Common use of Accountant’s Comfort Letter Clause in Contracts

Accountant’s Comfort Letter. On the Closing, the Company shall cause to be delivered to the Agent a letter from PricewaterhouseCoopers LLP, addressed to the Agent, dated as of the Closing, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the Closing (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company and the Subsidiaries within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which that are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, letter or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its the Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, whichthe Prospectus that, in the Agent's reasonable judgmentsole judgment of the Representatives, is material and adverse and that makes it, in the Agent's reasonable judgmentsole judgment of the Representatives, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP (i) shall be addressed to or for the use of the Agent Underwriters, (ii) shall be satisfactory in form and substance satisfactory to the Agent and Representatives, (iii) shall (i) represent, to the extent true, represent that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (iiiv) shall set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September 30December 31, 2000 1997 and 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) nine months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March December 31, 2001 1996 and the fiscal years ended December 31, 1997 and 1998 and (the "Interim Financial Statements"), (ivv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and shall address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesRepresentatives.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth described in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001997, 1998 and 1999, , and (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 20001999, [(iii) state that PricewaterhouseCoopers KPMG LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers KPMG LLP as described in SAS 71 on the financial statements for each of the quarters in the quarterly period ended March December 31, 2001 1999 (the "Interim Quarterly Financial Statements"), ,] (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with United States generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and the Agentyou. In addition, the Agent you shall have received from KPMG LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On the Closing, the Company The Underwriter shall cause to be delivered to the Agent have received a letter from PricewaterhouseCoopers LLP, addressed to it and dated the Agentdate of this Agreement and the Closing Date, dated as of the Closingrespectively, confirming that they are from Divine, Xxxxxxxx & Xxxxx, Ltd., independent certified public accountants for the Company, stating that (i) with respect to the Company they are independent public accountants within the meaning of the Act and the applicable published Rules Regulations thereunder and Regulations the response to Item 509 of Regulation S-B as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the financial statements of the Company examined by them at all dates and based upon for all periods referred to in their opinion and included in the procedures described Registration Statement and Prospectus, comply in such letter delivered to the Agent concurrently all material respects with the execution applicable accounting requirements of this Agreement the Act and the Regulations thereunder with respect to registration statements on Form S-B2; (herein called iii) on the "Original Letter"basis of certain indicated procedures (but not an examination in accordance with generally accepted accounting principles), but carried out including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, whether or not appearing in the Prospectus, inquiries of the officers of the Company or other persons responsible for its financial and accounting matters regarding the specific items for which representations are requested below, and a reading of the minute books of the Company, nothing has come to their attention which would cause them to believe that during the period from the last audited balance sheet included in the Registration Statement to a specified date not more than four (4) business five days prior to the Closing (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose (a) there has been any change in the condition (financial capital stock or otherwise), earnings, operations, business or business prospects other securities of the Company and its Subsidiaries considered as one enterprise or any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown or contemplated under "Capitalization" in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets, or net assets as compared with amounts shown in the last audited balance sheet included in the Prospectus so as to make said financial statements misleading; and (c) on the basis of the indicated procedures and discussions referred to in clause (iii) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (1) the unaudited financial statements and schedules set forth in the Registration Statement or Prospectus, which, in and Prospectus do not present fairly the Agent's reasonable judgment, is material financial position and adverse and that makes it, in the Agent's reasonable judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet results of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30periods indicated, 2000, (iii) state that PricewaterhouseCoopers LLP has performed in conformity with the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across on a consistent basis with the periods presentedaudited financial statements, and address (2) the dollar amounts, percentages and other matters agreed upon by Pricewaterhouse Coopers LLP financial information set forth in the Registration Statement and Prospectus under the Agent. In addition, the Agent shall have received a letter addressed to the Company captions "Prospectus Summary," "Risk Factors," "Dilution," "Capitalization," "Executive Compensation," "1996 Stock Option Plan," "Principal Shareholders," and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of "Certain Transactions," are not in agreement with the Company's system of internal accounting controlsgeneral ledger, to financial records, or computations made by the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesCompany therefrom.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30[December 31, 2000 1998] and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30[December 31, 20001998], (iii) state that PricewaterhouseCoopers KPMG LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers KPMG LLP as described in SAS 71 on the financial statements for each of the quarters in the ten-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and the Agentyou. In addition, the Agent you shall have received from KPMG LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 2000, 1998 did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth described in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Notes as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001997, 1998 and 1999, and (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers LLP Xxxxxx Xxxxxxxx has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP Xxxxxx Xxxxxxxx as described in SAS 71 on the financial statements for each of the quarters in the nine-quarter period ended March 31, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP Xxxxxx Xxxxxxxx and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company and the Subsidiaries within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which that are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, letter or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its the Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, whichthe Prospectus that, in the Agent's reasonable judgmentsole judgment of the Representatives, is material and adverse and that makes it, in the Agent's reasonable judgmentsole judgment of the Representatives, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP (i) shall be addressed to or for the use of the Agent Underwriters, (ii) shall be satisfactory in form and substance satisfactory to the Agent and Representatives, (iii) shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (iiiv) shall set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September 30March 31, 2000 1998 and 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period fiscal years ended March 31, 2001 1997, 1998 and 1999 and (the "Interim Financial Statements"), (ivv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and shall address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the AgentRepresentatives. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30March 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLC addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP LLC shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers LLP LLC has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP LLC as described in SAS 71 on the financial statements for each of the quarters in the three-month period ended March 31, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP PricewaterhouseCoopers LLC and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLC a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March December 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented1998, and address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and the Agentyou. In addition, the Agent you shall have received from KPMG LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Deloitte & Touche LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Deloitte & Touche LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.the

