Should you have any questions or require assistance, you may contact the following person

:

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Name:__________________________________________ Telephone: ______________________________________ Fax: ___________________________________________ E-mail: _________________________________________

The required Information, together with a hard copy of this Checklist (bearing your initials and signature) and an electronic version thereof (in Word, Excel or text format), no later than . to the attention of:

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Name:__________________________________________ Telephone:______________________________________ Fax: ____________________________________________ E-mail: _________________________________________

A- Identification of the Company

1 Corporate name: _________________________________ 2 Address:_________________________________________ 3 Mailing address:___________________________________ 4 Main telephone number:___________________________ 5 Main Fax number:_________________________________ 6 Main e-mail address:_______________________________ 7 Other (specify):___________________________________
B- Identification of the Authorized Representative

8 Salutation (Mr., Ms.):______________________________ 9 Representative s first name:________________________ 10 Initial(s):________________________________________ 11 Representative s family name:_______________________ 12 Position held:____________________________________ 13 Telephone number (direct line):_____________________ 14 Telephone number (general):_______________________ 15 Mobile telephone number:_________________________ 16 Pager number:___________________________________ 17 Fax number:_____________________________________ 18 E-mail address (office):______________________________ 19 Telephone number (residence):______________________ 20 E-mail address (residence):__________________________ 21 Other (specify): ___________________________________

Confidential document

Property of Tradebe Corp.

1

NO.

