, and                
             negligence.  The alleged unauthorized trading involved                   
             shares of stock of a company, Criticare Systems, Inc., for               
             which Steinberg & Lyman allegedly was the underwriter and                
             market maker.  It did not involve shares of Saztec stock.                
             The complaint and amended complaint allege that the                      
             following unauthorized trades, involving the shares of                   
             Criticare Systems, Inc., had taken place:                                








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