<PAGE>

                                                                    Exhibit 4.67

February 26, 2008

Mr. Lee Kheng Nam, Chairman of the Audit Committee
The Audit Committee of China Finance Online Co. Limited

Mr. Zhao Zhiwei
Chief Executive Officer
China Finance Online Co. Limited
9th Floor of Tower C, Corporate Square
No. 35 Financial Street, Xicheng Street
Beijing, 100032
The People's Republic of China

Dear Sirs,

This letter is to confirm various matters relating to the engagement of Deloitte
Touche Tohmatsu CPA Ltd. ("DTTC") to serve as the independent registered public
accounting firm of China Finance Online Co., Ltd.(the "Company"). This
engagement letter will replace any previous oral or written agreements (other
than any waiver given to us by the Company) which may have existed between the
Company and us relating to the engagement, and governs the totality of our
relationship with the Company in respect of the work to be done as described
herein.

In addition to the audit and review services we are engaged to provide under
this engagement letter, we would also be pleased to assist the Company on issues
as they arise throughout the year. Hence, we hope that you will call Mr. Taylor
Lam or Ms. Elsie Zhou whenever you believe DTTC can be of assistance. This
assistance will require approval by the Company's audit committee (the "Audit
Committee") in accordance with its preapproval policies and procedures.

We will perform this engagement subject to the terms and conditions set forth
herein and in the accompanying appendices.

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February 26, 2008
China Finance Online Co. Limited
Page 2


This letter sets out the terms of our engagement under the following main
headings:

1.   audit of consolidated financial statements and the effectiveness of the
     Company's internal control over financial reporting;

2.   reviews of interim financial information and performance of quarterly
     procedures;

3.   management's responsibilities;

4.   Audit Committee's responsibility and auditor communications;

5.   our service team;

6.   fees;

7.   inclusion of DTTC reports or references to DTTC in other documents or
     electronic sites;

8.   termination;

9.   law and jurisdiction;

10.  limitation on actions;

and governs the totality of our relationship with you in respect of the work to
be done as described herein.

1.   AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS AND THE EFFECTIVENESS OF THE
     COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our engagement is to perform an integrated audit in accordance with the
     standards of the Public Company Accounting Oversight Board (United States)
     (the "PCAOB Standards"). The objectives of an integrated audit conducted in
     accordance with the PCAOB Standards are:

     -    To express an opinion on the fairness of the presentation of the
          Company's consolidated financial statements for the year ended
          December 31, 2007 in conformity with accounting principles generally
          accepted in the United States of America ("generally accepted
          accounting principles"), in all material respects

     -    To express an opinion on the effectiveness of the Company's internal
          control over financial reporting as of December 31, 2007 based on the
          criteria established in Internal Control--Integrated Framework issued
          by the Committee of Sponsoring Organizations of the Treadway
          Commission (the "COSO Framework").

     Appendix A contains a description of an integrated audit under the PCAOB
     Standards.

     Our ability to express such opinions and the wording thereof will, of
     course, be dependent on the facts and circumstances at the date of our
     reports. If, for any reason, we are unable to complete the integrated audit
     or are unable to form or have not formed such opinions, we may decline to
     express any opinion or decline to issue any report as a result of this
     engagement. If we are unable to complete our integrated audit or if any
     report to be issued by DTTC as a result of this engagement requires
     modification, the reasons therefore will be discussed with the Audit
     Committee and the Company's management.

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February 26, 2008
China Finance Online Co. Limited
Page 3


2.   REVIEWS OF INTERIM FINANCIAL INFORMATION

     We will also perform reviews of the Company's interim financial information
     in accordance with the PCAOB Standards for the quarter ending December 31,
     2007 and each of the three quarters in the period ending September 30,
     2008, prepared for the Company's earnings release to be filed on Form 6-K
     for submission to the Securities and Exchange Commission (the "SEC"). The
     objective of reviews of interim financial information performed in
     accordance with the PCAOB Standards is to provide us with a basis for
     communicating whether we are aware of any material modifications that
     should be made to the interim financial information for it to conform with
     generally accepted accounting principles.

     Appendix B contains a description of an interim review under the PCAOB
     Standards.

     If we become aware of material modifications that should be made to the
     interim financial information for it to conform with generally accepted
     accounting principles or if we become aware of deficiencies in internal
     control over financial reporting so significant that they would preclude
     management's preparation of interim financial information in conformity
     with generally accepted accounting principles, we may be precluded from
     completing our review. However, should such circumstance arise, we would
     advise the Audit Committee and the Company's management that we are unable
     to complete the review and identify the deficiencies that preclude the
     completion of our review.

