Subject: Tax representation
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Thu, 7 Dec 2000 02:08:00 -0800 (PST)

The tax representation which should be included in Section 6(d) of the
Letter Agreement is as follows:

Since its formation, the LLC has not made any tax elections on behalf
of the LLC, including any tax election that causes the LLC to be treated
as anything other than a disregarded entity in accordance with Income
Tax Regulations section 301.7701-3(b).