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Stockholder ratification of the selection of CohnReznick LLP as the Company’s independent registered public accounting
            firm is not required by the Company’s Bylaws or otherwise.  However, the Board is submitting the selection of CohnReznick
            LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection,
            the Board will request the Audit Committee to reconsider whether or not to retain that firm. Even if the selection is ratified,
            the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public
            accounting firm at any time during the year if the Audit Committee of the Board determines that such a change would be in
            the best interests of the Company and its stockholders.

               The affirmative vote of the holders of a majority of the shares represented and voting at the meeting will be required to
            ratify the selection of CohnReznick LLP.


            Audit Fees
               The following is a summary of the fees billed to the Company by CohnReznick LLP for professional services for rendered
            for the fiscal years ended October 31, 2016 and 2015:

              Fee Category          Fiscal 2016 Fees      Fiscal 2015 Fees
              Audit Fees                      $259,000              $290,000
              Audit-Related Fees                   -0-                   -0-
              All Other Fees                    10,000                10,000

              Total Fees                      $269,000              $300,000

               Audit Fees. Consists of fees billed and estimated for professional services rendered for the audit of the Company’s annual
            financial statements and review of the interim financial statements included in quarterly reports and services that are normally
            provided by CohnReznick LLP in connection with statutory and regulatory filings or engagements.

               Audit-Related Fees.  Consists of fees billed and estimates for assurance and related services that are reasonably related
            to the performance of the audit and review of the Company’s financial statements and are not reported under “Audit Fees.”
            These services include professional services requested by the Company in connection with its preparation for compliance with
            Section 404 of the Sarbanes-Oxley Act of 2002, accounting consultations in connection with acquisitions and consultations
            concerning financial accounting and reporting standards. The Company did not incur audit-related fees during fiscal 2016 and
            2015.

               All Other Fees. The Company used CohnReznick LLP to perform an audit of the Company’s 401K plan.
               The Audit Committee has determined that the provision of services, in addition to audit services, rendered by
            CohnReznick LLP and the fees billed therefore in fiscal 2016 and 2015 were compatible with maintaining CohnReznick LLP’s
            independence.

               THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE
            APPOINTMENT OF COHNREZNICK LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.



                                             REPORT OF THE AUDIT COMMITTEE

               Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act
            or the Securities Exchange Act that might incorporate by reference previous or future filings, including this Proxy Statement, in
            whole or in part, the following report shall not be incorporated by reference into any of such filings.
               The responsibilities of the Audit Committee include providing oversight to the financial reporting process of the
            Company through periodic meetings with the Company’s independent registered public accounting firm and management
            to review accounting, auditing, internal controls, and financial reporting matters. The Company’s management is responsible
            for the preparation and integrity of the financial reporting information and related systems of internal controls.  The Audit



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