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As of April 12, 2000, the firm of Singer, Lewak Greenbaum amp; Goldstein LLP was engaged as our independent accountant to provide services after April 14, 2000, the date of filing of our Annual Report on Form 10-K for the year ended December 31, 1999. Except as set forth below, the audit reports of Arthur Andersen LLP on our financial statements as of and for the years ended December 31, 1999 as restated, 1998, and 1997 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to audit scope or accounting principles. Our financial statements for the year ended December 31, 1999 as restated contain a statement that losses from operations, a working capital deficit and a retained deficit, raise substantial doubt about our ability to continue as a going concern. The notes to the financial statements describe management's plan to address these concerns, which include: - Our raising 3,000,000 through a private placement of our securities in January 2000, - Our raising 2,100,000 through a private placement of our securities in March 2000, - The receipt by us of a commitment from the January 2000 investor to provide an additional 2,000,000 in private placement funding contingent on our achieving certain sales benchmarks for the first two quarters of 2000; - Our currently negotiating to raise an additional 15,000,000 via a private placement with a plan to pay off the Company's term loan with the proceeds; - Our having received a waiver from our credit facility lender for violations of certain covenants included in the loan agreement; - Our reducing portions of our fixed overhead expenses, including executive salary reductions of 1,300,000; - Our management having revised its marketing strategy and plans to reduce advertising expenditures; and.

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