3.   MANAGEMENT'S RESPONSIBILITIES

     Appendix C describes management's responsibilities for (1) the financial
     statements and the effectiveness of internal control over financial
     reporting, (2) representation letters, (3) the process for obtaining
     preapproval of services, (4) independence matters relating to financial
     interests and providing certain services, and (5) independence matters
     relating to hiring.

4.   AUDIT COMMITTEE'S RESPONSIBILITY AND AUDITOR COMMUNICATIONS

     As the independent registered public accounting firm of the Company, we
     acknowledge that the Audit Committee is directly responsible for the
     appointment, compensation, and oversight of our work and, accordingly,
     except as otherwise specifically noted, we will report directly to the
     Audit Committee. You have advised us that the services to be performed
     under this engagement letter, including, where applicable, the use by DTTC
     of affiliates or related entities as subcontractors in connection with this
     engagement, have been approved by the Audit Committee in accordance with
     the Audit Committee's established preapproval policies and procedures.

     Under the PCAOB Standards and Rule 2-07 of SEC Regulation S-X, we are
     required to communicate with the Audit Committee about various matters in
     connection with our integrated audit and reviews of the related interim
     financial information. Appendix D describes such communications.

<PAGE>

February 26, 2008
China Finance Online Co. Limited
Page 4


5.   OUR SERVICE TEAM

     5.1  Mr. Taylor Lam and Ms. Elsie Zhou, Partners of DTTC will be in charge
          of this engagement, while Lili Shan and Xiaogang Tong, managers of
          DTTC will be responsible for controlling the engagement on a day to
          day basis. A team of professionals from DTTC, and/or other member
          firms of Deloitte Touche Tohmatsu, their subsidiaries or affiliates
          may support the engagement as we see fit. We reserve the right to
          change personnel responsible for the engagement with others of similar
          competence.

     5.2  Deloitte Touche Tohmatsu is a worldwide organisation of separate
          individual partnerships and companies. Deloitte and/or "(Chinese
          Characters)" refer to one or more of Deloitte Touche Tohmatsu, a Swiss
          Verein, its member firm, and their respective subsidiaries and
          affiliates. As a Swiss Verein (association), neither Deloitte Touche
          Tohmatsu nor any of its member firms has any liability for each
          other's acts or omissions. Each of the member firms is a separate and
          independent legal entity operating under the names "Deloitte",
          "Deloitte & Touche", "Deloitte Touche Tohmatsu", "(Chinese
          Characters)" or other related name. The services described herein are
          provided by the member firms and not by the Deloitte Touche Tohmatsu
          Verein.

     5.3  This engagement letter is between you and DTTC only. In the course of
          providing the services DTTC may, at its discretion, draw on the
          resources of other Deloitte Touche Tohmatsu member firms,
          partnerships, companies or their subsidiaries and affiliates ("other
          Deloitte Firms"). Any partner, director or employee of any other
          Deloitte Firms who deal with you in connection with our services does
          so on behalf of DTTC alone. DTTC accepts responsibility for the
          actions of any partner, director or employee of any other Deloitte
          Firms assisting in the provision of our services as set out herein.

     5.4  The provisions of Section 6.3 above have been stipulated by DTTC
          expressly for the benefit of other Deloitte Firms, their partners,
          directors and employees (together "the Beneficiaries"). You agree that
          each of the Beneficiaries shall have the right to rely on this Section
          6 as if they were parties to this engagement letter. Each other
          Deloitte Firms which agree to assist in the provision of our services
          does so in reliance on the protections afforded to it by Sections 6.3
          and 6.4, the benefit of which we formally accept on their behalf.

<PAGE>

February 26, 2008
China Finance Online Co. Limited
Page 5


6.   FEES

     We estimate that our fees for the integrated audit and the reviews of the
     related interim financial information for the year ended December 31, 2007
     will be the amounts in US$ equivalent to RMB4,760,000, plus business tax,
     at the prevailing exchange rate announced by the people's bank of China on
     the dates when fee note is billed. Based on the anticipated timing of the
     work, our fees for the integrated audit and the reviews of the related
     interim financial information will be billed approximately as follows:

<TABLE>
<CAPTION>
INVOICE DATE                              AMOUNT
------------                            ---------
<S>                                     <C>
Upon signing of the engagement letter   4,140,000
June 6                                    260,000
August 15, 2008                           250,000
November 15, 2008                         250,000
</TABLE>

     We anticipate sending invoices for the integrated audit according to the
     schedule above, and payments are due on receipt.

