0410008 Informal Interpretation

From: (redacted)
Sent: Monday, October 18, 2004 4:10 PM
To: Verne, B. Michael
Subject: Effect of Cash Distribution Value of Voting Securities

Dear Mike,

Thank you for your time. Thisemail confirms our telephone conversations of this morning and several weeksago, where we discussed the effect of a cash distribution by the AcquiredEntity to its shareholders at or immediately preceding closing of a merger.

Specifically, I explained that myclient had executed a merger agreement, as a result of which it would acquirecontrol of the Acquired Entity. Further, the Acquired Entity is not a publiccompany. The merger agreement expressly provides for a cash payment from theAcquired Entity to its shareholders and states that the cash payment is part ofthe "Merger Consideration."

You agreed that, despite the factthat the cash payment by the Acquired Entity was not a dividend distributionand was denoted as part of the "Merger Consideration," that paymentwould not be included in the calculation of the purchase price for or value ofthe voting securities being acquired as a result of the merger.

If for any reason, this email doesnot correctly reflect our discussions, please let me know as soon as possible.

As always, your assistance is verymuch appreciated.