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jmspaesq

05/26/03 8:29 PM

#28400 RE: bulldzr #28397

Bull:Speaking As a Philosopher AND Lawyer

I assure you it is a mistake to assume perfect rationality in the universe, and that includes the universe of agreement provisions.

What appears to be 'illogical' may be a result of poor drafting; the correct interpretation of an agreement might not be the 'logical' one.

I assure you, my 'intent' in pointing this out is in no way to make excuses for the company/management/BOD, or to attempt to mislead anyone into thinking that there are fewer options out there than there really are.

I'm just trying to make sure we don't overstate the options situation--there's plenty of people doing that already.

I have just raised the question of how this provision is to be interpreted. I admit that what appears to me to be the proper interpretation legally, using the specific definition of shares in paragraph 9 which is referenced in paragraph 4, doesn't appear 'logical' for several reasons. However, that doesn't mean it isn't correct.

I guess that we'll hopefully find out more tomorrow.

I'll be very interested to hear what the company thinks it means.

And I'm willing to live and learn.

Oh yeah--I'm not suggesting that anyone is 'incompetent' in this or being sneaky and manipulative. And I would guess that management didn't draft these provisions but most likely outside counsel.