Subject: Last call for emergence email conference

From: [email-masked] (priv=-10 D.C.)
Date: Thu, 13 Jan 94 16:09:54 -0500

Please notice that,
  accroding to Council bylaw, Article III, Section 7, all council members 
  *MUST* attend the meeting.

[change from last time]:
	Non-council member should send opinions to "[email-masked]".
	The starting time is "Thursday", not "Wednesday", still Jan. 13.
	Proposing deadline is "Saturday", not "Friday", still Jan. 15.

-------------------------------------------------
Dear IFCSS Members:

     The following is the call for the first IFCSS Council Email
Conference, a special meeting. Please send your opinions to 
"[email-masked]" (was a typo "[email-masked]" in last announcement).

Council members, please check to see if your phone and email address is
correct. 

Chen Dong       (301)405-5425   [email-masked]
Ding Yungui     (515)296-7691   [email-masked]
Dong Liqun      (206)323-5529   [email-masked]
Fan Hongran     (305)326-8902   [email-masked]
Liang Er        (415)751-3606	[email-masked]
Liu Chen        (518)427-5883   [email-masked]
Qi Bing         (716)292-0033   [email-masked]
Ren Songlin     (617)773-2753   [email-masked]
Shao Qing       (703)951-9697   [email-masked]
Shen Tong
Wang Jing       (413)549-6919   [email-masked]
Wang Yu         (303)494-9684   [email-masked]
Xu Datong       (602)628-7981	[email-masked]
Zhang Feng      (612)378-2594   [email-masked]
Zhang Li        (817)548-7357	[email-masked]
Zhou Hongguang  (404)373-8053   [email-masked]

Sinerely,

Dong Liqun(signed)
Chairperson of the IFCSS Council

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

From:   Liqun Dong, Chair of Council
        Dong Chen, Secretary of Council
To:     IFCSS Council, SVC, HQ, all CSS
Date:   Jan. 12, 1994
Sub:    Call for the 1st IFCSS Council Email Conference

IFCSS Council,
IFCSS SVC,
IFCSS HQ,
CSS,

According to IFCSS Council Bylaw ARTICLE II, Section 1, ARTICLE III,
and after series consultations with members of the Council, this is a
call for the IFCSS Council First Email Conference.  The Email
conference will be held during the time of:

  Start:     6:00pm EST, Thursday, Jan. 13, 1994
  End:       5:59pm EST, Thursday, Jan. 20, 1994.

Enclosed please find a tentative schedule, meeting order and rules.

Council members please report to the meeting by signing and posting
the following message to council network before the meeting starts:

 .......................................................................
   Meeting Chair,

   I will be in presence for the Council First E-mail Conference starting
   3:00pm PST (6:00pm EST), Thursday, Jan. 13, 1994, in the council email
   network.

   I approve (or disapprove) the proposed conference schedule, order
   and rules.

   ----  ---- (signed)
   Member of IFCSS 5th Council
   Representing Region:  ---  ---
 .......................................................................

Interested public readers are welcome to audit the Conference.  Please
be advised that only council members, the IFCSS HQ and invited guests
are permitted to post on the council working network during the
conference.  Any violation shall result in, without warning, immediate
termination of the access privilege.

To audit the council email network (if you are not already on the
council-l net, please send email to:
        [email-masked]
with the first line of message of:
        sub council-l firstname lastname
Thank you for your attention.

-----------------------------------------------------------------------
                  IFCSS Council Email Conference
                              Schedule
-----------------------------------------------------------------------

Session Form:       Email conference

Duration:           One week (7 days)

Start Time:         3:00pm PST or 6:00pm EST, Thursday, Jan. 13, 1994

Proposing Deadline: 3:00pm PST or 6:00pm EST, Saturday, Jan. 15, 1994

Close Debate:       3:00pm PST or 6:00pm EST, Thursday, Jan. 20, 1994

Conference Adjourns:2:59pm PST or 5:59pm EST, Thursday, Jan. 20, 1994.

----------------------------------------------------------------------------
                 Business Order of the Meeting
----------------------------------------------------------------------------

1. On adoption of Email Conference Rules and Order of the Meeting;

2. On CPA bidding and voting for the recommendation
        (deadline: 8:00pm PST or 11:00pm EST, Friday, Jan. 14, 1994);

3. On Council members proposals moved before the proposing deadline;

4. On emergency proposals moved after the proposing deadline - see rules;

5. Vote on resolutions.

----------------------------------------------------------------------------
                    Temporaray Meeting Agenda
----------------------------------------------------------------------------

1.  On CPA "bidding"**:  to vote or express own voice;

2.  On Finance Committee's Open Letter: to decide whether temporary and 
       emergent motion is necessary or not, and if yes, what and how;
 
3.  On Proposed Working Meeting: to dicide what issues we should discuss in
         the meeting and to prepare them.

**: deadline for selecting CPA is 8:00pm PST or 11:00pm EST, 
Friday, Jan. 14, 1994.
 
----------------------------------------------------------------------------
                     Email Conference Rules
----------------------------------------------------------------------------

1.  According to Council Bylaw, Quorum of the meeting is 2/3 of the
    total member of the Council.  Currently, 2/3 of 16 is 11.