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date or the applicable Date of Delivery, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the Closing Date or applicable Date of Delivery, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "“Original Letter"”), but carried out to a date not more than four (4) business days prior to the Closing Date or applicable Date of Delivery, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or applicable Date of Delivery, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement Statement, the most recent Preliminary Prospectus or the Prospectus, which, in the Agent's reasonable Representatives’ sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives’ sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, stockholders’ equity and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements statement for each of the quarters in the period ended March 31, 2001 (the "Interim “Quarterly Financial Statements"”), (iv) state and that in the course of such review, nothing came to their attention that leads them to believe that any material modifications modification need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across during the periods presented, and (iv) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date or the applicable Date of Delivery, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the Closing Date or applicable Date of Delivery, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the Closing Date or applicable Date of Delivery, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or applicable Date of Delivery, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement Statement, the most recent Preliminary Prospectus or the Prospectus, which, in the Agent's reasonable Representatives' sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives' sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30December 31, 2000 2006 and December 31, 2005 and related consolidated statements of operations, shareholders' equity, equity and cash flows for the twelve (12) months ended September 30December 31, 20002006, December 31, 2005 and December 31, 2004, and (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company and UNI within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) set forth their opinion with respect to their examination of the balance sheet of Collegiate Advantage, Inc. as of December 31, 1997 and related statements of operations; shareholders' equity, and cash flows for the twelve (12) months ended December 31, 1997; (iv) set forth their opinion with respect to their examination of the balance sheet of The Main Quad, Inc. as of December 31, 1996 and related statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended December 31, 1996; (v) set forth their opinion with respect to their examination of the balance sheet of University Netcasting, Inc. as of March 31, 1999 and related statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended March 31, 1999; (vi) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.the

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall 16. be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30March 31, 2000 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30Xxxxx 00, 20000000, (iiixxx) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS 71 on the financial statements for each of the quarters in the period quarter ended March 31June 30, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30March 31, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On The Underwriter shall have received on the ClosingFirst Closing Date, or the Company shall cause to be delivered to Second Closing Date, as the Agent case may be, a letter from PricewaterhouseCoopers LLP, Deloitte & Touche LLP addressed to the Agent, Underwriter and dated as of the Closingapplicable Closing Date, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent Underwriter concurrently with the execution of this Agreement (herein called the "Original LetterORIGINAL LETTER"), but carried out to a date not more than four (4) business days prior to the First Closing Date, or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date, or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the AgentUnderwriter's reasonable sole judgment, is material and adverse and that makes it, in the AgentUnderwriter's reasonable sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Deloitte & Touche LLP shall be addressed to or for the use of the Agent Underwriter, in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters substantially in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course form of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the AgentExhibit F attached hereto. In addition, the Agent Underwriter shall have received from Deloitte & Touche LLP a letter addressed to the Company and made available to the Agent Underwriter for the use of the Agent Underwriter stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 20002003, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Arthxx Xxxexxxx XXX addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, (iii) state that PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX as described in SAS 71 on the financial statements for each of the quarters in the two-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, ,] and address other matters agreed upon by Pricewaterhouse Coopers LLP Arthxx Xxxexxxx XXX and the Agentyou. In addition, the Agent you shall have received from Arthxx Xxxexxxx XXX a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers Ernst & Young LLP, addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS 71 on the financial statements for each of the quarters in the three-quarter period ended March 31September 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On the Closingdate hereof, the Company Initial Purchasers shall cause to be delivered to the Agent a letter have received from PricewaterhouseCoopers Deloitte & Touche LLP, the independent registered public accounting firm for the Company, a “comfort letter” dated the date hereof addressed to the AgentInitial Purchasers, dated as of the Closing, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the Closing (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) representRepresentative, to covering the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, Final Offering Memorandum and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agentcustomary matters. In addition, on the Agent Closing Date, the Initial Purchasers shall have received from such accountants a letter “bring-down comfort letter” dated the Closing Date addressed to the Company Initial Purchasers, in form and made available substance satisfactory to the Agent for Representative, in the use form of the Agent stating “comfort letter” delivered on the date hereof, except that PricewaterhouseCoopers (i) it shall cover the financial information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 3 business days prior to the Closing Date. On the date hereof, the Initial Purchasers shall also have received from BDO USA LLP's review , the independent registered public accounting firm for Multimedia Games, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to the Representative, covering the financial information of Multimedia Games in the Final Offering Memorandum and other customary matters. In addition, on the Closing Date, the Initial Purchasers shall have received from such accountants a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and substance satisfactory to the Representative, in the form of the Company's system of internal accounting controls“comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 3 business days prior to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesClosing Date.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company and the Subsidiaries within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated combined balance sheet of Global Discount and Global Travel as of December 31, 1998, and (iii) set forth their opinion with respect to their examination of the balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company and KD One as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholdersstockholders' equity, equity and cash flows for the twelve (12) 12 months ended September 30December 31, 20001999, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the eight-quarter period ended March December 31, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.made

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Deloitte & Touche addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Deloitte & Touche shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30________, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30________, 20001999, (iii) state that PricewaterhouseCoopers LLP Deloitte & Touche has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP Deloitte & Touche as described in SAS 71 on the financial statements for each of the quarters in the ____ quarter period ended March 31________, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP Deloitte & Touche and the Agentyou. In addition, the Agent you shall have received from Deloitte & Touche a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30________, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company and Xxxxx.xxx within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries Xxxxx.xxx considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company and Xxxxx.xxx within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company and Xxxxx.xxx as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and Xxxxx.xxx and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system and Xxxxx.xxx's systems of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's and Xxxxx.xxx's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1996, 1997 and 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001996, 1997 and 1998, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS 71 on the financial statements for each of the quarters in the six-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS 71 on the financial statements for each of the quarters in the quarterly period ended March 31, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which that are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its the Subsidiaries considered as one enterprise from that set forth in the Registration Statement or and each Prospectus, whichthat, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the ProspectusProspectuses. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September 30March 31, 2000 1999 and December 31, 1999 and related consolidated statements of operations, shareholders' equity, equity and cash flows for the twelve period from May 7, 1998 (12inception) to March 31, 1999 and the nine-months ended September 30December 31, 20001999, and (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and the Agentyou. In addition, the Agent you shall have received from KPMG LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Deloitte & Touche LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Deloitte & Touche LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 3030 1999, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 20001999, (iii) state that PricewaterhouseCoopers Deloitte & Touche LLP has performed the procedures set out in Statement on Auditing Standards ("SAS") No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Deloitte & Touche LLP as described in SAS No. 71 on the financial statements for each of the quarters in the period eight quarter periods ended March 31June 30, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, (v) state that Deloitte & Touche LLP has performed the procedures set forth in Statement on Standards for Attestation Engagements No. 8 on the information included in the Prospectus under the caption "Management's Discussion and Analysis of Financial Conditions and Results of Operations" and describe or attach their report thereon (as described by SAS No. 86) and (vi) address other matters agreed upon by Pricewaterhouse Coopers Deloitte & Touche LLP and the Agentyou. In addition, the Agent you shall have received from Deloitte & Touche LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date or on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers Deloitte & Touche LLP, addressed to the AgentInitial Purchasers, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning under Rule 101 of the Act AICPA's Code of Professional Conduct and the applicable published Rules its interpretations and Regulations rulings and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be; and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, Final Circular which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, it impracticable or inadvisable to proceed with the public offering sale of the Firm Securities and the Option Securities as contemplated by the ProspectusFinal Circular. The Original Letter from PricewaterhouseCoopers LLP Deloitte & Touche LLP, shall be addressed to or for the use of the Agent Initial Purchasers in form and substance satisfactory to the Agent Initial Purchasers and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning under Rule 101 of the Act AICPA's Code of Professional Conduct and the applicable published Rules its interpretations and Regulationsrulings, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30March 31, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30Marcx 00, 20000000, (iiixxx) state xxxte that PricewaterhouseCoopers Deloitte & Touche LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.interim

