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Our Finn,as well as all other major accounting firms,participates in a"peer review"program,covering our audit and <br /> accounting practices. This program requires that once every three years we subject our quality assurance practices to <br /> an examination by another accounting firm.As part of the process, the other firm will review a sample of our work. <br /> It is possible that the other firm for their review may select the work we perform for you. If it is, they are bound by <br /> professional standards to keep all information confidential.If you object to having the work we do for you reviewed <br /> by our peer reviewer, please notify us in writing. <br /> In the event we are requested or authorized by you or required by government regulation, subpoena, or other legal <br /> process to produce our working papers or our personnel as witnesses with respect to our engagement for you,you will, <br /> so long as we are not a party to the proceeding in which the information is sought,reimburse us for our professional <br /> time and expense, as well as the fees and expenses of our counsel, incurred in responding to such a request. <br /> If any dispute,controversy or claim arises in connection with the performance or breach of this agreement either party <br /> may,on written notice to the other party,request that the matter be mediated. Such mediation would be conducted by <br /> a mediator appointed by and pursuant to the Rules of the American Arbitration Association or such other neutral <br /> facilitator acceptable to both parties. Both parties would exert their best efforts to discuss with each other in good faith <br /> their respective positions in an attempt to finally resolve such dispute or controversy. <br /> If any dispute,controversy,or claim arising out of or in connection with the performance or breach of this agreement <br /> cannot be resolved by mediation,then the dispute,controversy,or claim would be settled by arbitration in accordance <br /> with the rules of the American Arbitration Association(AAA)for the Resolution of the Accounting Firm Disputes. <br /> The award issued by the arbitration panel may be confirmed in ajudgment by any federal or state court of competent <br /> jurisdiction. <br /> The charges for our work are based on the time spent,and calculated at our regular hourly rates in effect, from time <br /> to time, plus direct expenses. Our rates vary according to the degree of responsibility involved and the skill required. <br /> Our fee for services, including out of pocket expenses is estimated not to exceed $40,000. <br /> All invoices are payable within thirty days from invoice date.A service charge will be added to past due accounts equal <br /> to 1-112%per month(18%annually)on the previous month's balance less payments received during the month,with <br /> a minimum charge of$2.00 per month. <br /> If the foregoing is in accordance with your understanding, please sign the original of this letter in the space provided <br /> and returns it to us. <br /> Very truly yours, <br /> RRY, BEK7RT & HOLLAND, L.L.P. <br /> Eddie T. Burke, CPA <br /> Partner <br /> RESPONSE: <br /> This letter correctly sets forth the understanding of Orange County <br /> Signature: <br /> Title: <br />