Subject: File No. 265-23
From: Frank Lively
Affiliation: Struggling Entrepreneur

April 4, 2006

SOX was well intentioned, but "the road to hell is paved----." Unfortunately, the remedy seems to be overkill and we have thrown the baby out with the bath water. It is possible to safeguard the public and the investors without punishing a small group of companies which are attempting to live the American dream. I respectfully request that your decision be for the exemption of smaller market cap companies from compliance with section 404 of SOX. That decision alone could add more people to the rolls of the employed. Thank you, Frank Lively