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30June 28, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30June 28, 20001998, (iii) state that PricewaterhouseCoopers KPMG LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers KPMG LLP as described in SAS 71 on the financial statements for each of the quarters in the ____-quarter period ended March 31__________, 2001 ___ (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and the Agentyou. In addition, the Agent you shall have received from KPMG LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30June 28, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Pricewaterhouse Coopers LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Pricewaterhouse Coopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and PricewaterhouseCoopers LLP and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and 1997 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, 1997 and 1996, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the two-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agentyou. In addition, the Agent you shall have received from Pricewaterhouse Coopers LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September June 30, 2000 1998 and June 30, 1997, and related consolidated statements of operationsincome, shareholders' equity, equity and cash flows for each of the twelve (12) months three years in the period ended September June 30, 20001998, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 ), Interim Financial Information, on the financial unaudited consolidated balance sheet as of March 31, 1999, and the unaudited consolidated statements of income and comprehensive income and of cash flows for each of the quarters in the period nine-month periods ended March 31, 2001 (1998 and March 31, 1999 included in the "Interim Financial Statements")Registration Statement, (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements matters referred to in (iii) in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September June 30, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which that are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and December 31, 1998 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999 and December 31, 1998, and for the six month period ended December 31, 1997, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS 71 on the financial statements for each of the quarters in the three-quarter period ended March 31September 30, 2001 2000, (the "Interim Quarterly Financial Statements"), and (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and the Second Closing Date, the Company shall cause to be delivered to the Agent as applicable, a letter from PricewaterhouseCoopers LLP, Deloitte & Touche LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingapplicable, confirming that they such accountants are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such the letter delivered to the Agent you by such accountants concurrently with the execution of this Agreement (herein called the "Original LetterORIGINAL LETTER"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as applicable, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as applicable, and (ii) setting forth any revisions and or additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change Material Adverse Effect, as determined by you in the condition (financial or otherwise)your sole judgment, earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Deloitte & Touche LLP shall be addressed to or for the use of the Agent Underwriters and shall be in form and substance satisfactory to the Agent and Underwriters. The Original Letter shall (i) represent, to the extent true, that they such accountants are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their the opinion of such accountants with respect to their examination audit of the consolidated balance sheet of the Company as of September 30December 31, 2000 and related consolidated statements of operationsincome, changes in shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 2000, (iii) state that PricewaterhouseCoopers LLP has such accountants have performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31June 30, 2001 (the "Interim Financial StatementsQUARTERLY FINANCIAL STATEMENTS"), (iv) state that that, in the course of such review, nothing came to their the attention of such accountants that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements are required in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presentedand, and (v) address other matters agreed upon by Pricewaterhouse Coopers LLP such accountants and the Agentyou. In addition, the Agent you shall have received a from the Company any letter addressed to the Company from such accountants, and made available to you for use by the Agent for the use of the Agent Underwriters, stating that PricewaterhouseCoopers LLP's such accountants' review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination audit of the Company's consolidated financial statements as of September 30December 31, 2000, did not disclose any weaknesses in internal such controls that they such accountants' considered to be material weaknesses.

Accountant’s Comfort Letter. On the ClosingOffering Commencement Date, the Investor shall receive from Ernst & Young LLP (or successor auditors of the Company who shall cause to be delivered to independent public accountants within the Agent meaning of Regulation S-X under the Securities Act and the Exchange Act) a letter from PricewaterhouseCoopers LLP, dated as of such date addressed to the AgentInvestor, dated as containing statements and information of the Closingtype ordinarily included in an accountants’ “comfort letter” to initial purchasers in offerings made in reliance upon Rule 144A, confirming that they are independent certified public accountants delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the Company within audited, unaudited and pro forma financial statements and certain financial information contained, or incorporated by reference, in the meaning Offering Memorandum. In the event that the letter referred to above describes, for the period subsequent to the date of the Act most recent consolidated balance sheet and income statement of the applicable published Rules and Regulations and based upon Company included or incorporated by reference in the procedures described Offering Memorandum, any changes in such letter delivered to the Agent concurrently capital stock, increases in long-term debt, or decreases in the consolidated assets or stockholders’ equity of the Company, as compared with amounts shown on the then-most recent consolidated balance sheet of the Company included or incorporated by reference in the Offering Memorandum, or any decreases, as compared with the execution corresponding period in the preceding year, in consolidated net revenues or net income per share of this Agreement (herein called the "Original Letter")Company, but carried out to a date not more than four (4) business days prior to except in each case for such changes, increases or decreases that the Closing Offering Memorandum discloses have occurred or may occur, (i) confirming, such letter shall be accompanied by the written explanation of the Company as to the extent truesignificance thereof, that unless the statements and conclusions set forth in the Original Letter are accurate as of the Closing Investor deems such explanation unnecessary, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any if such changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, whichdecreases, in the Agent's reasonable judgmentgood faith judgment of the Investor, is material and adverse and that makes it, in the Agent's reasonable judgment, impracticable make it impractical or inadvisable to proceed with the public re-offering of the Securities Shares as contemplated by this Agreement, at the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Investor’s request the Company shall be addressed to or for the use of the Agent in form and substance satisfactory prepare a supplement to the Agent Offering Memorandum (which may take the form of a filing with the Commission that is incorporated by reference into the Offering Memorandum) disclosing and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim explaining such financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessescondition.

