Thomas H. Scott and Lynn D. Scott, Transferees - Page 9

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          would have to make other arrangements to buy that stock interest,           
          such as guaranteeing the loan that AST would have to obtain in              
          order to finance in part its purchase of MSSTA's assets.  Mr.               
          Hall cautioned Mr. Scott to consult his own tax adviser about the           
          tax consequences to MSSTA and the Scotts as a result of the MSSTA           
          transaction, since Mr. Hall was not familiar with either MSSTA's            
          or the Scotts' tax situation.                                               
               Mr. Scott told Mr. Hall that he did not intend to pay any              
          taxes as a result of the MSSTA transaction.  In an attempt to               
          accommodate Mr. Scott, Mr. Harrison and Mr. Hall told Mr. Scott             
          that the form of the MSSTA transaction could be changed to the              
          following:  AST would transfer directly to MSSTA $300,000, in-              
          stead of $600,000, for MSSTA's assets; Mr. Carter would receive             
          that $300,000 from MSSTA in redemption of his MSSTA stock; and              
          each of the Scotts would acquire (1) a 10.5-percent stock inter-            
          est in AST for a nominal cash amount and (2) an additional 6-               
          percent stock interest in that company in exchange for a nominal            
          cash amount and Mr. Scott's promise to guarantee a bank loan that           
          AST would seek in order to finance in part its acquisition of               
          MSSTA's assets and to forgo for a period of several years con-              
          tributions by AST for Mr. Scott's benefit to its profit-sharing             
          plan.  Mr. Hall indicated to Mr. Scott that, under the foregoing            
          form of the MSSTA transaction, MSSTA and the Scotts could take              
          the following return positions:  (1) MSSTA would report the                 

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