     We will notify you promptly of any circumstances we encounter that could
     significantly affect our estimates and discuss with you any additional
     fees, as necessary. Additional services provided beyond the scope of
     services described herein will be billed separately.

7.   INCLUSION OF DTTC REPORTS OR REFERENCES TO DTTC IN OTHER DOCUMENTS OR
     ELECTRONIC SITES

     If the Company intends to publish or otherwise reproduce in any document
     any report issued as a result of this engagement, or otherwise make
     reference to DTTC in a document that contains other information in addition
     to the audited financial statements (e.g., in a periodic filing with the
     SEC or other regulator, in a debt or equity offering circular, or in a
     private placement memorandum), thereby associating DTTC with such document,
     the Company agrees that its management will provide DTTC with a draft of
     the document to read and obtain our approval for the inclusion or
     incorporation by reference of any of our reports, or the reference to DTTC,
     in such document before the document is printed and distributed. The
     inclusion or incorporation by reference of any of our reports in any such
     document would constitute the reissuance of such reports. The Company also
     agrees that its management will notify us and obtain our approval prior to
     including any of our reports on an electronic site.

<PAGE>

February 26, 2008
China Finance Online Co. Limited
Page 6


     Our engagement to perform the services described herein does not constitute
     our agreement to be associated with any such documents published or
     reproduced by or on behalf of the Company. Any request by the Company to
     reissue any report issued as a result of this engagement, to consent to any
     such report's inclusion or incorporation by reference in an offering or
     other document, or to agree to any such report's inclusion on an electronic
     site will be considered based on the facts and circumstances existing at
     the time of such request. The estimated fees outlined herein do not include
     any services that would need to be performed in connection with any such
     request; fees for such services (and their scope) would be subject to the
     mutual agreement of the Company and DTTC at such time as DTTC is engaged to
     perform the services and would be described in a separate engagement
     letter.

8.   TERMINATION

     DTTC reserves the right to resign from this engagement by giving you
     reasonable notice (taking account of the circumstances of the case) in
     writing if there arise any circumstances, including regulatory
     requirements, which in the opinion of DTTC, makes it inadvisable for DTTC
     to continue to provide the service to you as set out in this engagement
     letter.

     In any event of termination of this engagement, you and DTTC agree that
     DTTC shall be entitled to a reasonable fee according to DTTC's contribution
     and involvement in this engagement or the relevant transaction up to the
     date of termination. DTTC accepts no liability whatsoever in relation to
     the termination of engagement as a result of this clause.

9.   LAW AND JURISDICTION

     The terms of our engagement shall be governed in all respect by the laws of
     the Hong Kong Special Administrative Region ("HKSAR") and the courts of the
     HKSAR shall have exclusive jurisdiction over any dispute which may arise in
     any way in connection with this engagement or any work or assignment
     arising from same. However, notwithstanding the above, we reserve the right
     to take legal action in the courts of any appropriate jurisdiction to
     recover any fees owing to us by you.

10.  LIMITATION ON ACTIONS

     No action, regardless of form, arising hereunder or relating to this
     engagement, may be brought by either party more than three years after the
     cause of action has accrued except that an action for non-payment of fees
     may be brought by a party not later than three years following the date of
     the last payment due to such party hereunder.

<PAGE>

February 26, 2008
China Finance Online Co. Limited
Page 7


This engagement letter, including the appendices attached hereto and made a part
hereof, constitutes the entire agreement between the parties with respect to
this engagement and supersedes all other prior and contemporaneous agreements or
understandings between the parties, whether written or oral, relating to this
engagement.

If the above terms are acceptable and the services described are in accordance
with your understanding, please sign the copy of this engagement letter in the
space provided and return it to us.