Accountant’s Comfort Letter. On the Closingdate hereof, the Company Underwriters shall cause to be delivered to the Agent a letter have received from PricewaterhouseCoopers LLP, addressed to the Agent, dated as of the Closing, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the Closing (i) confirmingDeloitte & Touche LLP, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of independent registered public accounting firm for the Company and its Subsidiaries considered as one enterprise from that set forth in consolidated subsidiaries, a “comfort letter” dated the Registration Statement or Prospectus, which, in the Agent's reasonable judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be date hereof addressed to or for the use of Underwriters and the Agent Company, in form and substance satisfactory to the Agent Underwriters, covering the financial information in the Pricing Disclosure Package and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulationsother customary matters, (ii) set forth their opinion with respect Deloitte & Touche LLP, the independent registered public accounting firm for Peninsula Gaming, LLC and its consolidated subsidiaries, a “comfort letter” dated the date hereof addressed to their examination of the consolidated balance sheet of Underwriters and the Company as of September 30Company, 2000 in form and related consolidated statements of operationssubstance satisfactory to the Underwriters, shareholders' equity, covering the financial information in the Pricing Disclosure Package and cash flows for the twelve (12) months ended September 30, 2000, other customary matters and (iii) state that PricewaterhouseCoopers LLP has performed Deloitte & Touche LLP, the procedures set out independent registered public accounting firm for Marina District Development, LLC and its consolidated subsidiaries, a “comfort letter” dated the date hereof addressed to the Underwriters and the Company, in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim form and substance satisfactory to the Underwriters, covering the financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, Pricing Disclosure Package and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agentcustomary matters. In addition, on the Agent Closing Date, the Underwriters shall have received from such accountants a letter “bring-down comfort letter” dated the Closing Date addressed to the Company Underwriters and made available the Company, in form and substance satisfactory to the Agent for Underwriters, in the use form of the Agent stating “comfort letter” delivered on the date hereof, except that PricewaterhouseCoopers LLP's review of (i) it shall cover the Company's system of internal accounting controls, financial information in the Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than five (5) days prior to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesClosing Date.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth refer to their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, 1998 and 1997, incorporated by reference in the Registration Statement, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards ("SAS") No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS No. 71 on the financial statements for each of the quarters in the three quarter period ended March 31September 30, 2001 2000 (the "Interim Quarterly Financial Statements"), incorporated by reference in the Registration Statement, (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth refer to their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, (iii) state that PricewaterhouseCoopers KPMG LLP has performed the procedures set out in Statement on Auditing Standards ("SAS") No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers KPMG LLP as described in SAS No. 71 on the financial statements for each of the quarters in the one-quarter period ended March 31, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers (v) state that KPMG LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.has performed the

