0610001 Informal Interpretation

From:(redacted)

Sent:Monday, October 02, 2006 12:21 PM

To:Verne, B. Michael

Subject:Asset acquisition question

Inan asset acquisition, I understand that interpretation 109 indicates thataccounts receivable do not have to be included in the acquisition price ifSeller is getting the benefit of those accounts receivable and Buyer is simplyacting as a collection agent. Does the same analysis hold with respect toinventory existing as of close. Can it not be valued if Seller will get thebenefit and Buyer will simply act as a sales agent? Thanks.