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Carrie Copfer 4 November 28, 2005 An audit is not designed to provide assurance on internal control or to identify reportable conditions. However, we will inform the governing body or audit committee of any matters involving internal control and its operation that we consider being reportable conditions under standards established by the American Institute of Certified Public Accountants. Reportable conditions involve matters coming to our attention relating to significant deficiencies in the design or operation of the internal control that, in our judgment, could adversely affect the entity's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. Audit Adnunistration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any invoices selected by us for testing. The work papers for this engagement are the property of Ciuni & Panichi, Inc. and constitute confidential information. However, pursuant to authority given to it by law or regulation, we may be requested to make certain work papers available to the State Auditor's Office or its designee, a federal agency providing direct or indirect funding, or the U.S. General Accounting Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such requests. If requested, access to such work papers will be provided under the supervision of Ciuni & Panichi, Inc. personnel. Furthermore, upon request, we may provide photocopies of selected work papers to the State Auditor's Office. The State Auditor's Office may intend, or decide, to distribute the photocopies or information contained therein to others, including other governmental agencies. The work papers for this engagement will be retained for a minimum of three years after the date the auditors' report is issued or for any additional period requested by the State Auditor's Office. If we are aware that the State Auditor's Office is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the work papers. In the interest of facilitating our services to you, we may communicate by facsimile transmission or send electronic mail over the Internet. Such communications may include information that is confidential to you. We estimate that our fees for these services will be $26,840 for the audit. You will also be billed for out -of- pocket costs such as delivery, travel, document processing, and report production costs, etc. The fee is based on anticipated cooperation from your personnel, specifically, the completion of required information outlined in the prepared by client list, and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new estimate before we incur the additional costs. Billings will be rendered monthly so you may readily relate our charges to the work performed. Each invoice will be payable on receipt. In accordance with our firm policies, work may be suspended if your account becomes 60 days or more overdue and will not be resumed until current status is reached. Amounts due after 60 days will become subject to a 1' /2% monthly interest charge, which will be added to the existing outstanding balance. The parties shall attempt in good faith to resolve any dispute arising out of or relating to the engagement, including any dispute over invoiced amounts, promptly by negotiations between executives who have authority to settle the controversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within twenty days of the delivery of said notice, executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within thirty days of the disputing party's notice, or if the parties fail to meet within twenty days, either party may initiate mediation of the controversy or claim as provided herein.