Yours faithfully,

Acknowledged and approved on behalf of
the Audit Committee of China Finance Online Co. Limited :


By: /s/
Title:
Date:


Accepted and agreed to by China Finance Online Co. Limited:


By: /s/
Title:
Date:

<PAGE>

                                                                      APPENDIX A

DESCRIPTION OF AN INTEGRATED AUDIT UNDER THE PCAOB STANDARDS
CHINA FINANCE ONLINE CO. LIMITED
YEAR ENDED DECEMBER 31, 2007 AND THREE QUARTERS ENDING SEPTEMBER 30, 2008

COMPONENTS OF AN INTEGRATED AUDIT

An integrated audit includes the following:

     -    Examining, on a test basis, evidence supporting the amounts and
          disclosures in the financial statements

     -    Inquiring directly of the Audit Committee regarding its views about
          the risk of fraud and whether the Audit Committee has knowledge of any
          fraud or suspected fraud affecting the Company

     -    Assessing the accounting principles used and significant estimates
          made by management

     -    Evaluating the overall financial statement presentation

     -    Examining, on a test basis, evidence supporting the design and
          operating effectiveness of the Company's internal control over
          financial reporting

     -    Evaluating the effectiveness of the Company's internal control over
          financial reporting

REASONABLE ASSURANCE

An integrated audit is planned and performed to obtain reasonable, rather than
absolute, assurance about (1) whether the financial statements are free of
material misstatement, whether caused by error or fraud, and (2) whether
material weaknesses exist as of the date specified in management's assessment of
the effectiveness of the Company's internal control over financial reporting.
Because of the characteristics of fraud, a properly planned and performed audit
may not detect a material misstatement or material weakness. Accordingly, there
is some risk that a material misstatement of the financial statements or a
material weakness in internal control over financial reporting would remain
undetected. Also, an integrated audit is not designed to detect error or fraud
that is immaterial to the financial statements or deficiencies in internal
control over financial reporting that, individually or in combination, are less
severe than a material weakness.

<PAGE>

                                                          APPENDIX A - CONTINUED

INHERENT LIMITATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or management override of
controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal control over
financial reporting to future periods are subject to the risk that the internal
control may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

<PAGE>

                                                                      APPENDIX B

DESCRIPTION OF AN INTERIM REVIEW UNDER THE PCAOB STANDARDS
CHINA FINANCE ONLINE CO. LIMITED
YEAR ENDED DECEMBER 31, 2007 AND THREE QUARTERS ENDING SEPTEMBER 30, 2008

A review of interim financial information is substantially less in scope than an
audit in accordance with the PCAOB Standards, the objective of which is to
express an opinion on the financial statements taken as a whole. Accordingly, a
review will not result in the expression of an opinion concerning the fairness
of the presentation of the interim financial information in conformity with
generally accepted accounting principles and cannot be relied on to reveal all
significant matters that would be disclosed in an audit.

A review consists principally of applying analytical procedures to pertinent
financial data and making inquiries of and evaluating responses from certain
management personnel of the Company who have responsibility for financial and
accounting matters.

A review also includes obtaining sufficient knowledge of the Company's business
and its internal control as it relates to the preparation of both annual and
interim financial information to identify the types of potential material
misstatements in the interim financial information, to consider the likelihood
of their occurrence, and to select the inquiries and analytical procedures that
will provide us with a basis for communicating whether we are aware of any
material modifications that should be made to the interim financial information
for it to conform with generally accepted accounting principles. A review is not
designed to provide assurance on internal control or to identify control
deficiencies.

<PAGE>

                                                                      APPENDIX C

MANAGEMENT'S RESPONSIBILITIES
CHINA FINANCE ONLINE CO. LIMITED
YEAR ENDED DECEMBER 31, 2007 AND THREE QUARTERS ENDING SEPTEMBER 30, 2008

FINANCIAL STATEMENTS AND THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL
REPORTING

The overall accuracy of the financial statements, including interim financial
information, and their conformity with generally accepted accounting principles
is the responsibility of the Company's management. The assessment of the
effectiveness of internal control over financial reporting to comply with
Section 404 of the Sarbanes-Oxley Act of 2002 and related SEC rules and
regulations is also the responsibility of the Company's management. In this
regard, management has the responsibility for, among other things:

     -    Establishing and maintaining effective internal control over financial
          reporting and informing DTTC of all deficiencies in the design or
          operation of internal control over financial reporting identified by
          management, including separately disclosing to DTTC all such
          deficiencies that management believes to be significant deficiencies
          or material weaknesses in internal control over financial reporting.

     -    Informing DTTC of any significant changes in the design or operation
          of the Company's internal control over financial reporting that
          occurred during each fiscal quarter or subsequent to the date being
          reported on

     -    Identifying and ensuring that the Company complies with the laws and
          regulations applicable to its activities and informing us of any known
          material violations of such laws or regulations

     -    Adjusting the financial statements to correct material misstatements

     -    Making all financial records and related information available to us.

