Board Meetings and Committees

Our Board of Directors is responsible for our overall management. During the fiscal year ended June 30, 2007, our Board of Directors held six meetings and acted by unanimous written consent four times. Each incumbent director attended at least 75% of all meetings of our Board of Directors and committees on which such director served which were held during the year.

Our Board of Directors has a separate audit committee, compensation committee and nominating committee. The audit committee is currently composed of Michael Levy, Edward Roffman and Cornelius J. Roodt, each of whom are independent directors as defined in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “

Board Meetings and Committees

        Our Board of Directors is responsible for our overall management. During the fiscal year ended June 30, 2006, our Board of Directors held three meetings and acted by unanimous written consent three times. Each incumbent director attended at least 75% of all meetings of our Board of Directors and committees on which such director served which were held during the year.

        Our Board of Directors has a separate audit committee, compensation committee and nominating committee. The audit committee is currently composed of Michael Levy, John Grippo and Cornelius J. Roodt, each of whom are independent directors as defined in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that Messrs. Grippo and Roodt meet the standards of an audit committee “financial expert” as defined by the Sarbanes Oxley Act of

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2002.  Following the Annual Meeting it is anticipated that the audit committee will be composed of Michael Levy, Cornelius Roodt and Edward Roffman.

        The audit committee is responsible for annually selecting and retaining our independent registered public accounting firm, reviewing with our independent registered public accounting firm the scope and results of the audit engagement and establishing and monitoring our financial policies and control procedures. The specific functions and responsibilities of the audit committee are set forth in an Audit Committee Charter adopted by our Board of Directors, a copy of which was included as an appendix to our 2004 proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2004. The audit committee met two times during fiscal year ended June 30, 2006.

        The compensation committee is currently composed of Michael Levy and John Grippo. These persons are intended to be non-employee directors within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Exchange Act. Following the Annual Meeting it is anticipated that the compensation committee will be composed of Michael Levy and Edward Roffman.

        The compensation committee has power and authority with respect to all matters pertaining to compensation payable and the administration of employee benefits, deferred compensation and our stock option plans. The compensation committee met one time during fiscal year ended June 30, 2006.

        The Company’s nominating committee is currently composed of Douglas Brisotti and John Grippo, each of whom are independent directors as defined in Rule 4200(a)(15) of the NASD’s listing standards. Following the Annual Meeting it is anticipated that the nominating committee will be composed of Douglas Brisotti and Edward Roffman.

        The function of the nominating committee is to consider and recommend to our Board of Directors candidates for appointment or election as directors. The specific functions and responsibilities of the nominating committee are set forth in a written charter of the nominating committee adopted by our Board of Directors, a copy of which was included as an appendix to our 2004 proxy statement filed with the SEC on November 15, 2004.

        A nominee to our Board of Directors must have such experience in business or financial matters as would make such nominee an asset to our Board of Directors. In recommending director candidates, our nominating committee takes into consideration such factors as it deems appropriate based on our current needs. These factors may include: professional and personal ethics and integrity; business, professional, or industry knowledge and contacts; business and financial sophistication, common sense and wisdom, and the ability to make informed judgments on a wide range of issues; relevant skills and experience demonstrated through business, professional, charitable or civic affairs; the ability to exercise independent judgment; and the candidate’s ability to devote the required time and effort to serve on our Board of Directors.

        The nominating committee will consider for nomination candidates recommended by stockholders if the stockholders comply with the following requirements: the stockholder must submit in writing to the nominating committee the recommended candidate’s name, a brief resume setting forth the recommended candidate’s business, educational background, qualifications for service, and any other information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and a notarized consent signed by the recommended candidate stating the recommended candidate’s willingness to be nominated and to serve. This information must be delivered to our nominating committee at our address and must be received in a timely manner as specified in our proxy statements (these timing requirements are not applicable to persons nominated by or at the direction of our Board of Directors). The timing requirements with respect to next year’s annual meeting are described in the section of this proxy statement entitled “Stockholder Proposals.” The nominating committee may request further information if it determines a potential candidate may be an appropriate nominee.

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        The nominating committee met one time during the fiscal year ended June 30, 2006.