0605014 Informal Interpretation

From: (redacted)

Sent: Thursday, May 11, 2006 10:09 AM

To: Verne, B. Michael

Subject:4(c) question

Mike,

Sorryfor the interruption.

Theattorney for the seller in a transaction that we are working on is under the impressionthat you have said that any financials that include sales projections preparedin connection with a transaction as 4(c). I explained that it is not myunderstanding. I explained that my understanding is that only financials withsales projections that include assumptions that project sales based on thecombination of the companies resulting from new customers, new technologies,increased resources, etc., qualify as 4(c).

Inthe instant case, the financials in question were prepared by the seller, theydoes not include any assumptions and do not appear to project sales growthresulting from the acquisition. Indeed, the purchaser is a financial buyer andthe acquisition will not combine competitive assets.

I appreciateyour guidance in resolving this issue.