0801012 Informal Interpretation

From: (redacted)

Sent: Tuesday, January 22, 2008 3:42 PM

To: Verne, B. Michael

Subject: Valuation

Mike,

Pleaselet me know if the following analyses are correct:

1.A acquires voting securities of B, aprivate company, from S. The consideration consists of voting securities of A,also a private company. In this scenario, the acquisition price is undeterminedwith respect to A's acquisition of voting securities of B and also with respectto S's acquisition of voting securities of A. Therefore, the size oftransaction is the fair market value of the voting securities to be acquiredboth with respect to A's acquisition of voting securities of B and S'sacquisition of voting securities of A.

2.A acquires assets of B, a privatecompany. The consideration consists of voting securities of A, also a privatecompany. in this scenario, the acquisition price is undetermined with respectto A's acquisition of assets of B and B's acquisition of voting securities ofA. With respect to A's acquisition of B's assets, the size of transaction isthe fair market value of the acquired assets. With respect to B's acquisitionof voting securities of A, the size of transaction is the fair market value ofthe voting securities of A to be acquired by B.