Thomas H. Scott and Lynn D. Scott, Transferees - Page 17

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          action.  In addition, while she was present at the closing of the           
          MSSTA transaction, Ms. Scott was not aware of the purchase price            
          that she was paying for the AST stock which she was acquiring as            
          part of the MSSTA transaction.  Ms. Scott agreed to the MSSTA               
          transaction because she relied on and accepted Mr. Scott's                  
          recommendation to her that it was desirable to effect that                  
               On the closing date, pursuant to the amended asset purchase            
          agreement, MSSTA sold substantially all of its assets to AST,               
          except the S accounts that MSSTA retained, and AST transferred              
          $300,000 directly to MSSTA for those assets.  On the same date,             
          pursuant to the stock redemption agreement, Mr. Carter trans-               
          ferred his stock interest in MSSTA (viz., 52,000 shares of MSSTA            
          stock) to, and he received $300,000 from, MSSTA.  Thereafter, Mr.           
          Scott and Ms. Scott each owned 50 percent of the stock of MSSTA,            
          and AST did not own any stock of MSSTA.                                     
               Also on the closing date, pursuant to a "SUBSCRIPTION                  
          AGREEMENT" (subscription agreement) between Mr. Scott and AST and           
          a subscription agreement between Ms. Scott and AST, each of them            
          purchased 6,150 shares of AST stock and transferred $615,4 or ten           

          4  In the stipulation of facts (stipulation), the parties stipu-            
          lated that the terms of each subscription agreement stated that             
          Mr. Scott and Ms. Scott each purchased 6,150 shares of AST common           
          stock for $6,150.  On brief, the parties point out, and we agree,           
          that the stipulation is wrong because reliable evidence in the              
          record establishes that the price paid under each subscription              

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