Example Letter of Engagement for Audit Assignment for an Incorporated

Company with an accounting period beginning on or after 15 December 2004..

The Directors of Insert company name Ltd

Dear Sirs,

We are pleased to accept the instruction to act as auditors for your company and
are writing to confirm the terms of our appointment.

This letter sets out the basis on which we are to act as auditors to the company
and the respective areas of responsibility of the directors and ourselves.

We are bound by the ethical guidelines of the Association of Chartered Certified

Accountants, and accept instructions to act for you on the basis that we will act
in accordance with those ethical guidelines.

1. Period of Engagement

1.1 This engagement will commence with the company's audit for the
accounting period to insert the year concerned.

1.2 We will deal with matters arising in respect of periods prior to the above
period as appropriate.

2. Responsibilities
2.1 As directors you are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and Generally
Accepted Accounting Practice in Ireland including the accounting
standards issued by the Accounting Standards Board.

2.2 Company law requires the directors to prepare financial statements for
each financial year which give a true and fair view of the state of affairs of
the company and of the profit or loss of the company for that period. In
preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.

2.3 The directors are responsible for keeping proper books of account that
disclose with reasonable accuracy at any time the financial position of the
company and enable them to ensure that the financial statements comply
with the Companies Acts 1963 to 2005. They are also responsible for
safeguarding the assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
2.4 You are also responsible for making available to us, as and when required,
all the company’s accounting records and all other relevant records and
related information, including minutes of all management and
shareholders’ meetings.

2.5 The intended users of the report are the shareholders. The report will be
addressed to the shareholders.

2.6 As independent auditors we will report to you whether in our opinion the
accounts of the company which we have audited give a true and fair view
of the state of the company's affairs, and of the profit or loss for the year,
and whether they have been prepared in accordance with the Companies
Acts 1963 to 2005. In arriving at our opinion we are required to consider
the following matters, and to report on any in respect of which we are not
satisfied:
(a) Whether proper accounting records have been kept by the company
and proper returns adequate for our audit have been received from
branches not visited by us .
(b) Whether the company's balance sheet and profit and loss account
are in agreement with the accounting records and returns;
(c) Whether we have obtained all the information and explanations
which we think necessary for the purpose of our audit;
(d) Whether the information in the directors' report is consistent with
that in the audited accounts; and
(e) whether, in our opinion, there existed at the balance sheet date a
financial situation which under section 40(1) of the Companies
(Amendment) Act 1983 would require the convening of an
extraordinary general meeting of the company.
(f) The auditors’ report shall be qualified, unqualified or contain a
reference to any matters to which we wish to draw attention by way
of emphasis without qualifying the report.

2.7 There are certain other matters which, according to the circumstances,
may need to be dealt with in our report. For example, where the accounts
do not give details of directors’ remuneration or of their transactions with
the company, the Companies Acts requires us to disclose such matters in
our report.

2.8 We have a professional duty to report if the accounts do not comply in any
material respect with Statements of Standard Accounting Practice, or
Financial Reporting Standards, unless in our opinion the non-compliance
is justified in the circumstances. In determining whether or not the
departure is justified we consider whether:
(a) The departure is required in order for the accounts to give a true and
fair view; and
(b) Whether adequate disclosure has been made concerning the
departure.
2.9 Our professional responsibilities also include:
(a) Stating in our report a description of the directors’ responsibilities for
the accounts, where the accounts or accompanying information do
not include such description; and
(b) Considering whether other information and documents contained in
audited accounts is consistent with those accounts; and
(c) Reporting to you on a timely basis in respect of any issues, such as
material weaknesses in your accounting system, which we feel need
to be brought to your attention.

2.10 Should you instruct us to carry out any alternative report then it will be
necessary for us to issue a separate letter of engagement.

3. Our Service to You

3.1 Our auditing procedures will be carried out in accordance with the
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland) issued by the Auditing Practices Board, and will
include such tests of transactions and of the existence, ownership and
valuation of assets and liabilities as we consider necessary. We will
ascertain the accounting systems in order to assess their adequacy as a
basis for the preparation of the accounts and to establish whether proper
accounting records have been maintained by the company. We will need
to obtain sufficient relevant and reliable evidence to enable us to draw
reasonable conclusions therefrom.

3.2 The nature and extent of our tests will vary according to our assessment of
the company's accounting and internal control systems, and may cover
any aspects of the company’s operations. Our audit is not designed to
identify all significant weaknesses in the company’s systems, but we shall
report to the management any significant weaknesses in, or observations
on, the company's systems which come to our notice and which we think
should be brought to management's attention. Any such report may not
be provided to third parties without our prior written consent. Such
consent would be granted only on the basis that such reports are not
prepared for the interests of anyone other than the company in mind and
that we accept no duty or responsibility to any other party as concerns the
reports.

