40-

A CPA audits Waltonvillemart, Inc. This CPA also serves as the trustee of a trust for the CEO of Waltonvillemart, Inc. The sole asset of this trust is a $1 million life insurance policy, whose provisions cannot be amended and is payable unconditionally upon the CEOs death to his seven grandchildren in equal amounts; i.e. the CPA cannot change this provision or make other investment decisions. This CPA:

a- Is independent to continue to audit Waltonvillemart, Inc., as long as the company and the CEO both waive their right to object to this trustee service

b- Is not independent to continue to audit Waltonvillemart, Inc. because of the material amounts involved

c- Definitely is independent to continue to audit Waltonvillemart, Inc. because there are no material threats to independence

d- Is not independent to continue to audit Waltonvillemart, Inc. because of the appearance, if not actuality, of a dual-client conflict of interest