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 20001998, (iii) state that PricewaterhouseCoopers KPMG LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers KPMG LLP as described in SAS 71 on the financial statements for each of the quarters in the three-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and the Agentyou. In addition, the Agent you shall have received from KPMG LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On The Representatives shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company and Xenotech, L.P. within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent Representatives concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four five (45) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter Original Letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise or Xenotech, L.P. from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable Representatives' sole good faith judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives' sole good faith judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters, in form and substance reasonably satisfactory to the Agent Underwriters, and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company and Xenotech, L.P. within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company and Xenotech, L.P. as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS 71 on the interim financial statements for each of the quarters included in the period ended March 31, 2001 Registration Statement and the Prospectus (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the AgentRepresentatives. In addition, the Agent Representatives shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent Representatives for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date, the Company shall cause to be delivered to the Agent a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated as of the ClosingClosing Date, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "“Original Letter"”), but carried out to a date not more than four (4) business days prior to the Closing Date, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or the Prospectus, which, in the Agent's reasonable Representatives’ sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives’ sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30December 31, 2000 2007 and December 31, 2006 and related consolidated statements of operations, shareholders' equity, ’ equity and cash flows for the twelve (12) months ended September 30December 31, 20002007, December 31, 2006 and December 31, 2005, and (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 2007 (the "Interim “Quarterly Financial Statements"”), (iv) state and that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across during the periods presented, and (iv) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLC addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP LLC shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September 30December 31, 2000 1997 and 1998 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve period from November 7, 1996 (12inception) months to December 31, 1996 and for the years ended September 30December 31, 20001997 and 1998, (iii) set forth their opinion with 17 respect to their examination of the combined balance sheet of Enhanced Response Technologies, Inc. as of December 31, 1997 and related combined statements of operations, shareholders' deficiency, and cash flows for the period ended December 31, 1996 and the year ended December 31, 1997, (iv) state that nothing has come to their attention that caused them to believe that the unaudited pro forma consolidated financial information included in the Registration Statement does not comply as to form in all material respects with the applicable accounting requirements of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements, (v) state that PricewaterhouseCoopers LLP LLC has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP LLC as described in SAS 71 on the pro forma financial statements for each of the quarters in the ____-quarter period ended March 31________________, 2001 1999 (the "Interim Quarterly Financial Statements"), (ivvi) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP PricewaterhouseCoopers LLC and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLC a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001997 and 1998 and of Enhanced Response Technologies, Inc.'s financial statements as of December 31, 1997, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date or the applicable Date of Delivery, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the Closing Date or applicable Date of Delivery, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "“Original Letter"”), but carried out to a date not more than four (4) business days prior to the Closing Date or applicable Date of Delivery, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or applicable Date of Delivery, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement Statement, the most recent Preliminary Prospectus or the Prospectus, which, in the Agent's reasonable Representatives’ sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives’ sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30, 2000 ____________________ and related consolidated statements of operations, shareholders' equity, ’ equity and cash flows for the twelve (12) months ended September 30, 2000_________________________, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements statement for each of the quarters in the period ended March 31, 2001 ______________________ (the "Interim “Quarterly Financial Statements"”), (iv) state and that in the course of such review, nothing came to their attention that leads them to believe that any material modifications modification need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across during the periods presented, and (iv) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of December 31, 1998, and September 30, 2000 1999, and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended December 31, 1998, and the nine (9) months ended September 30, 20001999, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period nine (9) months ended March 31September 30, 2001 1998 (the "Interim Financial StatementsNine Month Statement"), and (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements Nine Month Statement in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agentyou. In addition, the Agent you shall have received from Pricewaterhouse Coopers LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLPPriceWaterhouseCoopers, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers PriceWaterhouseCoopers, LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March December 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented1999, and address other matters agreed upon by Pricewaterhouse Coopers PriceWaterhouseCoopers, LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Ernst & Young shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September June 30, 2000 1999 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September June 30, 20001999, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS 71 on the financial statements for each of the quarters in the six-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September June 30, 2000, 1999 did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date or on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September 30December 31, 2000 1998 and 1999 and related consolidated statements of operations, shareholdersredeemable convertible preferred stock and stockholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters three years in the period ended March December 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent1999. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date or the applicable Date of Delivery, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the Closing Date or applicable Date of Delivery, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "“Original Letter"”), but carried out to a date not more than four (4) business days prior to the Closing Date or applicable Date of Delivery, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or applicable Date of Delivery, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable Representatives’ sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives’ sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30December 31, 2000 2004 and December 31, 2003 and related consolidated statements of operations, shareholders' equity, ’ equity and cash flows for the twelve (12) months ended September 30December 31, 20002004, December 31, 2003 and December 31, 2002, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period six-month periods ended March 31June 30, 2001 2005 and 2004 (the "Interim “Quarterly Financial Statements"”), (iv) state and that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across during the periods presented, and (iv) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLPArthxx Xxxexxxx, XXP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Arthxx Xxxexxxx, XXP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, [(iii) state that PricewaterhouseCoopers LLP Arthxx Xxxexxxx, XXP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP Arthxx Xxxexxxx, XXP as described in SAS 71 on the financial statements for each of the quarters in the ____-quarter period ended March 31________________, 2001 ___ (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, ,] and address other matters agreed upon by Pricewaterhouse Coopers LLP Arthxx Xxxexxxx, XXP and the Agentyou. In addition, the Agent you shall have received from Arthxx Xxxexxxx, XXP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September April 30, 1999 and 2000 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September April 30, 1998, 1999 and 2000, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS 71 on the financial statements for each of the quarters in the eight quarter period ended March 31April 30, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September April 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On The Underwriters shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers Ernst & Young, LLP and PriceWaterhouseCoopers LLP, addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company or Sand Microelectronics, Inc., as the case may be, within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent Underwriters concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable judgmentsole judgment of the Xxxxxxxxx Xxxxxxxx, is material and adverse and that makes it, in the Agent's reasonable judgmentsole judgment of the Xxxxxxxxx Xxxxxxxx, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young, LLP and PriceWaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company or Sand Microelectronics, Inc., as the case may be, within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 1999 and December 31, 1999, and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 20001999, and the three (iii3) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period months ended March December 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented1999, and address other matters agreed upon by Pricewaterhouse Coopers LLP Ernst & Young, LLP, PriceWaterhouseCoopers LLP, and the AgentRepresentatives. In addition, the Agent you shall have received from Ernst & Young, LLP and PriceWaterhouseCoopers LLP, a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date, the Company shall cause to be delivered to the Agent a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated as of the ClosingClosing Date, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "“Original Letter"”), but carried out to a date not more than four (4) business days prior to the Closing Date, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, which, in the Agent's reasonable Representatives’ sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives’ sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30December 31, 2000 2006 and December 31, 2005 and related consolidated statements of operations, shareholders' equity, ’ equity and cash flows for the twelve (12) months ended September 30December 31, 20002006, December 31, 2005 and December 31, 2004, and (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period three month periods ended March 31, 2001 2007 and 2006 (the "Interim “Quarterly Financial Statements"”), (iv) state and that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across during the periods presented, and (iv) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September June 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September June 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, ,] and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September June 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September June 30, 2000 1999 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September June 30, 20001999, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the one-quarter period ended March 31September 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.(v)

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which that are necessary to reflect any changes in the facts described in the Original Letter since the date of such letterthe Original Letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, whichthe Prospectus that, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent and Underwriters, shall (i) represent, to the extent true, represent that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) shall set forth their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September 30December 31, 2000 1998 and 1999 and related consolidated statements of operations, shareholdersstockholders' equity, equity and cash flows for the twelve (12) months years ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March December 31, 2001 (the "Interim Financial Statements")1997, (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented1998 and 1999, and shall address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On The Underwriters shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants auditors with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent Underwriters concurrently with the execution of this Agreement (herein called the "“Original Letter"”), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing and Date or the Second Closing Date, as the case may be, (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or informationinformation and (iii) revising Sections 4, 5 and 6 of the Original Letter so that statements and conclusions dated as of July 31, 2004 in the Original Letter are dated as of August 31, 2004. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants auditors with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 2003 and 2002 and related consolidated statements of operations, shareholders' stockholders’ equity, and cash flows for the twelve (12) months ended September 30December 31, 20002003, 2002 and 2001, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards (“SAS”) No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements")information, (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements interim financial information in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, (v) state that PricewaterhouseCoopers LLP has performed the procedures set forth in Statement on Standards for Attestation Engagements No. 8 on the information included or incorporated by reference in the Prospectus under the caption “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and describe or attach their report thereon (as described by SAS No. 86), and (vi) address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesUnderwriters.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth described in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS 71 on the financial statements for each of the quarters in the 2-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September June 30, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Deloitte & Touche LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Deloitte & Touche LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 3030 1999, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 20001999, (iii) state that PricewaterhouseCoopers Deloitte & Touche LLP has performed the procedures set out in Statement on Auditing Standards ("SAS") No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Deloitte & Touche LLP as described in SAS No. 71 on the financial statements for each of the quarters in the period seven quarter periods ended March 31June 30, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers Deloitte & Touche LLP and the Agentyou. In addition, the Agent you shall have received from the Company a letter from Deloitte & Touche LLP and addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules rules and Regulations regulations promulgated thereunder and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or the Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules rules and Regulationsregulations, (ii) set forth refer to their opinion with respect to their examination of the consolidated balance sheet sheets of the Company as of September 30December 31, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters three years in the period ended March December 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented2000, and (iii) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 2000, did not disclose any weaknesses weakness in internal controls that they considered to be a material weaknessesweakness.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS 71 on the financial statements for each of the quarters in the second-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original -------- Letter"), but carried out to a date not more than four (4) business days prior ------ to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the condensed consolidated balance sheet of the Company as of September 30December 31, 2000 1999, the consolidated balance sheet of Insmed Pharmaceuticals, Inc. as of December 31, 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, and the consolidated balance sheet of Celtrix Pharmaceuticals, Inc. as of March 31, 2000 and the related consolidated statements of operations, shareholders' equity and cash flows for the twelve months (12) ended Xxxxx 00, 0000, (iiixxx) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and ------ providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS 71 on the financial statements for each of the quarters in the two-quarter period ended March 31June 30, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the ------------------------------ course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1997, 1998 and 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001997, 1998 and 1999, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the ____- quarter period ended March 31________________, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed such review necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September April 30, 2000 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS 71 on the financial statements for each of the quarters in the three-quarter period ended March January 31, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September April 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the first-quarter period ended March 31, 2001 1999, (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.consistently