Item Description

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

C- History of the Company 22 Documents relating to the Company s history Pre-incorporation period Early history of the Company Development over the years Current situation - copies of all press releases or clippings related to the Company or its Subsidiaries for the past five years Nature of the services or products offered Other (specify): 23 A schedule of the Company's business locations. Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances or use permits. A schedule of all names under which the Company or its subsidiaries or any predecessors thereof has done business in the past five years the Company's business locations. D- Corporate Information Certificate or Articles Certificate or articles of incorporation of the Company 24 & all Amendments Date of certificate or articles Incorporation date (if different) Corporate name Other versions (French, English, abbreviated, etc.) Incorporating act Place of incorporation (applicable jurisdiction) Incorporation number, registration number, identification number, etc. 25 Certificate(s) or articles of amendment Date of certificate(s) or articles Date of amendment (if different) Summary of amendment 26 Certificate(s) or articles of amalgamation Date of certificate(s) or articles Date of amalgamation (if different) Name of amalgamating companies 27 Structure of share capital Authorized number of shares Classes of shares Rights relating to each class (voting rights, dividend rights, etc.) 28 By-laws (and amendments) General by-law Borrowing by-law Special by-laws Other by-laws Other (specify): 29 Do any of the principals have criminal records? Long from Good Standing Certificate, including payment of taxes for state or incorporation and every state and foreign country in which the Company or its subsidiaries are qualified to do business. Governmental Notices 30 Notice of board membership 31 Notice of head office 32 Other governmental notices 33 Certificate of compliance/certificate of conformity Issued by governmental authorities Up to date (less than 30 days) Declaration of registration, initial declaration, 34 prospectus or other initial document Annual declarations or annual reports filed in the last 35 five (5) years Amending declarations or amended reports filed in 36 the last five (5) years 37 Notice of default Nature of any notice received from the governmental authorities Evidence of default having been remedied Other (specify): Review the company s correspondence with the Securities and Exchange Commission, any national exchange, or state securities commission, other than routine transmittals, for the past five years.  Determine if there are or were any enforcement or disciplinary actions or any ongoing investigations or 38 suggestions of violations by any of these entities. Review any correspondence during the past five years with the Federal Trade Commission, any other governmental agencies or Internal Revenue Service.  Determine if there are any ongoing investigations or 39 suggestions of violations by any of these agencies. Review any required regulatory compliance and verify that necessary Business licenses and permits have been maintained, as well as ongoing filings and 40 reports. If there is a General Service Administration schedule, 41 when does it come up for renewal? Minutes and Resolutions 42 Minutes and resolutions of the incorporators Date of meetings held or resolutions adopted Persons present/absent Waiver of notice of meeting Dissent Signatures Minutes and resolutions of the directors since the 43 incorporation Date of meetings held or resolutions adopted Persons present/absent Waiver of notice of meeting Dissent Signatures Annual meetings Minutes and resolutions of all subcommittees of directors (e.g: executive committee) since the 44 incorporation Date of meetings held or resolutions adopted Persons present/absent Waiver of notice of meeting Dissent Signatures Minutes and resolutions of the shareholders since the 45 incorporation Date of meetings held or resolutions adopted Persons present/absent Waiver of notice of meeting Dissent Signatures Annual meetings Minutes and resolutions of all subcommittees of 46 shareholders since the incorporation Date of meetings held or resolutions adopted Persons present/absent Waiver of notice of meeting Dissent Signatures 47 Written consents from all or part of the directors Consent to telephone meetings Other consents 48 Written consents from all or part of the shareholders Consent to telephone meetings Other consents 49 Other (specify): Incorporators 50 List of incorporators Name, age, address and telephone number Date of birth Social insurance number or social security number Citizenship 51 Other (specify): Directors 52 List of directors Name, age, address and telephone number Date of birth Social insurance number or social security number Citizenship Date became a director Date ceased to be a director 53 Curriculum vitae of each director 54 Other (specify): Senior Executives or Officers 55 List of senior executives or officers Name, age, address and telephone number Date of birth Social insurance number or social security number Citizenship Position held (e.g: president, vice-president, secretary, treasurer, etc.) Date became a senior executive or officer Date ceased to be a senior executive or officer 56 Curriculum vitae of each senior executive or officer 57 Other (specify): Organizational Structure of executive team & duties & responsibilities of each. Shareholders 58 List of shareholders Name, age, address and telephone number Date of birth Social insurance number or social security number Citizenship Number and class of shares held Percentage of shares held