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Date
Rule
801.10
Staff
Michael Verne
Response/Comments
No.

Question

From: (redacted)

Sent: Monday, January 30, 2006 11:12 AM

To: Verne, B. Michael

Subject:Valuation of Options

Hi Mike,

If some of targetshareholders will contribute their interest in target to an acquisition vehiclein exchange for acquisition vehicle shares (they will be minority shareholdersin acquisition vehicle) and at the same time, the target shareholders willpurchase options to purchase additional shares of acquisition vehicle would thevalue of the options be included in the purchase price?

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