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Pricewaterhouse Coopers LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Pricewaterhouse Coopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, [(iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Pricewaterhouse Coopers LLP as described in SAS 71 on the financial statements for each of the quarters in the ____-quarter period ended March 31________________, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.___

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business operations or business prospects of the Company and its Subsidiaries subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 2000, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards ("SAS") No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS No. 71 on the financial statements for each of the quarters in the period three-quarter periods ended March 31September 30, 2001 and September 30, 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September June 30, 2000 1999 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve six (126) months ended September June 30, 20001999, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information as and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters if such balances are included in the period ended March 31, 2001 (the "Interim Financial Statements")filing, (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September June 30, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On At the Closingtime of execution of this Agreement, the Company Underwriters shall cause to be delivered have received from Xxxxx Xxxxxxxx LLP a letter, in form and substance satisfactory to the Agent a letter from PricewaterhouseCoopers LLPRepresentatives, addressed to the Agent, Underwriters and dated as of the Closing, date hereof (i) confirming that they are independent certified public accountants with respect to the Company Energy Transfer Entities within the meaning of the Securities Act and are in compliance with the applicable published Rules requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and Regulations (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and based upon the procedures described Final Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in such letter connection with public offerings of securities. With respect to the letters of Xxxxx Xxxxxxxx LLP referred to in the preceding paragraph and delivered to the Agent Underwriters concurrently with the execution of this Agreement (herein called the "Original Letter"“initial letter”), but carried out to a date not more than four (4) business days prior the Partnership shall have furnished to the Underwriters a letter (the “bring-down letter”) of Xxxxx Xxxxxxxx LLP, addressed to the Underwriters and dated the Closing Date (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, confirming that they are independent certified public accountants with respect to the Company Energy Transfer Entities within the meaning of the Securities Act and are in compliance with the applicable published Rules and Regulationsrequirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) set forth their opinion stating, as of the date of the bring-down letter (or, with respect to their examination matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Final Prospectus, as of a date not more than five days prior to the date of the consolidated balance sheet bring-down letter), the conclusions and findings of such firm with respect to the Company as of September 30, 2000 financial information and related consolidated statements of operations, shareholders' equity, other matters covered by the initial letter and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed confirming in all material respects the procedures conclusions and findings set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters forth in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesinitial letter.

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date or the applicable Date of Delivery, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the Closing Date or applicable Date of Delivery, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "“Original Letter"”), but carried out to a date not more than four (4) business days prior to the Closing Date or applicable Date of Delivery, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or applicable Date of Delivery, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement Statement, the most recent Preliminary Prospectus or the Prospectus, which, in the Agent's reasonable Representatives’ sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives’ sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30, 2000 ____________________ and related consolidated statements of operations, shareholders' equity, stockholders’ equity and cash flows for the twelve (12) months ended September 30, 2000_________________________, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements statement for each of the quarters in the period ended March 31, 2001 ______________________ (the "Interim “Quarterly Financial Statements"”), (iv) state and that in the course of such review, nothing came to their attention that leads them to believe that any material modifications modification need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across during the periods presented, and (iv) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Arthxx Xxxexxxx XXX addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30October 31, 2000 1998 and 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30October 31, 20001997, 1998 and 1999, (iii) state that PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.eight-quarter

