0602016 Informal Interpretation

From: (redacted)

Sent: Tuesday, February 14, 2006 9:45 AM

To: Verne, B. Michael

Subject:Exempt stock and assets

Hi Mike,

Ifthe transaction involves a foreign seller of stock of a foreign entity("FE"), stock of a US entity and some foreign assets. If FE does not haveassets in the US or aggregate sales in or into the US or over$53.1 million (after Friday $56.7 million) that part of the transaction wouldbe exempt under 802.51 - right?

Ifthe assets are all foreign assets and they do not have sales in or into the US or over$53.1 million (after Friday $56.7 million) that part of the transaction wouldbe exempt under 802.51 - right?

TheUSentity would be reportable assuming it meets the size-of-person test.

Iam pretty clear on the sale of the FE, but not 100% on the foreign assets. Iwould appreciate any guidance.