DUE DILIGENCE REQUIREMENTS

1.                    Corporate Records

1.1                Certificate of Incorporation of the Company and

any amendments thereto.

1.2                By-Laws of the Company and any amendments

thereto.

1.3                Certificate of foreign qualification or other

similar document for the Company in all states

in which the Company is qualified to do

business.

1.4                Minutes for the Company, as follows:

1.4.1            Shareholders.

1.4.2            Board of Directors.

1.4.3            Board Committees.

1.4.4            Any others.

1.5                Stock ledger and evidence, including letters

from auditors, of full payment for and non-

assessabilty of issued and outstanding stock of

the Company and any other records of stock

issuances by the Company.

1.6                List of currant shareholders, which includes the

number of shares owned by each such

shareholder.

1.7           Specimen stock certificate for each class of the

Company’s Stock.

1.8           Any trust agreements or other documents of

                which the Company is aware, or a party to,

                pursuant to which shares are held in a fiduciary

                capacity

1.9           Any shareholder agreements of  which the

Company is aware, or a party to, restricting the

transfer of shares.

1.10         Any other agreement that define or limit the

                rights of shareholders, including any restrictions

                upon voting rights, any voting trusts, or

outstanding proxies.

1.11         Articles of Incorporation, Partnership

                Agreement or other governing document for

                each subsidiary, affiliate or other entity in which

the Company has an ownership interest.

1.12         Management organization chart dated as of a

                recent date.

1.13         Company organization chart dated as of a

                recent date.

2.             Mergers and Acquisitions

2.1           Agreements and other documents regarding any completed or contemplated acquisition, merger or reorganization of the Company.

3.             Accounting Records

3.1           Financial statements and related auditors’

                reports for the last five years.

3.2           Auditor’s letters to management, management’s replies thereto and attorney’s letters to auditors for the last five years.

3.3           Any reports prepared by the Company, its internal auditors, counsel or others, relating to material accounting matters, such as memoranda relating to the reserve for doubtful accounts and the liability for estimated final settlements due to any third – party payors.

3.4           Financial statements for any employee pension, retirement or benefit plans, including the most recent actuarial valuations.

4.             Financing

4.1           All purchase agreements, subscription agreements, letters of interest, or any other similar document with respect to the acquisition or sale of any interest in the Company or by the Company.

4.2           Outstanding warrants or option agreement to purchase stock.

4.3           Bank letters or agreements and all material correspondence with lenders, including any compliance reports or certificates.

4.4           All other agreements or documents evidencing or relating to borrowings and financing, whether secured or unsecured, to which the Company is a party, including any guarantees, notes payable, reimbursement agreements, repurchase agreements, sale and leaseback arrangements, capitalized and operating leases, liens and financing statements, installment purchases and equipment leases other than those referred to in item 6.2 hereof.

5.             Contracts and Agreements

5.1           All purchase, sale and service contracts with

                suppliers, customers, and consultants, and any amendments thereto.

5.2           All other contracts or amendments thereto, to which the Company is a party, and any memoranda or reports relating thereto, executed or contemplated, such as franchises, licenses, partnership or management agreements, joint ventures, distribution agreements, operating or consulting agreements and any agreements to use intellectual property owned by third parties.

5.3           Any contracts executed or contemplated and memoranda and reports relating to the acquisition or sale of any assets having a value exceeding 1% of total assets of the Company.

5.4           Any agreements with former employees, competitors or others relating to any restrictions upon competition.

5.5           All contracts and agreements between the Company and any employee, director or controlling shareholder or any other interested party or entity in which an employee, director or controlling shareholder has an interest.

5.6           All standard form agreements or other documents used by the Company.

6.             Assets

6.1           List of assets owned or leased by the Company or Guarantor.

6.2           All deeds, leases or options to which the Company or  Guarantor is a party (including leases for office space).

