Monday, July 31, 2006 7:47:36 PM
"3. The audit committee of the Company, made up of Walter Brandhuber and Nicolae
Luca, both not being independent directors within the meaning of the
regulations, was dissolved and a new audit committee constituted. The new audit
committee is made up of the following non-executive directors:
o Howard Jeter ii. Andrew Uzoigwe iii. Clement Nwizubo"
"Mr. Nwizubo, 54, is currently President of Clement E. Nwizubo, CPA, PC, a New-York based firm which he founded in 1987. From 1985 to 1987, Mr. Nwizubo was the Manager of Financial and Accounting Reporting at Primerica Corporation. From 1983 to 1985, he was the Audit Manager of Watson Rice and Company. Between 1980 and 1983 he worked as a senior accountant with Stewart Benjamin and Brown. Mr.
Nwizubo is a Certified Public Accountant. He took a BS in Accounting and Business Administration in 1977 from Oneonta State College, NY and an MBA in 1980 from Fordham University. Mr. Nwizubo is a US citizen."
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