E. MARTIN DAVIDOFF & ASSOCIATES

E. MARTIN DAVIDOFF, CPA, Esq.

PROFESSIONAL STATUS

      Certified Public Accountant

             Licensed in New York State                             November 28, 1980

             Licensed in New Jersey                                    August 7, 1981

      Attorney and Counsellor at Law

             Admitted to the New York State Bar               March 19, 1979

             Admitted to the New Jersey State Bar              December 17, 1981

EDUCATION

      Massachusetts Institute of Technology

             Received a Bachelor of Science (S.B.) from the Sloan School of Management, Class of 1974.

Honors: Selected to be listed in Who's Who of American Colleges and Universities. Received two American Legion awards for leadership in student government.

Alumni Activities: Class Treasurer (1979 - Date), Alumni Fund Board (1978 - 1981), Alumni Fund Class Agent (1974 - 1982), and Educational Counselor (1985 - 2002).

      Boston University Graduate School of Management

             Received M.B.A. with honors in September, 1975

             Concentration in general management and finance

      Washington University School of Law - St. Louis, Missouri

             Received J.D. in May, 1978.

Elective courses taken in corporations, estate planning, trusts, corporate finance, securities regulation, and taxation of individuals and business associations.

             Congressional Clinic:

Worked on extensive legislative projects for U.S. Senator Hathaway during final semester. Completed 200-page analysis entitled "The Economic Cost of Alcohol Abuse".

WHITE HOUSE CONFERENCES ON SMALL BUSINESS

Appointed by Governor Whitman to the 1995 White House Conference. Elected as a delegate to the 1986 White House Conference on Small Business. Served as the New Jersey Delegations’ Tax Issues Co-Chair and Treasurer for both conferences.

E. MARTIN DAVIDOFF, CPA, Esq. PAGE 2 OF 4

PUBLIC ACCOUNTING WORK EXPERIENCE

My work experience prior to establishing the firm of E. Martin Davidoff & Associates Certified Public Accountants on December 1, 1981 began at the firm of Richard A. Eisner CPAs in New York City. After two years working there as a Tax Senior, I joined the firm of Leonard C. Green & Co. of Woodbridge, New Jersey as a Tax Manager. During my career, I have had numerous interesting engagements which demonstrate my skills. A small sampling of those engagements follows:

            ♦     Frequently have negotiated with the IRS to release levies and liens in exchange for payout terms which are within our clients’ ability to pay.

             ♦     Successfully completed dozens of offers in compromise and closing agreements with the Internal Revenue Service, New Jersey Division of Taxation, and the New York Division of Taxation & Finance. Liabilities ranged from $12,000 to over $1,000,000 with payouts ranging from 3% to 62% of the total amount due.

             ♦     On a Pro Bono matter, convinced the IRS to reverse an assessment in excess of $10,000. I succeeded even though the time to appeal the assessment to the U.S. Tax Court had expired prior to my first meeting with my client.

             ♦     On many occasions, have secured the waiver of thousands of dollars of penalties assessed by the IRS and state tax agencies for the late payment of payroll or income taxes.

             ♦     Having been retained a mere 59 days prior to the running of the statute of limitations for filing an appeal of a refund claim, succeeded in having the Internal Revenue Service reverse over $110,000 of trust fund recovery penalties and associated interest. The work was completed with only three weeks to spare.

             ♦     We have guided one of our clients from a “startup”, operating out of one of the shareholder’s homes, to a service business of over $10 million annually with over 110 employees.

PROFESSIONAL ASSOCIATIONS

American Institute of Certified Public Accountants, Tax Division Member

             •     Tax Legislative Liaison Committee (1991 - 1993)

New Jersey Society of Certified Public Accountants

             •     State Officer - Vice President (1994 - 1995)

             •     State Officer - Secretary (1993 - 1994)

             •     Chairperson of the Membership Committee (1992 - 1993)

             •     President of Middlesex-Somerset Chapter (1991 - 1992)

             •     Trustee of the Society (1990 - 1992)

             •     Chairperson of the Committee of Federal Taxation (1988 - 1990)

      American Association of Attorneys - Certified Public Accountants

             •     Secretary (2004-2005)

             •     Member of Executive Committee (2003 - Date)

             •     Chairperson and founder of IRS National Tax Liaison Committee (1997 - date)

             •     Treasurer of New York chapter (1986 - 1990)

      New Jersey State Bar Association - Section on Taxation

      Middlesex County Bar Association

              E. MARTIN DAVIDOFF, CPA, Esq. PAGE 3 OF 4

HONORS

      •     1998/1999 NJSCPA Service Award presented by The New Jersey Society of Certified Public Accountants for dedicated service and commitment at both state and chapter levels. A scholarship was awarded in the name of E. Martin Davidoff to a New Jersey college that offers an accounting curriculum.