6.3           List of all patents, trademarks, trade names, service marks and copyrights.

6.4           Documents evidencing all patents, trademarks,

                trade names, service marks, copyrights licenses or other contract rights owned or used by the Company.

6.5           List of any trademark or patent applications which are pending review by the U.S. Patent Examiner

7.             Litigation and Legal Affairs

7.1           A current schedule and status report of any litigation, administrative, regulatory or judicial proceeding or governmental investigation or inquiry, pending or threatened, affecting the Company or Guarantor including copies of all correspondence, transcripts, pleadings and motions.

7.2           Documents regarding the Company’s policies and procedures on protection of trade secrets, know-how and other proprietary information.

7.3           Any reports, correspondence, documents or other information from attorneys, appraisers or other regarding the Company’s products, policies and procedures and prospective and current liabilities.

7.4           Any consent decrees, judgments or other decrees or orders, settlement agreements and other similar agreements, other than those covered in item 7.1 hereof, to which the Company or Guarantor is bound.

7.5           Reports, documents and correspondence filed with state or federal regulatory agencies including materials relating to securities, environmental, labor, health and safety laws or antitrust issues.

8.             Marketing, Competition, Publicity, Awards and Information Dissemination

8.1           Significant press releases or speeches by the C

                Company or its representative.

8.2           Newsletter, Catalogues, direct mailing printed, materials, pamphlets, fliers and any other similar publications of the Company

8.3           All material advertising contracts and other arrangements for the promotion of the Company.

9.             Employee – Related  Informations

9.1           Copies of employee stock pension plans, saving plans, pension plans, and incentive stock option plans and any amendment

                thereto.

9.2           All employment agreements and amendments thereto, consulting agreements, professional or management services agreements, and any collective bargaining agreements to which the Company is a party.

9.3           Sample Confidentiality and non-competition agreements signed by employment.

9.4           List of all executive and director compensation, including bonuses, options, deferred compensation pension, retirement, or profit sharing as well as any loan agreements made with directors or officers of the Company.

9.5           Any non-competition agreements with ex-employees.

9.6           Indemnification arrangements with officers and directors of the Company.

9.7           Any reports of memoranda relating to availability of personnel.

9.8           List of key employees and consultants, the role of each, and their prior business history.

9.9           List of any labor difficulties.

10.           Licenses, Accreditations and Certifications

10.1         Current licenses, approvals and certifications of the Company from any trade commissions or other governmental or regulatory agencies.

10.2         Any other governmental permit, consent or regulatory approval.

11.           Operations, Planning and Expansion

11.1         Investigations into or reports regarding the Company from professional standards review organizations and any other federal, state, local agency or regulatory body.

11.2         Productivity, policy and procedure guidelines for the Company.

11.3         All operations and performances review reports, including recommendations and monthly CEO and CFO reports.

11.4         All management, consultants, other agent’s or internal development and planning reports, budgets and plans concerning the operation or expansion of the Company.

12.           Insurance

12.1         Copy of self-insurance plan documents and actuary’s reports, if any.

12.2         All insurance coverage and loss reports, surveys and statistics and risk management reports for the Company.

12.3         List of all insurances policies under which the Company is insured, including key man, liability, directors and officers liability insurance and title insurance, certificates of insurance for all such insurance and copies of such policies.

13.           Tax Matters

13.1         Copies of the Company’s tax returns for any periods still open by statute or otherwise.

13.2         Copies of memoranda and reports prepared in connection with any governmental tax audit.

13.3         Reports of independent public accountants including financial statements such as (a) balance sheets; (b) statements of operations; (c) statements of cash flows; and (d) statements of changes in stockholders’ equity.

14.           Other Material Information

14.1         Any other contract, agreement, memorandum, report, correspondence, survey, study, plan, document or information which is significant with respect to the business of the Company.

14.2         Any adverse changes and other events, including prospective events, with important customers, labor, key executives, potential changes in zoning or land use classifications, and possible changes in laws, regulations, etc.

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