To: SteveF who wrote (7110 ) 5/9/2011 1:47:34 PM From: scion Read Replies (1) | Respond to of 53574 FEES TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM As outlined in the table below, we incurred the following fees for the fiscal years ended December 31, 2010 and December 31, 2009, respectively, for professional services rendered by WithumSmith+Brown, PC our former independent registered accounting firm and MSCM LLP our current independent registered accounting firm for the audit of the Company's annual financial statements and for audit-related services, tax services and all other services, as applicable.Service Provided Fiscal 2010 Fiscal 2009 Audit Fees Annual Audit $ 68,600 (2) $ 277,772 (1) Audit Related Fees Assurances and Related Sources - - Tax Fees) Tax Services - 24,400 All Other Fees Fees for other services [56,050{{[ 3,900 Total Fees $ 124,650 306,072 (1) Includes professional services rendered by our independent registered public accounting firms and third party accounting services for the annual audit of the Company’s financial statements and internal controls and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, as well as back audits on the Company’s subsidiaries and 310 Holdings.(2) Includes the 2010 Form 10-Q’s reviewed by WithumSmith+Brown, PC, and does not include fees from the Company’s current independent registered accounting firm, MSCM, LLP for the audit of fiscal year 2010. The Company’s Audit Committee has policies and procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accounting firm. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of services contemplated and the related fees, to be rendered by these firms during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees initially pre-approved by the Audit Committee. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table above were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein. page 8sec.gov