REPRESENTATION LETTERS

We will make specific inquiries of the Company's management about the
representations embodied in the financial statements and management's assessment
of the effectiveness of the Company's internal control over financial reporting.
Additionally, we will request that management provide to us the written
representations the Company is required to provide to its independent registered
public accounting firm under the PCAOB Standards. As part of our integrated
audit procedures, we will request that management provide us with a
representation letter that includes, among other things:

<PAGE>

                                                          APPENDIX C - CONTINUED

     -    Acknowledgment of management's responsibility for the preparation of
          the financial statements and for establishing and maintaining
          effective internal control over financial reporting.

     -    Affirmation of management's belief that the effects of any uncorrected
          financial statement misstatements aggregated by us during the current
          audit engagement and pertaining to the latest period presented are
          immaterial, both individually and in the aggregate, to the financial
          statements taken as a whole.

     -    Acknowledgment that management disclosed to us all deficiencies in the
          design or operation of internal control over financial reporting
          identified by management, including separately disclosing to us all
          such deficiencies that management believes to be significant
          deficiencies or material weaknesses in internal control over financial
          reporting.

We will also request that management confirm certain representations made to us
during our audit. The responses to those inquiries and related written
representations of management required by the PCAOB Standards are part of the
evidential matter that DTTC will rely on in forming its opinions.

We will request a similar representation letter as part of our interim reviews,
including representations about the disclosures related to changes in internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, internal control over financial
reporting.

PROCESS FOR OBTAINING PREAPPROVAL OF SERVICES

Management is responsible for the coordination of obtaining the preapproval of
the Audit Committee, in accordance with the Audit Committee's preapproval
process, for any services to be provided by DTTC to the Company.

INDEPENDENCE MATTERS RELATING TO FINANCIAL INTERESTS AND PROVIDING CERTAIN
SERVICES

In connection with our engagement, DTTC, management, and the Audit Committee
will assume certain roles and responsibilities in an effort to assist DTTC in
maintaining independence and ensuring compliance with the securities laws and
regulations. DTTC will communicate to its partners, principals, and employees
that the Company is an attest client. Management of the Company will ensure that
the Company, together with its subsidiaries and other entities that comprise the
Company for purposes of the consolidated financial statements, has policies and
procedures in place for the purpose of ensuring that neither the Company nor any
such subsidiary or other entity will act to engage DTTC or accept from DTTC any
service that either has not been subjected to their preapproval process or that
under SEC or other applicable rules would impair DTTC's independence. All
potential services are to be discussed with Mr. Taylor Lam or Ms. Elsie Zhou.

<PAGE>

                                                          APPENDIX C - CONTINUED

In connection with the foregoing, the Company agrees to furnish to DTTC and keep
DTTC updated with respect to (1) a corporate tree that identifies the legal
names of the Company's affiliates (e.g., parents, subsidiaries, investors, or
investees), together with the ownership relationship among such entities, and
(2) equity and debt securities of the Company and its affiliates (including,
without limitation, tax-advantaged debt of such entities that is issued through
governmental authorities) that are available to individual investors (whether
through stock, bond, commodity, futures or similar markets, or equity, debt, or
any other securities offerings), together with related securities identification
information (e.g., ticker symbols or CUSIP(R), ISIN(R), or Sedol(R) numbers).
The Company acknowledges and consents that such information may be treated by
DTTC as being in the public domain.

INDEPENDENCE MATTERS RELATING TO HIRING

Management will coordinate with DTTC to ensure that DTTC's independence is not
impaired by hiring former or current DTTC partners, principals, or professional
employees for certain positions. Management of the Company will ensure that the
Company, together with its subsidiaries and other entities that comprise the
Company for purposes of the consolidated financial statements, also has policies
and procedures in place for purposes of ensuring that DTTC's independence will
not be impaired by hiring a former or current DTTC partner, principal, or
professional employee in an accounting role or financial reporting oversight
role that would cause a violation of securities laws and regulations. Any
employment opportunities with the Company for a former or current DTTC partner,
principal, or professional employee should be discussed with Mr. Taylor Lam or
Ms. Elsie Zhou and approved by the Audit Committee before entering into
substantive employment conversations with the former or current DTTC partner,
principal, or professional employee, if such opportunity relates to serving (1)
as chief executive officer, controller, chief financial officer, chief
accounting officer, or any equivalent position for the Company or in a
comparable position at a significant subsidiary of the Company; (2) on the
Company's board of directors; (3) as a member of the Audit Committee; or (4) in
any other position that would cause a violation of securities laws and
regulations.

