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<br />6. <br /> <br />Altschuler, 1Ylelvoin and Glasser LLP <br />Certified Public Accountants <br />Partners of <br />Rachlin Cohen & Holtz LLP and the <br />Center for Public Company Audit Firms Peer Review Committee <br /> <br />We have reviewed the system of quality control for the accounting and auditing practice of <br />Rachlin Cohen & Holtz LLP (firm) applicable to non-SEC issuers in _ effect for the year ended <br />April 30, 2004. The firm's accounting and auditing practice applicable to SEC issuers was not <br />reviewed by us since the Public Company Accounting Oversight Board (PCAOB) is responsible <br />for inspecting that portion of the firm's accounting and auditing practice in accordance with <br />PCAOB requirements. A system of quality control encompasses the firm's organizational <br />structure and the policies adopted and procedures established to provide it with reasonable <br />assurance of complying with professional standards. The elements of quality control are <br />described in the Statements on Quality Control Standards, issued by the American If.lstitute of <br />Certified Public Accountants (AICPA). The design of the system, and compliance with it, are the <br />responsibilities of the firm. Our responsibility is to express an opinion on the design of the <br />system and the firm's compliance with that system based on our review. <br /> <br />Our review was conducted in accordance with standards established by the Peer Review <br />Committee of the Center for Public Company Audit Firms and included procedures to plan and <br />perform the review that are summarized in the attached description of the peer review process. <br />Our review would not necessarily disclose -all weaknesses in the system of quality control or all <br />instances of lack of compliance with it since it was based on selective tests. Because there are <br />inherent limitations in the effectiveness of any system of quality control, departures from the <br />system may occur and not be detected. Also, projection of any evaluation of a system of <br />quality control to future periods is subject to the risk that the system of quality control may <br />become inadequate because of changes in conditions or that the degree of compliance with the <br />policies or procedures may deteriorate. <br /> <br />In our opinion, the system of quality control for the accounting and auditing practice applicable <br />to non-SEC issuers of Rachlin Cohen & Holtz LLP in effect-for the year ended April 30, 2004 has <br />been designed to meet the requirements of the quality control standards for an accounting and <br />auditing practice established by the AICPA and was complied with during the year then ended <br />to provide the firm with reasonable assurance of complying with professional standards. <br /> <br />~~~~L:~ <br /> <br />Chicago, Illinois <br />Septem ber 2, 2004 <br /> <br />One South \Vacker Drive, Suite 800, ChicJgo, !llinois 606011-3392 <br />312.38-:6000 Fax 312.634.3-110 ,^'ww.amgl1eLcorn <br />