0505018 Informal Interpretation

May 6, 2005

VIA E-MAIL AND U.S. MAIL

James Ferkingstad,
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580

Dear Attorney Ferkingstad:

This letterwill confirm the telephone conversation we had earlier today with respect tocalculation of the filing fee for the Notification and Report Form (the "HSR Form") to be filed pursuant to the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended (the "HSR Act").

As wediscussed, this firm represents a company (the "Acquiror") whichintends to acquire 100% of the voting securities (the "Stock") ofanother entity (the "Issuer") from the Issuer's stockholders pursuantto a Stock Purchase Agreement ("Agreement"). Pursuant to theAgreement, the Acquiror will acquire the Stock over a three-year period. At theinitial closing (to be held shortly after expiration of the applicable waitingperiod under the HSR Act and satisfaction of other closingconditions), the Acquiror will acquire over 50% of the Stock for a purchaseprice which will not exceed the $100 million threshold (as adjusted). TheAcquiror will acquire the remaining Stock in three annual installments. Thepurchase price for the remaining Stock will be determined, in part, based uponthe future performance of the Issuer. The Acquiror will acquire the lastportion of the Stock in the first half of 2008.

Because theeconomic performance of the Issuer will determine the ultimate purchase pricefor the Stock, it cannot be determined at this time. If the Issuer performswell, however, the total purchase price (by year 2008) could exceed the $100million threshold (as adjusted). The possibility exists, however, that thetotal purchase price (by year 2008) will not exceed the $100 million threshold(as adjusted).

You informedme that, under these facts, the Acquiror should respond to item 2 (c) on the HSR Form by designating "50%" as the Highest NotificationThreshold in Section 801.1(h) for which the HSR Formis being filed.

You furtherinformed me that, under these facts, the Acquiror should pay a filing fee of$45,000. You stated that no further fee or filing will be required if, when theAcquiror acquires the full 100% of the Stock, the total purchase priceultimately exceeds the $100 million threshold (as adjusted).

If my understanding is in any way inaccurate, please contact me as soon aspossible.

I look forwardto speaking with you soon to confirm that the matters set forth in this letteraccurately reflect our conversations on this matter.

Thank you for your consideration of this matter.