Audit Committee Communication Letter

AUDIT COMMITTEE COMMUNICATION LETTER

Date:

To: Audit Committee Name:

Company:

RECITALS

WHEREAS, the Audit Committee (the "Committee") has oversight responsibility for the financial reporting and disclosure process of the Company; and

WHEREAS, the Independent Auditor (the "Auditor") has been engaged to perform the audit engagement described below for the fiscal period beginning on and ending on ; and

WHEREAS, this letter memorializes the Auditor's communications with the Committee concerning the scope, findings, professional judgments and other matters required to be communicated to those charged with governance.

SCOPE OF WORK

The Auditor will perform an audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards. The objective of the audit is to obtain reasonable assurance about whether the financial statements are free from material misstatement and to issue an auditor's report. The audit will include tests of accounting records, internal controls relevant to the preparation and fair presentation of the financial statements and such other procedures as the Auditor deems necessary in the circumstances.

AUDIT MATTERS

Total recorded audit adjustments proposed: $   Uncorrected misstatements (aggregate): $

Please indicate the Auditor's assessment of control deficiencies identified during the audit (check all that apply):

None identified    Control deficiency    Significant deficiency    Material weakness

The Auditor confirms that, to the best of its knowledge, it is independent with respect to the Company in accordance with applicable professional standards.
Auditor confirms independence

PAYMENT TERMS

Late fee:

TERM AND TERMINATION

Engagement Start Date:    Engagement End Date:

This engagement will continue through the end date unless earlier terminated by either party upon written notice to the other party. Termination for convenience requires days' prior written notice. Termination for cause may be immediate if the terminating party provides written notice specifying the grounds for termination.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information obtained from the other party in connection with the engagement and shall not disclose such information to third parties except as required by law, regulation, or professional obligations. The Auditor may disclose confidential information to its personnel and professional advisors who have a need to know and who are bound by confidentiality obligations.

Return or destruction of confidential materials upon termination: Auditor will return or destroy confidential materials upon written request

GOVERNING LAW

This Letter and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the Committee and the Auditor with respect to the subject matter hereof and supersedes all prior proposals, agreements or understandings, whether written or oral, relating to such subject matter. No amendment shall be effective unless in writing signed by both parties.

OTHER MATTERS

The undersigned acknowledge receipt of this Communication Letter and agree that the matters set forth above have been discussed with the Committee and, where applicable, with management.

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