Thomas H. Scott and Lynn D. Scott, Transferees - Page 21

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          owe any tax as a result of the MSSTA transaction only if the                
          Service accepted those return positions of MSSTA and the Scotts.            
          At the closing of the MSSTA transaction, Mr. Scott, in his ca-              
          pacities as president, director, and stockholder of MSSTA, was              
          bound to know, and consequently MSSTA was bound to know, that               
          MSSTA would owe tax substantially in excess of $10,000 on the               
          consideration, which was substantially in excess of $300,000,               
          that he and MSSTA knew AST paid to purchase MSSTA's assets.                 
               With the closing of the MSSTA transaction, including (1) the           
          amended asset purchase agreement, (2) the Carter-AST consulting             
          agreement, (3) the stock redemption agreement, and (4) the sub-             
          scription agreements, MSSTA was left insolvent as of the closing            
          date, considering the effect of MSSTA's unpaid tax liability.               
               As part of the MSSTA transaction, all of MSSTA's employees             
          became employees of AST, including Mr. Scott who became president           
          of AST.  Only Mr. Scott also remained an employee of MSSTA.                 
               After the closing date, Mr. Bosworth contacted Silverado               
          Savings and Loan, which was the lessor on the lease obligation              
          for which Mr. Scott also was personally liable, to negotiate a              
          termination of that lease.  Mr. Bosworth advised Silverado                  
          Savings and Loan that MSSTA was vacating the space that it was              
          leasing either in December 1989 or January 1990, and MSSTA did,             
          in fact, move out around that time.  Silverado Savings and Loan             
          took no action against MSSTA or Mr. Scott with respect to that              

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