2.  According to IFCSS Constitution, resolutions are adopted by vote of
    no less then half of the entire Council membership.

3.  According to Council Bylaw, all council members are required to
    attend the email conference in one of the following two forms:

    a. Post to the Council email network during the conference period;

    b. If no email accounts, a member shall contact, before and during the
       meeting time two or more times with at least one Council member who
       has email access to Council net.  The said member's concern and votes
       shall be forwarded to the council email network.

4.  To be present in the email conference, a council member shall post to the
    Council email network before the Email Conference starts.  According to
    council Bylaw and previous practice, the announcement should be in the
    following form:

 .......................................................................
   Meeting Chair,

   I will be in presence for the Council First E-mail Conference starting
   3:00pm PST (6:00pm EST), Thursday, Jan. 13, 1994, in the council email
   network.

   I approve (or disapprove) the proposed conference schedule, order
   and rules.

   ----  ---- (signed)
   Member of IFCSS 5th Council
   Representing Region:  ---  ---
 ...........................................................................

5.  Proposals are moved by one or more Council members before the proposing
    deadline.   A second is required for all proposals.

6.  Proposals moved after the deadline can only be accepted through the
    following emergency procedure.  It is the emergency proposal's author's
    responsibility to:

    1. Inform all council members at least 36 hours before the scheduled
       conference closing time;
    2. Receive a second;
    3. Receive at least half council members' approval for admitting the
       emergency proposal to the conference.

7.  Council Secretary shall assign a series number for each proposed
    resolution, and keep an official record of all conference related posts;

8.  All votes shall be posted on the council email network directly within
    the voting period (the last two days of the conference), including
    forwarded votes of members with no email access.

9.  Because of the characteristics of email conference, amendments shall not
    be voted on whether or not to be adopted.  Resolution's original author
    should consider suggestions, changes, etc. seriously, and make
    modifications with other member's help.

10. The validation of an email shall be determined by its posting time.

=============================================================================

Attachments:

1. Recommendation on CPA Bidding (HQ mail in January 10)

2. Resolutions proposed

3. Explanation of email conference procedure (Prepared by Chen, Dong)

Dong Liqun              Dong Chen
Chairperson             Secretary
IFCSS Council           IFCSS Council

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

**** Subject: Recommendation on CPA Bidding

DATE:     January 10, 1994
TO:       IFCSS Council and SVC
FROM:     IFCSS HQ
SUBJECT:  Recommendation On the CPA Bidding To Professionalize
          the IFCSS Accounting System

Since forwarding the four CPA proposals for the bid to
professionalize the IFCSS accounting system, we have received
many responses and enquiries from members of the Council and SVC.

Based upon the following three criteria:

1.   The professional reputation and experience;
2.   That the firm's proposed service and business profile
closely fit the need of IFCSS as a non-profit organization within
the CSS community;
3.   The cost;

the IFCSS HQ recommends that Jeff W.S. Lin proceed to take up the
task of helping professionalizing the IFCSS accounting system,
which includes (though not limited to):

1.   Compiling all IFCSS financial transactions and records since
and including last term (the fourth term) in accordance with
Statements on Standards for Accounting and Review Services
regarding non-profit organizations issued by the American
Institute of Certified Public Accountants;

2.   Providing Evaluation Report on the general conditions of the
IFCSS accounting system, and on any possible material errors,
irregularities or illegal acts;

3.   Making policy suggestions on IFCSS accounting format,
control and management to promote professionalization.

Here are some of the considerations that lead to our
recommendation:

Mr. Jeff W.S. Lin is a well-established CPA in the DC area. His
company has an efficient staff and a business profile that
closely fit the need of the IFCSS. This is clearly reflected in
his proposal, which we think is the best among the four. Not only
his clients are mostly non-profit organizations like IFCSS, the
National Endowment For Democracy (NED) has hired his company to
conduct external auditings to organizations receiving NED funds.
The quality of his company's professional service is well
recognized in the community here. The company will charge a flat
fee of $2,600 (in two installments) for the service.