Date became a shareholder Date ceased to be a shareholder 59 Curriculum vitae of each shareholder Other (specify): Last five years of annual shareholder reports for the 60 company and its subsidiaries Securities 61 Issued and paid up share capital account Name of the shareholders Number and class of securities held by each Particulars of transactions Other (specify): A schedule of currently projected uses of proceeds to be obtained from the offering and sale of any 62 securities All private placement memoranda, prospectuses, or other documents relating to the offering or acquisition by the company of securities. All reports filed with and correspondence with the Securities and Exchange commission or any state securities commission within the last five years Share Transfers 63 List of share transfers Transfer number Name of transferor Name of transferee Number and class of shares transferred Number of the share certificate in question 64 Other (specify): Indicate whether there are any stockholders or stock certificates whose whereabouts are unknown, or any stockholders from which it will be difficult to obtain approval of the transaction or stock certificates, as appropriate. Share Certificates 65 Outstanding share certificate(s) Certificate number Name of holder Number and class of shares represented by the certificate Restrictions on share transfers (set forth on the certificate) Current location of certificate (if not in the register) 66 Cancelled share certificate(s) Certificate number Name of holder Number and class of shares represented by the certificate Restrictions on share transfers (set forth on the certificate) - for any class of stock Endorsement of certificate Current location of certificate (if not in the register) Other (specify): 67 Stock ledger for the company and its subsidiaries Agreements Relating to Shares of the Company 68 Shareholders agreement: Exists (yes or no) Type of agreement (e.g: unanimous) Name of signing shareholders Signature date Term Intervention by the Company (yes or no) 69 Voting trust and other similar agreements 70 Private placement agreements Agreements relating to the sale of the Company s 71 shares Agreements relating to the issuance or purchase of 72 the Company s shares or subsidiary shares 73 Description of all share purchase plans List of persons (including directors, senior executives, shareholders, employees and persons related to them) who are beneficiaries under any share 74 purchase plan 75 Description of all stock option plans List of persons (including directors, senior executives, shareholders, employees and persons related to them) who are beneficiaries under any stock option 76 plan Other (specify): All private placement memoranda and communications to potential investors relating to the 77 Company or its Subsidiaries Copy of registration rights or preemptive rights agreements Subsidiaries and Other Entities List of companies and other types of businesses in which the Company holds an interest of fifty percent 78 (50%) or more: Name, address and telephone number of companies and other types of businesses in question Nature of their operations Number and class of shares or units held by the Company Percentage of shares or units held by the Company Name, address and telephone number of other shareholders or partners (if any) Name, address and telephone number of directors List of companies and other types of businesses in which the Company holds an interest of less than fifty 79 percent (50%): Name, address and telephone number of companies and other types of businesses in question Nature of their operations Number and class of shares or units held by the Company Percentage of shares or units held by the Company Name, address and telephone number of other shareholders or partners Name, address and telephone number of directors Organization chart showing the relationship between the Company, its subsidiaries and the companies/businesses in which the Company holds an 80 interest List of companies and other types of businesses in which any director, senior executive, shareholder or 81 employee of the Company holds an interest: Name of every director, senior executive, shareholder or employee in question Name, address and telephone number of companies and other types of businesses in question Nature of their operations Number and class of shares or units held by every director, senior executive, shareholder or employee in question Percentage of shares or units held by every director, senior executive, shareholder or employee in question Name, address and telephone number of other shareholders or partners (if any) Name, address and telephone number of directors Organization chart showing the relationship between every director, senior executive, shareholder or employee of the Company and the 82 companies/businesses in which he holds an interest 83 Other (specify): Business or Strategic Plan Up to date version of the Company s business and 84 strategic plans Prior versions of the Company s business plan 85 prepared during the last five (5) years Other (specify): Recent analyses of the Company, its Subsidiary or its industry prepared by investment bankers, engineers, management consultants, accountants, or others including marketing studies, credit reports and any 86 other type of report related to the company Relationships Between Individuals Description of every relationship (family, corporate, financial, or other) between every director, senior executive, shareholder or employee of the Company and the other directors, senior executives, shareholders, employees, customers, suppliers, 87 consultants and subcontractors of the Company 88 Other (specify):
Confidential Document Property of Tradebe Corp.

