I don't believe that a purchase accounting acquisition is taxable for the
company, but potentially a taxable event for the shareholders.  Therefore,
any
Enterprise Value calculation should not in my opinion include any tax
implications except for the tax shield in taking on new debt and any taxes
on
assets sold off at a capital gain.

**********************************************
Mark D. Guinney, CFA
Consultant
Watson Wyatt Investment Consulting
345 California Street, Ste. 1400
San Francisco, CA  94104
(415) 733-4487 ph.
(415) 733-4190 fax