3.3 The responsibility for safeguarding the assets of the company and for the
prevention and detection of fraud, error and non-compliance with law or
regulations rests with the management. We will plan our audit so that we
have a reasonable expectation of detecting material misstatements in the
accounts resulting from irregularities, fraud or non-compliance with law or
regulations, but our examination should not be relied upon to disclose all
such material misstatements or frauds, errors or instances of non-
compliance as may exist.
3.4 As part of our normal audit procedures, we may request you to provide
formal representations concerning certain information and explanations we
have received from you during the course of our audit.

3.5 In order to assist us with a review of your accounts, which constitutes part
of our audit, we will request sight of any documents or statements which
will be issued with the accounts. We are also entitled to attend all
general meetings of the company, and to receive notice of all such
meetings.

3.6 Once we have issued our report we have no further direct responsibility in
relation to the accounts for that financial year. However, we expect that
you will inform us of any material event occurring between the date of our
report and that of the annual general meeting that may affect the
accounts.

4. Fees

4.1 Our fees and payment terms are detailed in a supplementary letter to this
engagement letter.

OR

Our fees are computed on the basis of time spent on your affairs by the
principals and our staff, and on the levels of skill and responsibility
involved. A full list of the time spent and the charge out rates used is
available on request.

4.2 If it is necessary to carry out work outside the responsibilities outlined in

this letter it will involve additional fees. Accordingly we would like to
point out that it is in your interest to ensure that your records are
completed to the agreed stage.

4.3 Invoices are payable in full before the audit report is signed and the
accounts are made available for filing.

OR

Our terms relating to payment of amounts invoiced are strictly 30 days

net. Prompt payment discounts may only be taken if we receive the
payment within 14 days of the date of issue of any invoice. Interest will
be charged on all overdue debts at the rate stated on the invoice, which is
currently Insert relevant rate% (APR Insert relevant rate%). Settlement of
fees by MasterCard and Visa is accepted.

OR
 Invoices are paid by the agreed standing order mandate.

5. Client Monies

5.1 We may, from time to time, hold money on your behalf. Such money will
be held in trust in a client bank account, which is segregated from the
firm's funds. The account will be operated, and all funds dealt with, in
accordance with the Clients' Monies Rules of the Association of Chartered
Certified Accountants.

5.2 Fees paid by you in advance for professional work to be performed and
clearly identifiable as such shall not be regarded as clients' monies.

6. Quality Control

6.1 As part of our ongoing commitment to providing a quality service, some of

our files are periodically subject to an independent quality review. Our
reviewers are highly experienced and professional people and, of course,
are bound by the same requirements for confidentiality as our partners
and staff.

7. Investment Business

7.1 Investment business is regulated under the Investment Intermediaries Act

1995. We are not authorised under that Act. You will have to seek the
advice of an Authorised Advisor (AA) should you wish to obtain advice of
this nature. If you require, we can provide you with a list of local AAs.
OR

7.2 The firm is authorised by the Association of Chartered Certified

Accountants for investment business and may therefore provide a range of
investment business services that arise out of the provision of our main
professional services.

7.3 If we are required to provide advice, we will issue a separate letter of

engagement.

8. Commissions or Other Benefits

8.1 In some circumstances, commissions or other benefits may become

payable to us or to one of our associates in respect of transactions which
we or such associates arrange for you, in which case you will be notified
in writing of the amount and terms of payment. The fees that would
otherwise be payable by you as described will not take into account the
benefit to us of such amounts. As far as allowed by legislation, you
consent to such commission or other benefits being retained by us or, as
the case may be, by our associates, without our or their being liable to
account to you for any such amounts.
9. Other Services

9.1 We have also agreed to provide the following services:

9.1.1 Insert list here

Our terms for these services have been included in a separate letter of
engagement.

9.2 There are many other areas where we can be of assistance and we would
be pleased to discuss any of these with you. These services include:

9.2.1 Insert list here

9.3 You may request that we provide other services from time to time. If these
services will exceed insert value, we will issue a separate letter of
engagement and scope of work to be performed accordingly.

9.4 Unless a service is listed below or included in a separate letter of

engagement you must assume that it will not be provided by us.

9.5 Because rules and regulations frequently change you must ask us to
confirm any advice already given if a transaction is delayed or a similar
transaction is to be undertaken.