3

NO.

Item Description

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

Suretyships and Guarantees Granted in Favor of the Company Suretyships, guarantees or other contracts or documents pursuant to which any director, senior executive, shareholder or employee of the Company agreed to act as surety or guarantor of the Company in favor of a third party (e.g: financial institution, 89 supplier, etc.) Suretyships, guarantees or other contracts or documents pursuant to which any subsidiary agreed to act as surety or guarantor of the Company in favor of a third party (e.g: financial institution, supplier, 90 etc.) Suretyships, guarantees or other contracts or documents pursuant to which any surety company agreed to act as surety or guarantor of the Company in favor of a third party (e.g: financial institution, 91 supplier, etc.) Suretyships, guarantees or other contracts or documents pursuant to which any other natural or legal person agreed to act as surety or guarantor of the Company in favor of a third party (e.g: financial 92 institution, supplier, etc.) 93 Other (specify): Corporate Operations List of the states, provinces and countries in which the Company is authorized to carry on its operations List of the states, provinces and countries in which the Company actually carries on its operations Documents relating to all corporate transactions which have been or will be carried out outside the ordinary course of business: Acquisition of a business Disposition of assets Acquisition of assets Corporate reorganization Amalgamation Dissolution etc. Other (specify):

94 95

96 97

98

Numbers Attributed to the Company by Various Governmental Organizations 99 Business number - Fed 100 CIDREQ registration number (Quebec) 101 QST number (Quebec) 102 GST number (Canada) 103 Employer identification Number (USA) 104 Employer number 105 Other (specify): Miscellaneous 106 Corporate records Location of records (if not at the Company s head office) 107 Corporate seal(s) Exist(s) (yes or no) Location of seal (if not at the Company s head office) Valuation reports on the value of the Company s shares, prepared or obtained during the last five (5) 108 years Legal opinion from the Company s lawyers regarding 109 the Company s corporate status Other (specify): All currently effective security agreements covering assets of the Company or its Subsidiaries, such as mortgages, pledges, liens, or security interests in personal property, such as receivables, inventory, 110 assets or equipment. Present or pending joint venture or partnership arrangements, shipping or other transportation agreements or arrangements, sales, supply contracts and purchase contracts of the Company or its Subsidiaries Name and address of each person who has a power of attorney to act on behalf of the Company or any subsidiary, copies of such powers of attorney. Brief description of portfolio investments of the Company (except in subsidiaries), including cost basis and current market value E- Accounting Information List of all accounting firms with which the Company 111 has dealt during the last five (5) years Name, address and telephone number of the firm Name of the person in charge of the Company s file Telephone number (direct) Telecopier number Mobile telephone number Pager number E-mail address Auditor's letters and replies for the past five years. Contract of professional services or professional fees entered into between the Company and any accounting firm during the last five (5) years Financial statements (including the balance sheet and income statement) for the five (5) most recently completed fiscal years Monthly internal financial statements since the end of the most recently completed fiscal year Budget forecasts prepared for the next five (5) fiscal years Budget and budgetary estimate for the current fiscal year List of future obligations not reflected in the most recent financial statements Nature of the obligation Amount involved

