0608014 Informal Interpretation

August 30, 2006

VIAFEDERAL EXPRESS

PremergerNotification Office

Bureauof Competition

FederalTrade Commission

600 Pennsylvania Avenue

Washington, DC 20580

Attn: Nancy M. Ovuka

Dear Ms. Ovuka:

Iwrite to confirm our telephone conversation today regarding the valuation ofassets under the premerger notification requirements imposed by the Hart-Scott-Rodino Act, 15 U.S.C. 18a, and related federal regulations.

Aswe discussed, this firm represents the Buyer in a sale of assets. Seller andBuyer have agreed to an acquisition price of $59,500,000, subject to pre- andpost-closing downward adjustments equal to any advance billings and contractloss reserves retained by Seller. Buyer anticipates that those adjustments willreduce the purchase price by $5,000,000 - $6,000,000, putting the acquisitionprice as defined in 16 C.F.R. 801.10(c)(2) between $53,500,000 and $54,500,000. Based on our conversation andassuming the accuracy of the anticipated adjustments, I understood you to agreewith this analysis.

Youpointed out that Buyer would need to determine the transaction's fair marketvalue pursuant to 16 C.F.R. 801.10(c)(3). Should that determination yield a fair market value of less than$56,700,000, this transaction would not be reportable under 18a.

Ifmy understanding of our conversation is incorrect in any way, or if you desireany additional information, please let me know. I appreciate the opportunity tohave discussed this transaction with you.