Thomas H. Scott and Lynn D. Scott, Transferees - Page 13

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          (lease obligation) for which Mr. Scott also was personally lia-             
          ble, as well as its expenses in maintaining the S accounts.                 
               On September 7, 1989, MSSTA and Mr. Carter entered into a              
          "STOCK REDEMPTION AGREEMENT" (stock redemption agreement) with              
          MSSTA in which Mr. Carter agreed to "sell, convey, transfer,                
          assign, and deliver to" MSSTA all of the common stock that he               
          owned in that company, in return for which MSSTA agreed to pay              
          him $300,000.  Mr. Scott signed the stock redemption agreement as           
          president of MSSTA.                                                         
               On September 14, 1989 (closing date), MSSTA and AST entered            
          (amendment to the asset purchase agreement), which reflected                
          MSSTA's retention of 45 S accounts.  MSSTA and AST also entered             
          into an "OPTION AGREEMENT" (option agreement), dated September              
          14, 1989, which gave AST an option until December 31, 1991, to              
          buy those S accounts from MSSTA for $500 per account.  Despite              
          MSSTA's retention of the S accounts, the purchase price of                  
          $300,000 for MSSTA's assets that was reflected in the asset pur-            
          chase agreement was not altered by the amendment to the asset               
          purchase agreement.  (We shall refer collectively to the asset              
          purchase agreement and the amendment to the asset purchase                  
          agreement as the amended asset purchase agreement.)                         
               On September 8, 1989, Mr. Bosworth wrote a letter to Mr.               
          Hrynik (Bosworth letter) that was signed by his associate.  The             

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