112

113 114 115 116 117

Name, address and telephone number of the creditor Description of every reserve established for specific 118 contingencies Detailed description of every disagreement with the Company s accountants regarding financial 119 statements issued during the last five (5) years Documents relating to every change in the accounting methods or accounting principles used which occurred 120 during the last five (5) years Correspondence received from/sent to the Company s 121 accountants during the last five (5) years Other (specify): 122 The Company's credit report, if available. 123 Any projections, capital budgets and strategic plans. 124 Analyst reports, if available. Has an auditor resigned or has the company changed 125 auditors within the past three years? Are there unusually complex business arrangements 126 that do not appear to have a business purpose? Has the company exceeded its loan covenant targets by small amounts? Please document & describe each Have there recently been significant insider stock sales? Is the internal audit team subjected to significant scope restrictions? Are a large proportion of monthly sales completed during the last few days of each month? Has the company tried to sell itself in the past and failed? Has the company received major warnings from regulatory agencies? Does the company manipulate reserve accounts in order to smooth or enhance its reported earnings? Description or basis for establishing bad debt reserves F- Tax Information List of all firms of tax experts with which the 134 Company has dealt during the last five (5) years Name, address and telephone number of the firm Name of the person in charge of the Company s file Telephone number (direct) Telecopier number Mobile telephone number Pager number E-mail address Contract of professional services or professional fees entered into between the Company and any firm of 135 tax experts during the last five (5) years Correspondence received from/sent to the Company s 136 tax experts during the last five (5) years Other (specify): Federal, state, local, and foreign income tax returns 137 for the last three years. 138 States sales tax returns for the last three years. 139 Any audit and revenue agency reports. Any tax settlement documents for the last three 140 years. 141 Employment tax filings for three years. 142 Excise tax filings for three years. 143 Any tax liens. Income Tax 144 Income tax returns for the last five (5) years National Federal Provincial State Other (specify): . Notices of assessment issued by any competent fiscal 145 authority for the last five (5) years Notices of reassessment, additional assessment, corrected assessment or amended assessment, issued by any competent fiscal authority for the last five (5) 146 years Correspondence received from/sent to any competent 147 fiscal authority during the last five (5) years Documents relating to every audit carried out by any competent fiscal authority during the last five (5) 148 years Description of the audit carried out Correspondence received/sent Notices of assessment resulting from any audit Amounts claimed Amounts paid 149 Other (specify): List and describe all pending or threatened disputes with regard to tax matters involving the Company or any of its subsidiaries List of returns and the years thereof that have been audited by federal, state or local tax authorities, and copies of determination letters related thereto Copies of any tax indemnification, tax sharing, or tax allocation agreements involving the Company and other members of an affiliated group, including any joint venture agreements that have the affect of tax allocation agreements, and a statement setting forth how such agreement was carried out for the past five years. Describe and provide copies of all agreements, consents, elections, and waivers filed or made with the IRS or other taxing authorities, including, but not limited to, those relating to I.R.C. (341 and the relevant statutes of limitations). Sales Tax Sales tax declarations or returns prepared during the 150 last five (5) years Notices of assessment issued by any competent fiscal 151 authority during the last five (5) years Notices of reassessment, additional assessment, corrected assessment or amended assessment, issued by any competent fiscal authority for the last five (5) 152 years Correspondence received from/sent to any competent 153 fiscal authority during the last five (5) years Documents relating to every audit carried out by any competent fiscal authority during the last five (5) 154 years Correspondence received/sent Notices of assessment resulting from any audit Amounts claimed Amounts paid 155 Other (specify): Other Taxes, Contributions and Levies (e.g: Unemployment Insurance, Social Security, etc.) Declarations or returns regarding taxes, contributions 156 or levies prepared during the last five (5) years Notices of assessment issued by any competent fiscal 157 authority during the last five (5) years Notices of reassessment, additional assessment, corrected assessment or amended assessment, issued by any competent fiscal authority for the last five (5) 158 years Correspondence received from/sent to any competent 159 fiscal authority during the last five (5) years Documents relating to every audit carried out by any competent fiscal authority during the last five (5) 160 years Correspondence received/sent Notices of assessment resulting from any audit Amounts claimed Amounts paid 161 Other (specify): Tax Credits Applications for tax credits relating to research and 162 development (scientific, experimental, etc.) Governmental confirmations Governmental oppositions 163 Other (specify): G- Financial Information List of all financial institutions with which the 164 Company has dealt during the last five (5) years Name, address and telephone number of the financial institution Name of the person in charge of the Company s file Telephone number (direct) Telecopier number Mobile telephone number Pager number E-mail address 165 List of the Company s bank accounts Location of the bank branch Type of account (current account, checking account, etc.) Account number Transit number Identity of signatories Powers of signatories (alone, jointly, two out of three, limit on amounts, etc.) Monthly bank statements, for each of the Company s bank accounts, received during the last five (5) years Fixed credit agreements (loans) entered into with any financial institution, institutional lender or private lender Variable credit agreements (line of credit) entered into with any financial institution, institutional lender or private lender Immovable hypothec agreements (real estate mortgage agreements) entered into with any financial institution, institutional lender or private lender, or with any other natural or legal person Movable hypothec agreements (personal property mortgage agreements) entered into with any financial institution, institutional lender or private lender, or with any other natural or legal person Financial documents executed by the Company (e.g: acknowledgement of debt, promissory note, letter of credit, etc.) Suretyships entered into with any financial institution, institutional lender or private lender Safety-deposit box rental agreements Certificates of deposit of sums of money, treasury bills and other financial instruments List of corporate credit cards issued in the name of the Company or of any director, senior executive or employee of the Company Name of credit card issuer Type of card (Visa, MasterCard, American Express, Discover, etc.) Credit limit granted Credit card statements and use reports received during the last five (5) years Notice of default (including a formal demand, demand for payment, etc.) regarding any financial obligation assumed by the Company Documents relating to every loan or other form of financial assistance granted by the Company to its parent company or to any subsidiary or other business in which it holds an interest, during the last five (5) years Amount of the loan Terms and conditions of repayment Notice of default sent by the Company Documents relating to every loan or other form of financial assistance granted to the Company by its parent company or by any subsidiary or other business in which it holds an interest, during the last five (5) years Amount of the loan Terms and conditions of repayment Notice of default sent to the Company Documents relating to every loan or other form of financial assistance granted by the Company to any director, senior executive or employee during the last five (5) years Amount of the loan
Property of Tradebe Corp. Initials ( ) 2

127 128 129 130 131 132 133

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Confidential Document

NO.