Myint & Buntua and Cohen Rutherford Blum & Schott, PC are also
well recognized CPA firms in the DC area. Both of them have
strong background in non-profit organizations. However, their
charged fees may be higher than we can afford. Both companies
declined to give a flat fee for the service, but provided
estimated fees ($2,720 by Myint & Buntua and $2,325 by Cohen
Rutherford Blum & Schott, PC). If they need to work beyond the
estimated hours, additional fees will be billed at a hourly rate
($80 per additional hour by Myint $ Buntua and $105-200 per
additional hour by Cohen Rutherford Blum & Schott, PC). Some of
the service (for instance, making control and policy suggestions,
setting formatting procedures) may not be included in the
estimate, and therefore may incur unpredictable hourly fees to
complete.

Terry T. Fang, a CPA entrepreneur, asked a flat fee of $800 for
the service proposed, which is the most economical among the
four. However, his business profile, experience, background and
supporting staff are not as strong as the other three firms.
During the interview with the HQ, he asked far fewer questions
than the other three CPAs regarding the IFCSS accounting. We are
not sure that he fully appreciates the complexity of the IFCSS's
multi-aspects of financial activities. And he is unable to
impress us with the kind of quality service that will satisfy the
IFCSS needs.

The above is our opinion, and you are encouraged to make further
inquiries either to the HQ or to the CPAs directly. As we expect
the designated CPA to complete the aforementioned three tasks
before the Feb 5-6 Working Meeting in DC, we urge the Council to
adopt a resolution of designation as soon as possible. However,
if the Council is unable to reach a vote or verdict by January
14th, the HQ will proceed as this memo has recommended while
continuing to seek the Council's endorsement.

We will arrange to have the designated CPA to meet with each of
you when you come to DC, and to present to the Council and SVC
the re-compiled IFCSS accounts along with evaluation report and
policy suggestions over IFCSS accounting control, format and
management. The HQ is confident that together we may further
reform and refine our accounting system towards greater
professionalization and accountability.

Again, we have attached the four CPAs' original proposals for
your reference. Thank you.

*****************************************************************

                        PROPOSAL BY MYINT & BUNTUA
                       Certified Public Accountants
                       5203 Leesburg Pike, Suite 300
                          Falls Church, VA 22041
                            Tel:  (703)845-1555

IFCSS
733 15th Street, NW
Suite 440
Washington DC 20005

Dear Mr. Lin Changsheng,

This letter is to confirm our understanding of the terms and
objectives of our engagement and the nature and limitations of
the services we will provide.

we will perform the following services:

I.   Compilation

     we will compile, from information you provide, the annual
balance sheet and the related statements of revenue,
     expenses, fund balances, and cash flows of IFCSS for the
     year ended June 30, 1993. We will not audit or review such
     financial statements. Our report on the annual financial
     statements of IFCSS is presently expected to read as
     follows:

          We have compiled the accompanying balance sheet of
          IFCSS, and the related statements of revenue, expenses,
          fund balances and cash flows for the year then ended,
          in accordance with Statements on Standards for
          accounting and Review Services issued by the American
          Institute of Certified Public Accountants.

          A compilation is limited to presenting in the form of
          financial statements information that is the
          representation of management. We have not audited or
          reviewed the accompanying financial statements and,
          accordingly, do not express an opinion or any other
          form of assurance on them.

If, for any reason, we are unable to complete the compilation of
your financial statements, we will not issue a report on such
statements as a result of this engagement.

Your bookkeeper will provide us with a detailed trial balance and
any supporting schedules we require.

II.  Federal and State Tax Returns

     We will also prepare the federal tax return 990 for IFCSS
     for the fiscal year ended June 30, 1993.

Our engagement cannot be relied upon to disclose errors,
irregularities, or illegal acts, including fraud or defalcations,
that may exist. However, we will in form you of any material
errors that come to our attention and any irregularities or
illegal acts that come to our attention, unless they are clearly
inconsequential.

     For items I and II, we estimate our fee to be $1,630.

III. Limited Review of Accounting Systems and Procedures

     We will review your current accounting system, procedures
     and administrative controls. We will report on our review
     and provide you with our recommendations.

     Our fee for Item III will be based on the number of hours
     and the staff positions of the individuals assigned. Based
     on our survey, we estimate that we will incur the following:

          Classification           Hours          Amount

          Partner                   2             $  190

          Senior                   20             $  900
                                                  -------
                                                  $1,090

We shall be pleased to discuss this letter with you at any time.

If the foregoing is in accordance with your understanding, please
sign the copy of this letter in the space provided and return it
to us.

                                   Sincerely,

                                   Ellen Myint, CPA
                                   Partner

*****************************************************************

Terry T. Fang
Certified Public Accountant
3328 Monarch Lane
Annandale, VA 22003
(703)560-4520

December 22, 1993

Mr. Changsheng Lin
Independent Federation of Chinese Students and Scholars
733 15th Street, N.W. Suite 440
Washington, D.C. 20005

Dear Mr. Lin:

This letter is to confirm our understanding of the terms and
objectives of our engagement and the nature and limitations of
the services we will provide.