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements data for each of the quarters presented in the period ended March 31, 2001 Prospectus (the "Interim Quarterly Financial StatementsInformation"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements Information in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, (v) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement of Auditing standards No. 86 with respect to "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Prospectus and (iv) address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingClosing Date or the applicable Date of Delivery, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the Closing Date or applicable Date of Delivery, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the Closing Date or applicable Date of Delivery, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date or applicable Date of Delivery, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement Statement, the most recent Preliminary Prospectus or the Prospectus, which, in the Agent's reasonable Representatives' sole judgment, is material and adverse and that makes it, in the Agent's reasonable Representatives' sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and RegulationsSecurities Act, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet sheets including the schedule of investments of the Company as of September 30December 31, 2000 2006 and December 31, 2005 and related consolidated statements of operations, shareholders' equity, equity and cash flows for the twelve (12) months ended September 30December 31, 20002006, December 31, 2005 and December 31, 2004, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") 100 for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period three month periods ended March 31, 2001 2007 and 2006 (the "Interim Quarterly Financial Statements"), (iv) state and that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across during the periods presented, and (iv) address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Arthxx Xxxexxxx XXX addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30January 31, 2000 1999, and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30January 31, 20001999, (iii) state that PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP Arthxx Xxxexxxx XXX as described in SAS 71 on the financial statements for each of the quarters in the six-quarter period ended March January 31, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP Arthxx Xxxexxxx XXX and the Agentyou. In addition, the Agent you shall have received from Arthxx Xxxexxxx XXX a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30January 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, the Company shall cause to be delivered with respect to the Agent Option Shares, as the case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwiseother), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your judgment, is material and adverse and that makes it, in the Agent's reasonable your judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999, and related consolidated statements of operations, shareholders' equityequity (or deficit, as the case may be), and cash flows for the twelve (12) months ended September 30December 31, 20001999, (iii) state that PricewaterhouseCoopers KPMG LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in during the second-quarter period ended March 31June 30, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that that, in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesyou.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLPPricewaterhouseCoopers, LLP addressed to the AgentBoard of Directors of the Company and the Underwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four two (42) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers PricewaterhouseCoopers, LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers PricewaterhouseCoopers, LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers PricewaterhouseCoopers, LLP as described in SAS 71 on the financial statements for each of the quarters in the five-quarter period ended March 31, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers, LLP and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers, LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from each of KPMG LLP and PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company and The Xxxxxxxxx Benefits Corporation, in the case of KPMG LLP, and PeopleMover, Inc., in the case of PricewaterhouseCoopers LLP, within the meaning of the Securities Act and the applicable published Rules and Regulations Regulations, and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (each of which is herein called the an "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter Letters are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter Letters which are necessary to reflect any changes in the facts described in the Original Letter Letters since the date of such letterletters, or to reflect the availability of more recent financial statements, data or information. The letter letters shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or ProspectusProspectuses, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the ProspectusProspectuses. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Representatives and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of (a) the consolidated balance sheet sheets of the Company as of September 30December 31, 2000 1999 and 1998 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999 and the period from August 17, 1998 (inception) to December 31, 1998 and (b) the balance sheets of The Xxxxxxxxx Benefit Corporation as of December 31, 1998 and 1997 and the related statements of operations, stockholders' equity, and cash flows for the twelve (12) months ended December 31, 1998 and 1997, (iiiii) state that PricewaterhouseCoopers KPMG LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers KPMG LLP as described in SAS 71 on the financial statements for each of the quarters with respect to which financial information is set forth in the period ended March 31, 2001 Prospectuses (the "Interim Opus 360 Quarterly Financial Statements"), ) and (iviii) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Opus Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers KPMG LLP and you. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the Agentuse of the Underwriters in form and substance satisfactory to the Representatives and shall (i) set forth their opinion with respect to their examination of the consolidated balance sheets of PeopleMover, Inc. of the Company as of December 31, 1999 and 1998 the and related consolidated statements of operations, stockholders' deficit, and cash flows for the twelve (12) months ended December 31, 1999 and 1998, and (ii) address other matters agreed upon by PricewaterhouseCoopers LLP and you. In addition, the Agent you shall have received from KPMG LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLC addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.PricewaterhouseCoopers

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, KPMG LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers KPMG LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30January 27, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30January 27, 20001999, 18 (iii) state that KPMG LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report KPMG LLP as described in SAS 71 on the financial statements for each of the quarters in the ____-quarter period ended ________________, ___ (the "Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by KPMG LLP and you. In addition, you shall have received from KPMG LLP a letter addressed to the Company and made available to you for the use of the Underwriters stating that their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of January 27, 1999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses. You shall have received on the First Closing Date and on the Second Closing Date, as the case may be, a letter from PricewaterhouseCoopers LLP addressed to the Underwriters, dated the First Closing Date or the Second Closing Date, as the case may be, confirming that they are independent certified public accountants with respect to Coffee People, Inc. within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of Coffee People, Inc. and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse and that makes it, in your sole judgment, impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Underwriters in form and substance satisfactory to the Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to Coffee People, Inc. within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of [the Company] as of June 27, 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended June 27, 1998, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the ____-quarter period ended March 31________________, 2001 ___ (the "Interim Quarterly Financial Statements"), (iv) state that in 19 the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP PricewaterhouseCoopers and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company Coffee People Inc. and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the CompanyCoffee People's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements of Coffee People, Inc. as of September 30June 27, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.be

