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To: John Stewart who wrote (3094)	10/12/2000 8:23:16 PM
From: Philip W. Dunton, Jr	Read Replies (2) \| Respond to of 3661

John S. Now that we have revisited single digits, I'd say the merger is as good as dead. No way it will go through at these depressed prices. The only thing remaining is an "its off" announcement by Brad, in my opinion. Back up the truck at 7. Good luck. Phil

To: John Stewart who wrote (3094)	10/12/2000 8:49:49 PM
From: LemurHouse	Read Replies (1) \| Respond to of 3661

John, thanks for the response and for the link. I agree that at some point the deal becomes not worth pursuing -- i.e. if MTSN needs to come up with a great deal of cash to make up the difference between the $20 price and the average at deal closing. If today's close were the 20 day average referred to in your link, MTSN would have to come up with something on the order of $117 million. Granted, this would be in the form of a note rather than cash, but a good piece of change ontop of the essential transfer of stock. Is it worth it? I don't know. But I suspect not. I think MTSN was wise to use its stock as currency when the share price was high; but now the equation is considerably different. I suppose there might be is enough time for the stock to recover sufficiently to make the deal work if the market shakes out right. But that might be something of a stretch in the current environment. The merger question is the only thing preventing me from buying more if (when?) the stock drops further. Wish we had some visibility as to what the company's contingency planning is.