AUDIT COMMITTEE

Our Audit Committee met 6 times during fiscal year 2010. This committee currently has three members, Barry Regenstein (Chairman), John Bendheim and Drew Larner. Our Audit Committee has the authority to retain and terminate the services of our independent registered public accounting firm, reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the Securities and Exchange Commission and by The NASDAQ Stock Market; as such standards apply specifically to members of audit committees. The Board has determined that each of Messrs. Regenstein, Bendheim and Larner are an “audit committee financial expert,” as the Securities and Exchange Commission has defined that term in Item 407 of Regulation S-K.