Thomas H. Scott and Lynn D. Scott, Transferees - Page 4

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          would not continue.  Mr. Scott and Mr. Carter met sometime during           
          the first several months of 1989 to discuss MSSTA's financial               
          situation.  Mr. Scott wanted to remain involved as an officer and           
          an owner of MSSTA's securities transfer agent business, whereas             
          Mr. Carter desired to withdraw his investment in that business              
          and use it for other purposes.  Mr. Scott and Mr. Carter decided            
          to attempt to merge MSSTA with another company in the securities            
          transfer agent business or to sell MSSTA's assets to such a com-            
          pany and then liquidate MSSTA.  Mr. Carter suggested to Mr. Scott           
          that he approach AST to explore a possible combination of MSSTA             
          and AST.  Mr. Scott contacted Mr. Harrison sometime around the              
          spring of 1989, and they held preliminary discussions relating to           
          that possibility.                                                           
               Around May 1989, Mr. Scott met (May 1989 meeting) with                 
          Stephen Hrynik (Mr. Hrynik) who had been serving for about six or           
          seven years as MSSTA's outside accountant, auditor, and tax                 
          return preparer.  Mr. Hrynik, a C.P.A. since 1976, had first met            
          Mr. Scott in the mid-1970's when Mr. Hrynik was employed by                 
          another C.P.A. who was representing Mr. Scott and Mr. Scott's               
          business on accounting and tax matters, and Mr. Hrynik was                  
          assigned to work on certain of those matters.  At the May 1989              
          meeting, Mr. Scott informed Mr. Hrynik about the discussions that           
          he was having regarding the possibility of combining MSSTA and              
          AST.  Mr. Hrynik advised Mr. Scott at that meeting about the                

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