      •     1997 Accountant Advocate of the Year, awarded by the U.S. Small Business Administration, for New Jersey and for Region II (New York, New Jersey, Virgin Islands and Puerto Rico)

      •     Nicholas Maul Leadership Award for 1998, awarded by the Southern Middlesex County Chamber of Commerce

      •     Listed in Who’s Who in the East and Who’s Who in American Law (various editions)

      •     Selected as one of the 2004 Top 100 Most Influential People in Accounting by Accounting Today in their September 20-October 10, 2004 edition

PUBLICATIONS

      •     Testimony Before the New Jersey Corporation Business Tax Study Commission (May 15, 2003)

      •     Testimony Before Michael Barrera, SBA National Ombudsman (January 29, 2003)

      •     Testimony Before the NJ Senate Budget & Appropriations Committee New Jersey State Legislature

              (June 17, 2002)

      •     Testimony Before the NJ Assembly Budget Committee New Jersey State Legislature (June 17, 2002)

      •     Testimony Before the NJ Assembly Budget Committee, New Jersey State Legislature (June 5, 2002)

      •     Testimony Before the Congressional Committee on Small Business, Subcommittee on Tax, Finance, and Exports (September 7, 2000)

      •     Testimony Before the NJ Assembly Regulatory Oversight Committee (March 1, 2000)

      •     “Regarding New Jersey Inequities in the Taxation of Small Businesses”, Mercer Business Newsletter (September, 1997)

      •     Testimony Before the Joint Legislative Committee on Economic Recovery New Jersey State Legislature (June 2, 1992)

      •     “Understanding Section 1031", New Jersey Society of Certified Public Accountants Newsletter, p. 10 (Spring 1989)

      •     “How to Evaluate a Real Estate Investment”, The Practical Accountant, p. 24 (October 1984)

BOARD OF DIRECTOR SERVICE - PUBLIC COMPANIES

      •    Bio-Imaging Technologies, Inc. (2004), Audit Committee - Financial expert

E. MARTIN DAVIDOFF, CPA, Esq. PAGE 4 OF 4

PUBLIC SERVICE ACTIVITIES

      Small Business Advocacy

Governor’s Conference on Small Business - Chairperson of Taxes and User Fees session (1994)

National Federation of Independent Business Leadership Council; Tax Issues Committee Chairperson for New Jersey

New Jersey Association of Women Business Owners, Inc., Associate Member (1997 - 2002)

Middlesex County Regional Chamber of Commerce (1993 - Date)

                   •     Legislative Committee (1997 - Date)

Coauthor of New Jersey S Corporation Legislation (1992 - 1993)

      Community Service

Office of Attorney Ethics Middlesex County Fee Arbitration Secretary (1992 - 1994); Successfully reduced case age by over 80% and case backlog by nearly 60%.

East Brunswick Recreation and Parks Advisory Board (1992 - 1998)

                   •     Principal proponent and advocate for 1998 Crystal Springs expansion

                   •     President (1996 & 1997)

             East Brunswick Soccer Club

                   •     Life Member

                   •     Girls Recreational Coach (1986 - 1995)

                   •     Girls Instructional Division Director (1989 - 1990)

East Brunswick Rescue Squad LifeSavers’ Party Committee; Chairman of 2/29/2000 event which raised $15,000 for the East Brunswick Rescue Squad

             East Brunswick Long Range Finance and Budget Advisory Committee (1993)

             New Jersey Commission on Capital Budgeting and Planning - Public Member (1996 - 2000)

             East Brunswick Public Schools Thorough & Efficient/Curriculum Committee (1987 - 1989)

      Charitable Involvement

             Milltown Jaycees (1981 - Date)

                   •     Chair, Children’s Holiday Shopping Spree project (1982 - Date)

                   •     Jaycee of the Year (1991 - 1992)

             Hugh O’Brian Youth Foundation New Jersey Seminars, Inc., Director (1991 - Date)

State of Israel Bonds, Executive Committee member for the Accounting & Financial Services Division

             Mens Club of The East Brunswick Jewish Center

                   •     Vice President (1994 - 1995, 1998 - 1999)            •Man of the Year (1995)

                   •     Treasurer (1995 - 1998)                                          •Financial Secretary (1993 - 1994)

             Women Helping Women 25^th Anniversary Dinner Committee Member

             Make A Smile Foundation, Inc. - Founder and Director