0607007 Informal Interpretation

From: (redacted)

Sent: Wednesday, July 12, 2006 12:01 PM

To: Verne, B.Michael

Subject: Confirmationof Telephonic Discussion

Mike:

Thankyou for taking time to speak with me earlier this morning. I wanted to confirmour discussion about a transaction whereby a husband and wife shareholder whocontrol TargetCo are involved in a transaction whereby TargetCo will be mergedwith and into NewCo, with Target surviving.

In connection with the transaction, the husband andwife shareholder will exchange their shares in TargetCo for cash and stock inNewCo. Their holdings of NewCo stock will on a percentage basis, be less thantheir percentage holdings of stock in TargetCo.

Eventhough in this case the size of person and size of transaction tests will besatisfied, we discussed that the husband and wife shareholder could availthemselves of the exemption set forth in 7a(c)(10) so long as (i) at the timeof the merger, their holdings of NewCo stock will be less than or equal to thepercentage of stock they currently hold in TargetCo; (ii) NewCo did not haveany other operations prior to the merger other than to be formed to facilitatethe acquisition of Target; and (iii) in essence, NewCo is the successor to TargetCo.

Asalways, we thank you for your assistance. Please let us know if this letteraccurately reflects your understanding of our conversation.