1.   We will compile, from information you provide, the annual
balance sheets and related statements of income, retained
earnings, and cash flow of Independent Federation of Chinese
Students and Scholars (IFCSS) for the year ended September 30,
1993. We will not audit or review such financial statements. Our
report on the annual financial statements of IFCSS is presently
expected to read as follows:

     "We have compile the accompanying balance sheet of IFCSS as
of September 30, 1993, and the related statements of income,
retained earnings, and cash flows for the year then ended, in
accordance with statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public
Accountants.

     A compilation is limited to presenting in the form of
financial statement information this is the representation of
management. We have not audited or reviewed the accompanying
financial statements and, accordingly, do not express an opinion
or any other form of assurance on them."

If, for any reason, we are unable to complete the compilation or
your financial statements, we will not issue a report on such
statements as a result of this engagement.

2.   We will assist your bookkeeper in adjusting the books of
account so that he/she will be able to prepare a working trial
balance from which financial statements can be compiled. Your
bookkeeper will provide us with a detailed trial balance and any
supporting schedules we require.

3.   We will evaluate your current internal control and
accounting system, and make suggestions as necessary.

4.   We will also prepare the federal and state information
returns and income tax returns, if required, for IFCSS for the
fiscal year ended September 30, 1993.

Our engagement cannot be relied upon to disclose errors and
irregularities, including fraud or defalcations, that may exist.
However, we will inform you of irregularities that come to our
attention, unless they are inconsequential.

Our fee for these services is $800.00. We shall be pleased to
discuss this letter with you at any time.

If the foregoing is in accordance with your understanding, please
sign the copy of this letter in the space provided and return it
to us.

Sincerely yours,

-----------------------
Terry T. Fang, CPA

Acknowledgment:
Independent Federation of
Chinese Students and Scholars

-----------------------
President

------------
Date

*****************************************************************

                         PROPOSAL BY JEFF W.S. LIN
                        Certified Public Accountant
                      414 Hungerford Drive, Suite 236
                            Rockville, MD 20850
                  Tel: (301)762-0479   Fax: (301)309-0479

IFCSS
733 15th Street, NW
Suite 440
Washington D.C. 20005

This letter is to confirm our understanding of the terms and
objectives of my engagement and the nature and limitations of the
services I will provide.

I will perform the following services:

1.   I will compile, from information you provide, the annual
     balance sheets and the related statements of income and
     retained earnings, of IFCSS for the year ended June 30,
     1993. I will not audit or review such financial statements.
     My report on the annual financial statements of IFCSS is
     presently expected to read as follows:

          I have compiled the accompanying balance sheet of IFCSS
          as of June 30, 1993, and the related statements of
          income and retained earnings, for the year then ended,
          in accordance with Statements on Standards for
          Accounting and Review Services issued by the American
          Institute of Certified Public Accountants.

          A compilation is limited to presenting in the form of
          financial statements information that is the
          representation of management. I have not audited or
          reviewed the accompanying financial statements and,
          accordingly, do not express an opinion or any other
          form of assurance on them.

If management elects to omit substantially all disclosures, and
statement of cash flows, I will include an additional paragraph
that will read as follows:

          Management has elected to omit substantially all of the
          disclosures and statement of cash flows required by
          generally accepted accounting principles. If the
          omitted disclosures and statement of cash flows were
          included in the financial statement, they might
          influence the user's conclusions about the Company's
          financial position, results of operations, and cash
          flows. Accordingly, these financial statements are not
          designed for those who are not informed about such
          matters.

If, for any reason, I am unable to complete the compilation of
your financial statements, I will not issue a report on such
statements as a result of this engagement.

2.   I will assist your bookkeeper in adjusting the books of
     accounts so that she will be able to prepare a working trial
     balance from which financial statements can be compiled.
     Your bookkeeper will provide me with a detailed trial
     balance and any supporting schedules I require.

3.   I will also prepare the federal and state income tax returns     for 
IFCSS for the fiscal year ended June 30, 1993.

My engagement cannot be relied upon to disclose errors,
irregularities, or illegal acts, including fraud or defalcations,
that may exist. However, I will inform you of any material errors
that may come to my attention and any irregularities or illegal
acts that come to my attention, unless they are clearly
inconsequential.

My fee for the above services will be a flat fee of $1500.00.

Furthermore, I will conduct a study of the internal control
structure of IFCSS and report the results thereof to you. This
study requires the cooperation from all personnel within the
organization. Again, I will not conduct the audit or review of
the IFCSS's financial statements. The fee for this service will
be $700.00.