10. Retention of Records

10.1 During the course of our work we will collect information from you and
others acting on behalf of the company and will return any original
documents to you following preparation of the company's accounts. You
should retain them for insert number of years years from the end of the
relevant accounting period. This period may be extended if the Inland
Revenue enquire into the company’s tax return.

10.2 Though certain documents may legally belong to the company, we intend
to destroy correspondence and other papers that we store which are more
than seven years old, other than documents that we consider to be of
continuing significance. You must inform us by letter if you require
retention of a particular document.

10.3 We may choose to hold these documents where possible in an electronic

format. In this event we will ensure these documents are readily
accessible should they be requested by yourself or an authorised
individual.

11. Quality of Service

11.1 We aim to provide a high quality of service at all times. If you would like
to discuss with us how our service could be improved or if you are
dissatisfied with the service that you are receiving please let us know by
contacting Insert name of relevant partner.

11.2 We undertake to look into any complaint carefully and promptly and to do
all we can to explain the position to you. If we do not answer your
complaint to your satisfaction you may take up the matter with the
Association of Chartered Certified Accountants.

12. Electronic Communication

12.1 As Internet communications are capable of data corruption we do not

accept any responsibility for changes made to such communications after
their dispatch. For this reason it may be inappropriate to rely on advice
contained in an e-mail without obtaining written confirmation of it. All
risks connected with sending commercially sensitive information relating
to your business are borne by you and are not our responsibility. If you do
not accept this risk, you should notify us in writing that e-mail is not an
acceptable means of communication.

12.2 E-mail may be used to enable us to communicate with you. As with any
other means of delivery this carries with it the risk of inadvertent
misdirection or non delivery. It is the responsibility of the recipient to
carry out a virus check on any attachments received.

13. Applicable Law

13.1 This engagement letter is governed by, and construed in accordance with,
Irish law. The Courts of Ireland will have exclusive jurisdiction in relation
to any claim, dispute or difference concerning this engagement letter and
any matter arising from it. Each party irrevocably waives any right it may
have to object to any action being brought in those courts, to claim that
the action has been brought in an inappropriate forum, or to claim that
those courts do not have jurisdiction.

13.2 All work performed is conducted using the current legislation according to
the accounting period. We cannot be held responsible for future
development and changes in the legislation.

14. Data Protection Act

14.1 To enable us to discharge the services agreed under this engagement, and
for other related purposes including updating and enhancing client
records, analysis for management purposes and statutory returns, crime
prevention and legal and regulatory compliance, we may obtain, use,
process and disclose personal data about you. You have a right of access,
 under data protection legislation, to the personal data that we hold about
you. For the purposes of the Data Protection Act, the Data Controller in
relation to personal data supplied about you is Insert name of data
controller.

15. Reporting Obligations

15.1 We have a duty as auditors to report under section 74 of the Company

Law Enforcement Act 2001 to the Director of Corporate Enforcement,
instances of the suspected commission of indictable offences under the
Companies Acts 1963 to 2005 by a company, its officers or its agents.
Our reporting obligation applies regardless of the apparent materiality of
the suspected offence, or whether the suspected offence has already been
reported to the relevant authorities;

15.2 We are required, as your auditor and accountant, by section 59 of the

Criminal Justice (Theft and Fraud Offences) Act, 2001, to report to the
Garda Siochana in circumstances where information or documents
indicate that certain offences under the Act may have been committed by
a client, its management or employees.

15.3 You also acknowledge that, in accordance with The Criminal Justice Act
1994 (Section 32) Regulations 2003, we are required to report directly to
the Garda and the tax authorities, without prior reference to you or your
representatives, if during the course of undertaking any assignment we
have a suspicious of money laundering being undertaken.

15.4 We must report material relevant offences, as defined in section 1079 of

the Taxes Consolidation Act 1997, to the directors of the company in
writing, requesting them to rectify the matter or notify an appropriate
office of the Revenue Commissioners of the offence with six months. In
the event that our request is not complied with we must cease to act as
auditor to the company or to assist the company in any taxation matter.
We must also send a copy of our notice of resignation to an appropriate
officer of the Revenue Commissioners within 14 days.

16. Agreement of Terms

16.1 Once it has been agreed, this letter will remain effective until it is
replaced. We shall be grateful if you could confirm your agreement to the
terms of this letter by signing the enclosed copy and returning it to us
immediately.

Yours faithfully

Insert firm name

I/We confirm that I/We have read and understood the contents of this letter and
agree that it accurately reflects my/our fair understanding of the services that
I/We require you to undertake.
Signed .................................................................. Date ..............
For and on behalf of

Insert company name