Thomas H. Scott and Lynn D. Scott, Transferees - Page 7

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          Mr. Carter to consult and not to compete with AST; (2) MSSTA                
          would make liquidating distributions to the Scotts and Mr.                  
          Carter, based on their respective stock ownership of MSSTA, of              
          the $600,000 that it would receive directly from AST; and (3) the           
          Scotts would use money that they would receive from MSSTA in such           
          liquidating distributions to assist them in purchasing stock in             
               Mr. Harrison and/or Mr. Hall directed AST's attorney, Gary             
          LaPlante (Mr. LaPlante), to prepare preliminary drafts of the               
          various documents that would be needed to implement the tentative           
          agreements that had been reached regarding, inter alia, MSSTA's             
          sale of its assets to AST, the Scotts' respective purchases of              
          stock of AST, and consulting agreements between AST and Mr. Scott           
          and Mr. Carter, respectively.  (We shall sometimes refer to                 
          MSSTA's sale of its assets to AST and all of the transactions               
          that occurred simultaneously with that sale as the MSSTA                    
               Mr. Scott retained Arthur Bosworth (Mr. Bosworth), an at-              
          torney, to represent MSSTA and the Scotts in the MSSTA trans-               
          action.  Mr. Bosworth had previously represented them with                  
          respect to various litigation matters.  Mr. Bosworth initially              
          declined to represent MSSTA and the Scotts in the MSSTA trans-              
          action because he was not competent to give tax advice.  However,           
          Mr. Bosworth agreed to represent them after Mr. Scott told him              

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