For purposes of the preceding four paragraphs, "DTTC" shall include Deloitte
Touche Tohmatsu CPA Ltd., its partners, directors, consultants and employees,
and to the extent providing services under the engagement letter to which these
terms are attached, any member firm of Deloitte Touche Tohmatsu, their
subsidiaries and affiliates and all of their partners, principals, members,
owners, directors, staff and agents, and in all cases any successor or assignee.
This paragraph is additional to and shall not be taken to detract from Sections
6.3 and 6.4 of the engagement letter to which these terms are annexed.

<PAGE>

                                                                      APPENDIX D

AUDIT COMMITTEE COMMUNICATIONS
CHINA FINANCE ONLINE CO. LIMITED
YEAR ENDED DECEMBER 31, 2007 AND THREE QUARTERS ENDING SEPTEMBER 30, 2008

INDEPENDENCE COMMUNICATIONS

We have the responsibility to comply with the requirements of the securities
laws and regulations administered by the SEC regarding auditor independence. To
demonstrate compliance with those requirements and in accordance with
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees ("Independence Standard No. 1"), we will disclose to the Audit
Committee, in writing, all relationships between DTTC and the Company and its
related entities, that in our professional judgment may reasonably be thought to
bear on our independence and confirm to the Audit Committee in such letter
whether, in our professional judgment, we are independent of the Company within
the meaning of the securities laws and regulations. We also will discuss our
independence with the Audit Committee in accordance with Independence Standard
No. 1. For purposes of this paragraph, "DTTC" shall mean DTTC and its
subsidiaries; Deloitte Touche Tohmatsu, its member firms, the affiliates of
DTTC, Deloitte Touche Tohmatsu and its member firms; and, in all cases, any
successor or assignee.

OTHER COMMUNICATIONS ARISING FROM THE AUDIT OR REVIEWS

Fraud and Illegal Acts

We will report directly to the Audit Committee any fraud of which we become
aware that involves senior management, and any fraud (whether caused by senior
management or other employees) of which we become aware that causes a material
misstatement of the financial statements. We will report to senior management
any fraud perpetrated by lower level employees of which we become aware that
does not cause a material misstatement of the financial statements; however, we
will not report such matters directly to the Audit Committee, unless otherwise
directed by the Audit Committee.

We will inform the appropriate level of management of the Company and determine
that the Audit Committee is adequately informed with respect to illegal acts
that have been detected or have otherwise come to our attention in the course of
our audit, unless the illegal acts are clearly inconsequential.

<PAGE>

                                                          APPENDIX D - CONTINUED

Internal Control Matters

We will communicate, in writing, to management and the Audit Committee all
material weaknesses identified during the integrated audit prior to the issuance
of our report on the effectiveness of the Company's internal control over
financial reporting. We will also communicate in writing to the Audit Committee
any significant deficiencies identified during the integrated audit. If we
conclude that the oversight of the Company's external financial reporting and
internal control over financial reporting by the Audit Committee is ineffective,
we will also communicate that conclusion in writing to the Company's board of
directors.

A significant deficiency is a deficiency, or a combination of deficiencies, in
internal control over financial reporting that is less severe than a material
weakness, yet important enough to merit attention by those responsible for
oversight of the company's financial reporting. A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis.

In addition, we will communicate to management, in writing, all deficiencies in
internal control over financial reporting (that is, those deficiencies in
internal control over financial reporting that are of a lesser magnitude than
material weaknesses) identified during the integrated audit and inform the Audit
Committee when such a communication has been made. When making this
communication, we will not repeat information about such deficiencies that has
been included in previously issued written communications, whether those
communications were made by us, internal auditors, or others within the Company.

Other Matters

We will communicate matters required by PCAOB AU 380, Communications with Audit
Committees, and Rule 2-07 of SEC Regulation S-X prior to the Company filing our
report or consent with the SEC.

Communications Related to Interim Reviews

At the Audit Committee's request, we will not issue a written review report upon
completion of our interim reviews; however, we will report to the Audit
Committee and the Company's management (1) matters that cause us to believe that
material modifications should be made to the interim financial information for
it to conform with generally accepted accounting principles or (2) that the
Company furnished the Form 6-K before the completion of our review. When
conducting our review of interim financial information, we will also determine
whether any other matters required by regulations or the PCAOB Standards as they
relate to interim financial information have been identified. If such matters
have been identified, we will communicate them to the Audit Committee prior to
the submission of interim financial information with the SEC or, if such
communication cannot be made before the submission, as soon as practicable under
the circumstances.