Thomas H. Scott and Lynn D. Scott, Transferees - Page 16

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          paragraph of the solvency letter quoted above.  In considering              
          those transactions, Mr. Hrynik relied on the representations made           
          to him in the Bosworth letter about the $300,000 purchase price             
          for MSSTA's non-S account assets as set forth in that letter and            
          about MSSTA's redemption of Mr. Carter's MSSTA stock for                    
          $300,000.  In rendering that solvency opinion, Mr. Hrynik was not           
          aware that the parties to the MSSTA transaction had agreed that             
          the Scotts could buy a specified number of shares of AST stock              
          for a nominal cash amount.                                                  
               Mr. Hrynik sent MSSTA two statements dated June 30, 1989,              
          and September 15, 1989, which billed MSSTA $525 and $2,085,                 
          respectively, for various activities related to the MSSTA trans-            
          action, including "review of documents related to asset sale and            
          stock redemption, analysis of tax consequences of the same".                
               At some undisclosed time prior to September 14, 1989, the              
          closing date, Ms. Scott learned about the MSSTA transaction from            
          Mr. Scott.  She understood from him that, after the MSSTA trans-            
          action, Mr. Scott would own an aggregate stock interest in AST, a           
          corporation that was larger than MSSTA, which was smaller than              
          his stock interest in MSSTA before that transaction.  Although              
          Ms. Scott was present at certain meetings between Mr. Bosworth              
          and Mr. Scott shortly before the closing of the MSSTA transaction           
          and reviewed certain documents relating to that transaction, she            
          did not participate in the discussions relating to that trans-              

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