<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v10671_ex99-1.txt
<TEXT>

Exhibit 99.1


Gentleman:

In this recent filing there are several statements about me that are misleading.

1) I did NOT consent to the appointment of the new auditor. Quite to the
contrary, I specifically told Jeff Barocas, CFO, who seemed to be leading the
project, that I was abstaining from making any decisions on the selection of an
auditor because I believed the process was not being conducted in accordance
with the spirit and intent of Sarbanes Oxley. I further stated that, in my
opinion, the Audit Committee, not management, should be leading the process to
select an independent auditor and the Committee should be actively meeting in
this effort.

2) I was NOT given the opportunity to formally interview an auditor. Mr. Barocas
had a staff member from an accounting firm call me to tell me about the firm. I
reported back to Mr. Barocas that the firm appeared to have the qualifications
to be eligible as a potential candidate. This was not an interview and I
certainly would not have endorsed a firm on the basis of this short telephone
call. I was not given an opportunity to interview or even meet any principal
from any firm.

3) I did NOT consent to the announcement of the appointment of the new auditor.
I did not participate in nor do I have knowledge of any Audit Committee meeting
conducted for the purpose of choosing an auditor. Nor was I aware that an
official offer had been made to an auditor or accepted by the auditor. I was not
involved in the preparation of the announcement to which you refer. I was not
given the opportunity to review it and I was not aware of the contents of this
report or the timing of its release. I learned that the company hired a new
auditor after the announcement was made.

4) Finally, everyone was well aware of all my concerns. My interests and
expectations were documented prior to my joining the board and I later
circulated a memo on the topic of governance. Most importantly, my concerns were
discussed numerous times with Directors and Management and in two
teleconferences with the full Board, one including your legal counsel in New
York.

Your statements have seriously misrepresented me and my position on these
matters and I demand that you file another 8K/A and include this letter as an
exhibit.


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