0505011 Informal Interpretation

May 26, 2005

Hand Delivery

Michael B. Verne
Federal Trade Commission
Premerger Notification Office
Bureau of Competition
Room 303
600 Pennsylvania Ave., N.W.
Washington, D.C. 20580

Re: May 26, 2005 telephone call

Dear Mike:

I am writing toconfirm the advice that you provided to (redacted) and I this afternoon. In ourtelephone call, we posed the following scenario:

A is buying theIP assets of B for $7.8 million. In a separate but virtually simultaneoustransaction, A is purchasing 100% of B's voting securities for $44.4 million incash and stock. The total value of the consideration being paid will equal$52.2 million. A is also paying an additional $7.8 million to B's employees whoare entitled to these payments in connection with their employment when thereis a change of control. Some but not all of these employees are shareholders.

You agreed thatwe should exclude the entire $7.8 million cash payment to employees for HSR purposes because payments made pursuant to a company's change ofcontrol plan are not included in calculating the size-of-transaction.Accordingly, the value of this transaction would fail to meet thesize-of-transaction test and it would not be reportable.

I understandthat the Premerger Notification Office does not confirm informal advice inwriting. However, if this letter misconstrues or misrepresents ourconversations in any way, I would appreciate it if you would call me at the numberprovided above as soon as reasonably possible and inform me of any suchinaccuracies. Thank you for your assistance on this matter.