EX-23.4 6 b321831ex23_4.htm NOTICE RE ARTHUR ANDERSEN LLP Prepared and filed by St Ives Burrups






                                                                    Exhibit 23.4

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP


Section 11(a) of the Securities Act of 1933 provides that if part of a
registration statement at the time it becomes effective contains an untrue
statement of a material fact, or omits a material fact required to be stated
therein or necessary to make the statements therein not misleading, any person
acquiring a security pursuant to such registration statement (unless it is
proved that at the time of such acquisition such person knew of such untruth or
omission) may assert a claim against, among others, an accountant who has
consented to be named as having certified any part of the registration statement
or as having prepared any report for use in connection with the registration
statement.

On May 22, 2001, TechRx dismissed Arthur Andersen LLP as its independent
auditors. The Arthur Andersen Pittsburgh, Pennsylvania office closed and did not
renew their license effective July 31, 2002. As a result, after reasonable
efforts, we have not been able to obtain a consent related to the Arthur
Andersen opinion for the fiscal years ended June 30, 2000 and 1999. Therefore,
we have been unable to obtain Arthur Andersen's written consent to the
incorporation by reference into the Company's registration statement on Form S-4
(No. 333-103959) of Arthur Andersen's audit report for the TechRx financial
statements for the fiscal years ended June 30, 2000 and 1999. Under these
circumstances, Rule 437(a) under the Securities Act permits the Company to file
this registration statement without a written consent from Arthur Andersen.
However, as a result, Arthur Andersen will not have any liability under Section
11(a) of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen or any
omissions of a material fact required to be stated therein. Accordingly, you
would not be able to assert a claim against Arthur Andersen under Section 11(a)
of the Securities Act.