At your request, I will also draft up an accounting policy manual
which will be based on my internal control study to spell out the
detail control procedures, the control environment and the
accounting system. The fee for this service will be $400.00.

Based on the conversation we had and the prior engagement I had
with your firm, I firmly believe that the above three (3)
services will enable your organization to run the business in a
more efficient and professional manner and to serve the overseas
Chinese students and scholars most effectively.

Should you have any questions with regard to any of the
aforementioned proposals please do not hesitate to call me.

If the foregoing is in accordance with your understanding, please
sign the copy of this letter in the space provided and return it
along with a check in the amount of $1300.00 (one half of total
fee) to me at your earliest convenience.

                              Sincerely,

                              Jeff W. S. Lin, CPA (signed)

Acknowledged:
IFCSS

_________________________
President

_________________________
Date

*****************************************************************

PROPOSAL TO SERVE INDEPENDENT FEDERATION OF CHINESE
STUDENTS AND SCHOLARS

December 27, 1993

COHEN
RUTHERFORD
BLUM&SCHOTT,PC
CERTIFIED PUBLIC ACCOUNTANTS

6903 Rockledge Dr. Suite 1330
Bethesda, Maryland 20817-1800
Telephone 301-530-2200
Telefax   301-530-3625

December 27,1993

Mr. Xiaozhu Liu
Executive Director
Independent Federation of
Chinese Students and Scholars
733 15th Street, NW, Suite 440
Washington DC 20005

Dear Mr. Liu:

We are pleased to present our proposal to serve the Independent
of Chinese Students and Scholars (IFCSS) as your independent
accountants and business advisors, and we appreciate the
opportunity to have been called upon to respond to your request
for proposal (REP) per our meeting of December 22, 1993. As this
proposal will demonstrate, we are interested in serving IFCSS,
and as an important client of our firm, you can be sure of our
commitment to provide timely, quality services.

Based on our meeting, it is apparent that your management style
coincides with our philosophy concerning client service. As
mentioned to you, member of our firm pride themselves as more
than a "once a year visitor" and can and will respond quickly to
all of your accounting and financial needs. We are interested in
providing advice that will help you make proper business
decisions to effectively and efficiently operate IFCSS. Only with
proper information, obtained on a timely basis, can management be
effective in its role and in maintaining its fiduciary
responsibility in overseeing the operations of IFCSS. I believe
it is important to you and IFCSS to have a full service firm
being integrally involved with your operation. especially as you
expand our operations in fulfilling your mission and purpose in
accordance with your Articles of Incorporation.

Our proposal is structured to emphasize the importance we place
on client service and the service we would deliver to IFCSS, and
to affirm the commitment of our people who will work with you.
IFCSS should expect more than an efficient and quality
compilation from its independent accountants and our philosophy
of client service parallels that expectation. We are confident
that after reviewing our proposal, you will agree that Cohen,
Rutherford, Blum & Schott has the desire and resources to deliver
the level of services required by IFCSS.

FIRM BACKGROUND

Cohen, Rutherford, Blum & Schott is a certified public accounting
firm which was formed in the fall of 1980. We have a professional
staff of approximately 25 full-time employees, and our main
office is located at Two Democracy Center, 6903 Rockledge Drive,
Suite 1330, Bethesda, Maryland 20817-1800. We currently provide
annual audit, tax, and consulting services to a wide variety of
clients, a significant portion of which are not-for-profit
organizations and associations. In addition to performing audit
and consulting services, our firm provides tax and financial
planning services, accounting assistance, and a wide range of
management advisory consulting services. We are very confident
that Cohen, Rutherford, Blum & Schott has the means, experience,
and expertise to provide the needed services to meet the
requirements of IFCSS.

Because not-for-profit organizations represent a significant
portion of our current clientele, we have kept abreast of all
significant audit and tax changes and proposals affecting the
industry. Since we are involved with the sizable association
network within the Washington, D.C. Metropolitan area, we are
very familiar with the unique characteristics of fund accounting
and other relevant aspects affecting accounting, cost
allocations, finance, and administration of these types of
organizations. Several of our current audit clients' operations
would appear to be comparable to IFCSS's, whose revenue,
membership structure and programs are similar to your
organization's.

Our clientele includes organizations who receive, as either
direct recipients or subrecipients, federal assistance of varying
amounts. We are therefore familiar with the government audit
procedures and reporting mechanisms for compliance under the
applicable Office of Management and Budget (OMB) Circulars, if
IFCSS were subject to federal funding requiring an audit.

