Sarbanes-Oxley

MDC Consulting

January 15, 2003

TO: Michael Justin, CEO Aguri Industries

FROM: MDC Consulting

VIA: Bruce Fox

SUBJ: SARBANES-OXLEY ACT

In response to your request, our team has examined the effects that the Sarbanes-Oxley Act of 2002, will have on your company, when key sections of the Act become effective November 15, 2004. The Act covers a whole range of governance issues, many covering the types of trade that are allowed within a company, responsibilities of audit committees and even offers protection to whistleblowers. Our research includes discussions of the following aspects of the Sarbanes-Oxley Act and its impact on your company:

a) Origin and general background.

b) Explanation of major provisions

c) Pros and Cons

d) Assessment of impact

e) Ethical considerations

Origin and General background

On July 30, 2002 President Bush signed into law the Sarbanes-Oxley Act of 2002, it is also known as the Public Company Accounting Reform and Investor Protection Act. The shorter name comes from the two senators, Michael Oxley and Paul Sarbanes, who are credited for engineering the Act. The law is intended to bolster public