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specific terms of the foregoing agreement in principle. In order
to assist them in those negotiations in determining, inter alia,
the value of the respective assets of AST and MSSTA and the total
number of shares of AST stock that the Scotts would be able to
acquire as part of the transaction in which AST purchased MSSTA's
assets, AST directed Ed Schultz (Mr. Schultz), AST's outside
C.P.A., to prepare business valuations of AST and MSSTA. Al-
though not a business valuation expert, Mr. Hrynik, as MSSTA's
outside accountant and auditor, met twice with Mr. Schultz re-
garding Mr. Schultz' assignment.
Based principally on Mr. Schultz' business valuations of AST
and MSSTA and Mr. Carter's decision not to acquire stock of AST
as part of the transaction in which AST purchased MSSTA's assets,
Mr. Harrison and Mr. Hall informed Mr. Scott, inter alia, that
AST was willing to buy MSSTA's assets for approximately $800,000
and that, as part of that transaction, the Scotts would be per-
mitted to purchase for approximately $300,000 a total of about 33
percent of AST's stock. Mr. Scott, Mr. Carter, and MSSTA tenta-
tively agreed to the foregoing terms proposed by Mr. Harrison,
Mr. Hall, and AST. They also tentatively agreed with Mr.
Harrison, Mr. Hall, and AST that (1) AST would pay (a) $600,000
of the $800,000 purchase price for MSSTA's assets directly to
MSSTA and (b) the $200,000 balance, as well as an additional
negotiated amount, directly to Mr. Carter under an agreement by
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Last modified: May 25, 2011