Item 16B.   Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company’s executive officers, directors and employees. The Code of Ethics has been filed as an exhibit to this Annual Report and is available for viewing on the Company’s website.

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16C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Hein & Associates LLP serve as the independent auditors for the Company and have acted as the Company’s independent auditor for the fiscal year ended December 31, 2005. Prior to this date, we used Amisano Hansen for the year ended December 31, 2004. The chart below sets forth the total amount billed by the accounting firms for services performed in the last two fiscal years and breaks down these amounts by category of service (for audit fees, audit-related fees, tax fees and other fees).

“Audit Fees” are the aggregate fees billed by Hein & Associates LLP and Amisano Hanson for the audit of the Company’s annual consolidated financial statements, reviews of interim consolidated financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” are fees charged by Hein & Associates, LLP and Amisano Hanson for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees”. This category comprises fees billed for independent accountant review of the interim consolidated financial statements and management discussion and analysis, as well as advisory services associated with the Company’s financial reporting.

“Tax Fees” are fees for professional services rendered by Hein & Associates, LLP and Amisano Hanson for tax compliance, tax advice on actual or contemplated transactions.

Fees disclosed under the category “All Other Fees” for the 2005 fiscal year are related to a review of a Company private placement.

Audit Committee’s pre-approval policies and procedures

The Audit Committee nominates and engages the independent auditors to audit the consolidated financial statements, and approves all audit services, audit-related services, tax services and other services provided by Hein & Associates, LLP. Any services provided by Hein & Associates, LLP that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement.