Frederick, Jeffrey D.

Harvey R. Poe, Esq., Of Counsel to Starr, Gern, Davison & Rubin, 105 Eisenhower Parkway, Roseland, New Jersey 07068, will provide the Company with criminal and civil income tax and estate tax advice. Mr. Poe is an attorney, author and lecturer with over 40 years experience practicing tax law. Mr. Poe authored the publication entitled, "Irrevocable Trusts," Estate Planning Techniques Handbook, Institute of Continuing Legal Education, 1978. His lectures have included "Practice in U.S. Tax Court," 1979 and "1981 Economic Recovery Act," 1981, Institute of Continuing Legal Education. From 1969 until 1973, Mr. Poe served as Trial Attorney, Regional Counsel's Office, Internal Revenue Service. Since then, Mr. Poe has been in private practice specializing in tax law.

Mr. Poe holds a BS degree from the State University of New York at Buffalo, a JD degree from Brooklyn Law School and an LL.M. degree in Taxation from New York University. He is a member of the bars of the State of New Jersey, New York and Arizona, and a member of the Essex and Morris County, New Jersey and American Bar Associations. Mr. Poe is admitted to practice before the Federal and State Courts of New Jersey,1970, New York,1985, Arizona 1999, U.S. Tax Court, 1970, U.S. Court of Appeals, Third Circuit, 1984, U.S. Claims Court, 1998, and Supreme Court of the United States, 1997.