We have also had principals of the firm volunteer their services
as technical advisors to certain committees or boards of our
clients, as well as serving as board members for nonclients.
Members of our firm have been active participants in chambers of
commerce, the American Society of Association Executives, the
Greater Washington Society of Association Executives, and
numerous other trade associations. We would also like to mention
that our firm underwent a quality review in 1993 performed by an
external, independent accounting firm, the results of which were
very positive and an unmodified report was issued. We are
dedicated to providing the best and broadest professional
services to our clients by utilizing our expertise and knowledge
through a well defined and thoroughly planned work approach and
communication mechanism.

Our firm has also assisted our clients in compensation analysis,
ballot counts, write-up services, preparation of operating and
capital budgets, W-2 and 1099 preparation, staffing analysis,
assessment of computer needs and development of requests for
information and requests for proposals for management information
systems, as well as other areas. We are sure that our experience
and resources can be applied to IFCSS's operations as needed
which may prove to be beneficial to your organization.

SCOPE OF SERVICES AND TIMING

It is our understanding that the scope of services desired by
IFCSS would include a compilation of the accrual basis financial
statements (balance sheet, statements of revenue and expense and
fund balance, and cash flows) as of June 30, 1993 and for the
year then ended, and possibly also future fiscal periods;
preparation of the 1993 annual tax returns (federal Forms 990 and
990T); and various accounting and consulting services as
discussed via the RFP and further outlined below. As mentioned
previously, we confident that we have the resources, expertise,
and the experience to provide quality services essential to meet
your requirements.

A compilation is limited to presenting in the form of financial
statements information that is the representation of management.
You also requested that the compilation includes footnote
disclosures. We will not audit or review such financial
statements. Our report on the annual financial statements of the
Federation is presently expected to read as follows:

     We have compiled the accompanying balance sheet
     of the Independent Federation of Chinese Students
     and Scholars as the June 30, 1993, and the related
statements of  income and expenses and changed in
     fund balance, cash flows for the year then ended, in
accordance with standards established by the American  Institute
of Certified Public Accountants.

     A compilation is limited to presenting in the form
     of financial statements information that is the
representation of management. We have not audited to   reviewed
the accompanying financial statements and    accordingly, do not
express and opinion or any other
     form of assurance on them.

If, for any reason, we are unable to complete the compilation of
your financial statements, we will not issue a report on such
statements as a result of this engagement. At the conclusion of
compilation procedures, we would request certain written
representations from management about your financial statements
and matters related thereto. Our compilation is subject to the
inherent risk that material errors, irregularities, or illegal
acts, including fraud or defalcations, if they exist, would not
be detected. However, we would inform you of any such matters
that come to our attention.

We will actively work with management to anticipate change rather
than merely react to change. We will follow a policy that demands
planning, coordination, and continual communications with key
management personnel of IFCSS, conducting our work at the highest
level of quality at a reasonable cost. Using this approach, IFCSS
will benefit from our wide range of expertise and experience, and
we can be made aware on a timely basis of your needs, problems,
and concerns.

Our services will begin be meeting with you and other key
personnel to thoroughly plan the engagement, develop the client
assistance list, and become familiar with your systems and
procedures. We will utilize to the greatest extent possible
financial and statistical information, workpapers and reports
prepared by you and your personnel and will coordinated our work
with them.

Also, we would prepare and deliver to management a report, after
discussing it with management, which summarizes realistic
recommendations for improving the effectiveness of IFCSS's
accounting, administrative, and operational controls and
procedures, based on our observations and select inquiries of
IFCSS management. However, we will not be reviewing the internal
control structure of IFCSS, as such a review and evaluation is
not within the scope of this engagement.

The specific timing of the compilation procedures would be worked
out with management based on an agreed-upon schedule. It is
anticipated that the work conducted on-site would not exceed more
than two to three days, and most likely could be achieved within
this period assuming the accounting records are in order and the
client assistance schedule is accurately and thoroughly
completed.

Control Over IFCSS Engagement

The success of any professional engagement depends primarily on
the dedication and abilities of the assigned executives, the
relationships they build with our client's management and staff,
and the selection of the overall audit and consulting team
assigned to the engagement. We believe that we can provide a team
of individuals with the qualities necessary to appropriately and
effectively serve IFCSS as its independent accountants, tax
preparers, and business advisors.

Dan D'Agostino, a principal of the firm, will be the assigned
executive for the engagement. He will be responsible for ensuring
effective planning and staffing, timely performance, continuing
communications, the resolution of questions and potential
problems, and quality control. He will be assisted by a staff
member, most likely Jing Chen who met you at the meeting last
week. Dan has over 19 years experience as a business consultant,
predominantly conducting and managing audit and accounting
engagements as well as numerous and various management advisory
consulting services.

Dan and/or other members of the firm as deemed appropriate will
meet with management during the year to discuss matters affecting
IFCSS as needed to bring important issues to your attention. And,
if any matters requiring assistance do arise during the year, the
executive will have our firm respond quickly and with experienced
personnel.