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four five (45) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, and (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers PricewaterhouseCoopers LLP and the Agentyou. In addition, the Agent you shall have received from PricewaterhouseCoopers LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Ernst & Young LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September June 30, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September December 31, 1998 and for the six (6) months ended June 30, 20001999, (iii) state that PricewaterhouseCoopers Ernst & Young LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Ernst & Young LLP as described in SAS 71 on the financial statements for each of the quarters in the two-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Ernst & Young LLP and the Agentyou. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Deloitte & Touche LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Deloitte & Touche LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers Deloitte & Touche LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Deloitte & Touche LLP as described in SAS 71 on the financial statements for each of the quarters in the ten-quarter period ended March 31June 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Deloitte & Touche LLP and the Agentyou. In addition, the Agent you shall have received from Deloitte & Touche LLP a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 2000, 1998 did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date or on the Second Closing Date, as the Company shall cause to be delivered to the Agent a letter case may be, letters from PricewaterhouseCoopers Deloitte & Touche LLP and from Xxxxxx Xxxxxxxx LLP, each addressed to the AgentInitial Purchasers, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning under Rule 101 of the Act AICPA's Code of Professional Conduct and the applicable published Rules its interpretations and Regulations rulings and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein herein, each called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the such firm's Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be; and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the such firm's Original Letter which are necessary to reflect any changes in the facts described in the such firm's Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, Final Circular which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, it impracticable or inadvisable to proceed with the public offering sale of the Firm Securities and the Option Securities as contemplated by the ProspectusCircular. The Original Letter from PricewaterhouseCoopers LLP Deloitte & Touche LLP, shall be addressed to or for the use of the Agent Initial Purchasers in form and substance reasonably satisfactory to the Agent Initial Purchasers and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning under Rule 101 of the Act AICPA's Code of Professional Conduct and its interpretations and rulings, and (ii) set forth their opinion with respect to their examination of the applicable published Rules consolidated balance sheets of the Company as of September 30, 1999 and Regulations1998 and related consolidated statements of operations, shareowners' equity, and cash flows for each of the three years in the period ended September 30, 1999, and address other matters agreed upon by Deloitte & Touche LLP and you. In addition, you shall have received from Deloitte & Touche LLP a letter addressed to the Company and made available to you for the use of the Initial Purchasers statement that their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their audit of the Company's consolidated financial statements as of September 30, 1999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses. The Original Letter from Xxxxxx Xxxxxxxx LLP, shall be addressed to or for the use of the Initial Purchasers in form and substance reasonably satisfactory to the Initial Purchasers and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to Telebanc under Rule 101 of the AICPA's Code of Professional Conduct and its interpretations and rulings, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet statement of the Company financial condition of Telebanc as of September 30December 31, 2000 1998 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001998, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period 3-quarter periods ended March 31September 30, 2001 1999 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers Xxxxxx Xxxxxxxx LLP and the Agentyou. In addition, the Agent you shall have received from Xxxxxx Xxxxxxxx LLP a letter addressed to the Company Telebanc and made available to the Agent you for the use of the Agent stating Initial Purchasers statement that PricewaterhouseCoopers LLP's their review of the CompanyTelebanc's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001998, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On At the Closingtime of execution of this Agreement, the Company Underwriters shall cause to be delivered have received from Xxxxx Xxxxxxxx LLP a letter, in form and substance satisfactory to the Agent a letter from PricewaterhouseCoopers LLPUnderwriters, addressed to the Agent, Underwriters and dated as of the Closing, date hereof (i) confirming that they are independent certified public accountants with respect to the Company Energy Transfer Entities within the meaning of the Securities Act and are in compliance with the applicable published Rules requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and Regulations (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and based upon the procedures described Final Prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in such letter connection with public offerings of securities. With respect to the letters of Xxxxx Xxxxxxxx LLP referred to in the preceding paragraph and delivered to the Agent Underwriters concurrently with the execution of this Agreement (herein called the "Original Letter"“initial letter”), but carried out to a date not more than four (4) business days prior the Partnership shall have furnished to the Underwriters a letter (the “bring-down letter”) of Xxxxx Xxxxxxxx LLP, addressed to the Underwriters and dated the Closing Date (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable judgment, is material and adverse and that makes it, in the Agent's reasonable judgment, impracticable or inadvisable to proceed with the public offering of the Securities as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, confirming that they are independent certified public accountants with respect to the Company Energy Transfer Entities within the meaning of the Securities Act and are in compliance with the applicable published Rules and Regulationsrequirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) set forth their opinion stating, as of the date of the bring-down letter (or, with respect to their examination matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Final Prospectus, as of a date not more than five days prior to the date of the consolidated balance sheet bring-down letter), the conclusions and findings of such firm with respect to the Company as of September 30, 2000 financial information and related consolidated statements of operations, shareholders' equity, other matters covered by the initial letter and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed confirming in all material respects the procedures conclusions and findings set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters forth in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknessesinitial letter.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP Ernst & Young shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, (iii) state that PricewaterhouseCoopers LLP Ernst & Young has performed the procedures set out in Statement on Auditing Standards ("SAS") No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP Ernst & Young as described in SAS No. 71 on the financial statements for each of the quarters in the two-quarter period ended March 31June 30, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Quarterly Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and (v) address other matters agreed upon by Pricewaterhouse Coopers LLP Ernst & Young and the Agentyou. In addition, the Agent you shall have received from Ernst & Young a letter addressed to the Company and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Xxxxxx Xxxxxxxx LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholdersstockholders' equity, and cash flows for the twelve (12) months ended September 30December 31, 20001999, (iii) state that PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP as described in SAS 71 on the financial statements for each of the quarters in the period quarter ended March 31, 2001 2000 (the "Interim Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.Quarterly Financial

Accountant’s Comfort Letter. On (i) You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, Ernst & Young LLP addressed to the AgentU.S. Representatives and the International Representatives, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company Company, SilverPlatter and Quick Study within the meaning of the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "E&Y Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (iA) confirming, to the extent true, that the statements and conclusions set forth in the E&Y Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (iiB) setting forth any revisions and additions to the statements and conclusions set forth in the E&Y Original Letter which are necessary to reflect any changes in the facts described in the E&Y Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, SilverPlatter and its subsidiaries considered as one enterprise and Quick Study and its subsidiaries considered as one enterprise, from that set forth in the Registration Statement or ProspectusProspectuses, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the ProspectusProspectuses. The E&Y Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent Underwriters in form and substance satisfactory to the Agent Underwriters and shall (iA) represent, to the extent true, that they are independent certified public accountants with respect to the Company Company, SilverPlatter and Quick Study, within the meaning of the Securities Act and the applicable published Rules and Regulations, Regulations thereto and (iiB) set forth in their opinion with respect to their examination of the consolidated balance sheet of each of the Company Company, SilverPlatter and Quick Study, as of September 30December 31, 2000 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March December 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent1999. In addition, the Agent you shall have received from Ernst & Young LLP a letter addressed to the Company Company, SilverPlatter and Quick Study, and made available to the Agent you for the use of the Agent Underwriters stating that PricewaterhouseCoopers LLP's their review of the Company's system systems of internal accounting controls, to the extent they are deemed necessary in establishing the scope of their examination of the Company's, SilverPlatter's and Quick Study's consolidated financial statements as of September 30December 31, 20001999, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountant’s Comfort Letter. On You shall have received on the ClosingFirst Closing Date and on the Second Closing Date, as the Company shall cause to be delivered to the Agent case may be, a letter from PricewaterhouseCoopers LLP, LLP addressed to the AgentUnderwriters, dated the First Closing Date or the Second Closing Date, as of the Closingcase may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to the Agent you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than four (4) business days prior to the First Closing Date or the Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in the Agent's reasonable your sole judgment, is material and adverse and that makes it, in the Agent's reasonable your sole judgment, impracticable or inadvisable to proceed with the public offering of the Securities Shares as contemplated by the Prospectus. The Original Letter from PricewaterhouseCoopers LLP shall be addressed to or for the use of the Agent in form and substance satisfactory to the Agent and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of the Company as of September 30, 2000 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended September 30, 2000, (iii) state that PricewaterhouseCoopers LLP has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of PricewaterhouseCoopers LLP as described in SAS 71 on the financial statements for each of the quarters in the period ended March 31, 2001 (the "Interim Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Interim Financial Statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Pricewaterhouse Coopers LLP and the Agent. In addition, the Agent shall have received a letter addressed to the Company and made available to the Agent for the use of the Agent stating that PricewaterhouseCoopers LLP's review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of September 30, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.use