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Called Mr. (redacted) 5/1/2000. I concur with conclusions. P.S.

See Attached.

There is no such rule. I advised the writer that in the context of 802.4, minority voting stock holdings are not considered in determining whether the issuer has non-exempt assets in excess of $15MM...

Agree. The number of purchased shares held by shareholder in relation to this total outstanding shares is irrelevant. The shares held cannot cast more than 45% of the votes for election of directors...

MB and TH concur

I agree. The instructions to the form are contradictory and should be changed.

Agree

MB and TH concur.