Elliot Blum is a principal responsible for the firms' tax
practice and he will coordinate the tax services to IFCSS. In
this role he will have the responsibility for ensuring timely
and complete preparation of the tax returns (Federal Forms 990
and 990T), and will ensure that ample time is allotted to review
all tax returns with you in advance of the filing dates. He will
be assisted by members of the firm's tax division, who will also
be available to respond to tax questions or issues and provide
tax planning as the need arises.

Our firm also has two full-time consultants who are solely
dedicated to management information systems and are very
knowledgeable of computer programming, applications and operating
systems. Other consultants of the firm as involved with numerous
other consulting activities. We will draw upon their expertise as
deemed necessary throughout the audit engagement, and in other
services that may be needed and requested by IFCSS throughout the
fiscal period.

PROFESSIONAL FEES AND EXPENSES

As mentioned during our meeting, we would prefer to have IFCSS as
a client over a long term, and since we want to develop a
positive client relationship with IFCSS that we believe would be
mutually rewarding, we have taken the liberty to present a fee
arrangement for not only the 1993 fiscal period, but also for
1994 and 1995. You will note that the fees for the three year
engagement are thus discounted, and average over the term os as
not to have a significantly higher fee in the first  year that
would otherwise be the case.

Based upon the scope of services described above, we propose to
perform the aforementioned services applicable to IFCSS's fiscal
years for the following respective fees:

                              Compilation and Tax
   One year
   Engagement     1993        $2,325

   Multiple Year  1993        $2,200
   Engagement     1994        $2,225
                  1995        $2,450

================================================
          Three Year
          Engagement Total    $6,675

The above quoted fees are based on anticipated hours by level of
personnel, with a discounted hourly rate from our standard hourly
rates per hour for the three year engagement since we are
desirous of having IFCSS as a client over at least the three year
term. The fee also assumes the scope of services or the structure
of the organization does not significantly change during the
first three year period. This implies that IFCSS would not be
subject to government auditing standards or OMB requirements.
Out-of-pocket expenses, which include travel, parking courier
services, copying, fax, etc., are billed as incurred and normally
are about 5% to 7% of professional fees.

The above fees are also based on the assumption that all
necessary information is made available to us during the
engagement(s) and that we receive maximum client assistance as
required. This would include typing of select confirmations if
deemed appropriate, retrieval of all required financial and tax
information, preparation of all bank reconciliations and
requested workpapers, and conformance to our standard client
assistance schedule, etc.

Receiving maximum assistance allows us to minimize costs to our
clients as well as to allow you to develop a better understanding
of the specific detail required to be obtained from your records
to support your financial statements and tax returns. We will
work with you in developing a client assistance list prior to
commencing field work and in reaching a mutually agreed upon
timetable for providing us the required information.

If you require special assistance during the engagements in
reconciling or analyzing accounts, or in completing the client
assistance workpapers, we would provide estimates and bill
separately for these services based on our standard hourly
consulting rates, which vary by level of personnel.

Specific accounting assistance or tax consultation outside the
scope of services as described above (for instance: Assistance
and/or preparation of journal entries, assistance with
depreciation lapse schedules, cash, receivable or payable
reconciliations, tax advice and consultation or dealings with the
IRS outside the realm of the  actual annual tax return
preparation) would also be billed at our standard hourly rates.

Other accounting services which may be needed by IFCSS would be
billed at our standard hourly rates. As mentioned earlier, these
rates vary depending upon job category and are typically adjusted
annually on February 1. For your information, our current hourly
rates are as follows:

          Job Categories           Hourly Rates
          --------------           ------------

          principal                $ 105 - $ 200
          Manager                     80 -   110
          Senior-Supervisor           50 -   100
          Staff                       40 -    80
          Paraprofessional            60 -    80

We would require an engagement agreement and letter of
understanding to be signed by IFCSS upon acceptance of our
proposal and before services would begin. The agreement could
include, but not be necessarily limited to, description of the
engagement, fees, conditions of payment, retainer requirements
(we  normally require a deposit form new clients prior to the
commencement of services up to one-half of the annual fee),
deadlines for reports, etc.

For your information, the attached Appendix A lists client
references, the majority of which are not-for-profit associations
comparable to IFCSS in terms of accounting and tax engagement
scope of  services. Additional references will be made available
upon request. We have made every effort to provide realistic fee
estimates, and if you have any questions regarding the details of
our proposed fees, please contact us as we would appreciate the
opportunity to discuss them with you to reach a mutually
agreeable fee arrangement.

