Thomas H. Scott and Lynn D. Scott, Transferees - Page 24

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          which referred to petitioners collectively as "Scott", stated in            
          pertinent part:                                                             
                    NOW, THEREFORE, IT IS HEREBY DETERMINED AND AGREED                
               for Federal Income Tax purposes, that:                                 
                    1.  The amount realized from AST upon the sale of                 
               * * * MSSTA's assets was $801,820 resulting in an                      
               additional Federal income tax liability of MSSTA in                    
               taxable year 1989 of $164,981.                                         
                    2.  The value of the consulting and covenant not                  
               to compete agreements between AST and Carter was                       
               $325,016.  The additional amount paid to Carter of                     
               $199,984 by AST was an amount realized by MSSTA for                    
               MSSTA's assets.                                                        
                    3.  A portion of the 12,300 shares of AST stock                   
               transferred to Scott and a portion of the consulting                   
               fee paid to Scott were amounts realized by MSSTA for                   
               MSSTA's assets.  The value of the AST stock transferred                
               and the consulting fee paid to Scott for MSSTA's assets                
               was $199,652.                                                          
                    4.  This agreement makes no determination with                    
               respect to whether one or more of these parties                        
               (Carter, Scott, or AST) is personally liable as a                      
               transferee for any additional Federal income tax                       
               liability of MSSTA.                                                    
                    5.  Carter, Scott, AST, MSSTA and the Internal                    
               Revenue Service agree that in the event one or more of                 
               these parties (Carter, Scott, and/or AST) is found to                  
               be personally liable as a transferee, the liability is                 
               $164,981 plus interest from March 15, 1990.                            
          The total amount of (1) that portion of the value of the 6,150              
          shares of AST stock issued by AST to Mr. Scott and (2) the                  
          consulting fee paid to him, which total amount was an amount                
          realized by MSSTA for MSSTA's assets, was $104,580.  The amount             
          of the value of that portion of the 6,150 shares of AST stock               






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