Thomas H. Scott and Lynn D. Scott, Transferees - Page 19

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          Scott each owned 16-1/2 percent, or in the aggregate 33 percent,            
          of the stock of AST.                                                        
               On the closing date, AST also paid Mr. Scott $25,000 pur-              
          suant to a document describing a consulting agreement between Mr.           
          Scott and AST (Scott-AST consulting agreement).  Also on that               
          date, pursuant to an agreement by Mr. Carter and his wife that              
          appeared at the end of the asset purchase agreement, Mr. Carter             
          and AST entered into a "CONSULTING AGREEMENT" (Carter-AST con-              
          sulting agreement).  Pursuant to the terms of the Carter-AST                
          consulting agreement, AST agreed to engage Mr. Carter as a con-             
          sultant with respect to certain matters through September 13,               
          1993, and Mr. Carter also agreed that, during the term of the               
          Carter-AST consulting agreement, he would not directly or in-               
          directly have any interest as owner, partner, agent, stockholder,           
          consultant, employee, or otherwise in any business that engaged             
          in any securities transfer agent business in the United States.             
          In exchange for Mr. Carter's agreement to consult and not to                
          compete with AST, AST was obligated under the Carter-AST con-               
          sulting agreement to pay Mr. Carter a total of $525,000 over four           
          years.  Immediately following the signatures on the Carter-AST              
          consulting agreement, a paragraph entitled "Consent", which was             
          executed by Mr. Scott as the president of MSSTA, included MSSTA's           
          acknowledgment and approval of that agreement.                              

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