In conclusion, we appreciate this opportunity to have been
solicited to respond to your request for proposal and to submit a
proposal to serve as your independent accountants. We are
confident that Cohen, Rutherford, Blum & Schott has the required
staff who are qualified through education, training and
experience, the necessary support resources, and the enthusiasm
to conduct the required compilations, consulting and tax services
in a satisfactory, timely and efficient manner. We welcome the
opportunity to work with the Independent Federation of Chinese
Students and Scholars and look forward to hearing from you. If
you have any questions or require additional information, please
feel free to contact me at 301/530-2200.

Very truly yours,

Cohen, Rutherford, Blum & Schott, P.C.

By: Dan D'Agostino, CPA (signed)
    Principal
*************************************************************************
=========================================================================

**** Resolutions proposed

[CP5026]
        Resolution on inactivating the Finance Committee
                by Dong Chen/Songlin Ren

        1) IFCSS Council Committees are elected and responsible for the
           Council. The Finance Committee neither got consent from nor
           informed other Council members before the releasing of recent
           open letter to the CSS. Such irresponsible action violated
           the basic right of other council members,
        2) A IFCSS Working Meeting is to be held Feb. 5-6, 1994 at Washington,
           D.C. and a professional review of both external and internal
           finance status is to be reviewed by CPA. All Council members,
           SVC members and other CSS will have the opportunity to thoroughly
           check and question HQ's operations in the past and future,
        3) The dispute between Finance Committee and HQ is getting too
           emotional, and a normal professional relationship between Council
           Finance Committee and HQ is not possible to keep at this time,

        Be it resolved that,

        temporally inactivate the Finance Committee and its inspection team
        until further discussion of Council.

---------------------------------------------------------------------------
[CP5027]
        Amendment to Council Bylaw
                By Liang, Er/Dong Chen

        Whereas that the council committees are elected by the Council;
        that the committees' privilege is granted by the council;
        that the council is responsible for the committees' action;

        Amend that,

        To the Council Bylaw, in article IV, after the first sentence,
        "...shall have and may exercise the powers of the Council in
         management of the business and affairs of the Council."
        add the following,

        "The committees must inform and get consent from the Council
         for any of their activities outside the Council.

----------------------------------------------------------------------------
[CP5028]
        Resolution on open the "finance-net" to the Council
                By Dong Chen/Songlin Ren

        The Finance Committee is elected and responsible for the
        Council; many council members were not inform enough for the
        Finance Committee's recent action; the Finance Committee has
        set up a network for their routine work,

        Be it resolved that,

        Finance Committee open the "finance-net" to all Council members
        include its archived files.

*************************************************************************
=========================================================================

**** Explanation of email conference procedure (Prepared by Chen, Dong)

Dear colleague,

     As this is the first email conference we have, I think it is
necessary to me to explain how the procedure should go. Please notice
this is only my own understanding and suggestion after consulting with
other people who have more experience in this matter. Please do voice
your suggestions.

[sign on]

     First we should sign on the net as soon as possible by sending
mail to "[email-masked]". In fact, you should sign on now.

[deadline]

     Then start from 6:00pm EST, Jan. 13, you can post your
discussion and vote to the net. Please notice the deadlines, i.e.
        - 11:00pm EST, Jan. 14 for vote of the CPA
        - 6:00pm  EST, Jan. 15 for proposing new resolutions
        - 5:59pm  EST, Jan. 20 for vote of all resolutions.

[vote]

     You can vote any resolutions as soon as the meeting starts.

     Please refer to the series number of the resolution (CP50**) when
you need to mention the resolution.

     Please post you discussion and vote as soon as you can. Don't wait
until the deadline, although I will try to remind you to vote in the
last two days of the meeting.

     You can vote for one issue at a time or combine all of them together.
Please write clearly which resolution you are talking/voting.

     All resolutions have to be voted, there is no unanimous consent.

[writing]

     For clarity, I suggest we write the subject line in this format:
        Subject: [area]<your name> message title
where [area] can be [vote],[discussion],[CP5026],[motion] etc.
the message title can be optional. For example,
Subject: [discussion]<Dong Chen> Who is responsible for the open letter?

     For rules that not defined in the order of the meeting, we should
follow the Robert Rule of Order.
     I suggest everybody check your email at least once per day.

Dong Chen

          __                                         Mail address:
   ______/ /301-405-5025(O)____301-314-9437(fax)     Dong Chen
  / ____/ /_  ___  ___    / __ \____  ___  ____(C)   LPR, Univ. of Maryland
 / /   / __ \/ _ \/ _ \  / / / / __ \/ _ \/ __ \     College Park, MD 20742
/ /___/ / / /  __/ // / / /_/ / /_/ / // / /_/ / Email: [email-masked]
\____/_/ /_/\___/_//_/ /_____/\____/_//_/\__  /  "Do you know why communist
 __________________________________________/ /    can not be a good C++
/___________________________________________/     programer ?"   --D.C.