Item Description Terms and conditions of repayment Notice of default sent by the Company Documents relating to every loan or other form of financial assistance granted to the Company by any director, senior executive or employee during the last 181 five (5) years Amount of the loan Terms and conditions of repayment Notice of default sent to the Company Documents relating to every government subsidy, governmental financial assistance or other governmental assistance received by the Company 182 during the last five (5) years Description Amount Terms and conditions of grant Terms and conditions of payment Terms and conditions of repayment Correspondence received from/sent to the Company s 183 bankers during the last five (5) years Other (specify): A schedule of all indebtedness and contingent 184 liabilities. 185 A schedule of inventory. 186 A schedule of accounts receivable. 187 A schedule of accounts payable. A description of depreciation and amortization methods and changes in accounting methods over the 188 past five years. 189 Any analysis of fixed and variable expenses. 190 Any analysis of gross margins. 191 The Company's general ledger. A description of the Company's internal control 192 procedures. A schedule of fixed assets and the locations thereof. Include a brief description of all prepaid expenses or 193 deferred income items as well 194 All U.C.C. filings. 195 All leases of equipment. A schedule of sales and purchases of major capital 196 equipment during last three years. Verify bank reconciliations for all bank accounts 197 harboring significant cash balances. Determine the days of receivables outstanding and the probable amount of bad debt. Review the bad 198 debt reserve calculation. Obtain a list of all accounts and notes receivable from 199 employees. Obtain a list of all inventory items, and discuss the obsolescence reserve.  Determine the valuation 200 method used. Obtain the current fixed asset listing, as well as depreciation calculations.  Audit the largest items to 201 verify their existence. 202 Appraisal of the value of the fixed assets. Provide an itemized list of all assets that are not 203 receivables or fixed assets. Are there any liens against company assets. Full 204 description. Obtain any maintenance agreements on company 205 equipment. 206 Is there an upcoming need to replace assets? In the last five years, has there been are any plans to 207 close, relocate, or expand any facilities. Itemize all capitalized research and development or 208 software development expenses. Determine the value of any net operating loss carry 209 forward assets. 210 Obtain a list of all accounts payable to employees. 211 Review the terms of any lines of credit. Review the amount and terms of any other debt agreements.  Review covenants in the debt agreements, and determine if the company has breached the covenants in the past, or is likely to do 212 so in the near future. 213 Look for unrecorded debt. Verify wage and tax remittances to all government 214 entities, and that there are no unpaid amounts. Review the sufficiency of accruals for wages, vacation time, legal expenses, insurance, property taxes, and 215 commissions. Obtain copies of all unexpired purchasing 216 commitments (purchase orders, etc.). Obtain audited financial statements for the last three 217 years. Obtain monthly financial statements for the current 218 year. Obtain copies of federal tax returns for the last three 219 years. Determine profitability by product, customer, and 220 segment. 221 What are the revenues and profits per employee? What is direct materials expense as a percentage of 222 revenue? How have revenues, costs, and profits been trending 223 for the past three years? How many staff are directly traceable to the servicing 224 of specific customer accounts? Are there any delayed expenses?  Has the customer avoided necessary maintenance expenditures or wage increases in order to boost profitability? Has the company capitalized a disproportionate amount of expenses? Obtain the budgets for the past three years.  Does the company routinely achieve its budgets, or does it fall short? Construct a cash forecast for the next six months.  Will the company spin off or absorb cash? Review the trend line of work capital for the past year.  How is it changing in relation to total sales? Categorize working capital by segment, product line, and customer.  What parts of the business are absorbing the most cash?

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

225 226

227 228 229

230

Determine historical and projected capital expenditure requirements.  Does the company have enough cash 231 to pay for its capital investment needs? Any presentations given to creditors in connection with obtaining credit or prepared for potential lenders in conjunction with any proposed financings

H- Legal Information List of all law firms with which the Company has dealt 232 during the last five (5) years Name, address and telephone number of the firm Name of the person in charge of the Company s file Telephone number (direct) Telecopier number Mobile telephone number Pager number E-mail address Contract of professional services or professional fees entered into between the Company and any law firm 233 during the last five (5) years Copy of the civil docket of all cases involving the Company or its directors, senior executives, shareholders or employees, in any capacity 234 whatsoever Copy of the civil and criminal docket of all cases involving the Company or its directors, senior executives, shareholders or employees, in any 235 capacity whatsoever Documents relating to every claim (including every action, demand, application for an injunction, proceedings or procedures, whether judicial, quasijudicial, administrative, arbitral or otherwise) made by 236 the Company during the last five (5) years Name of the law firm representing the Company File number Jurisdiction in question (court, location, etc.) Name, address and telephone number of the opposing party Name, address and telephone number of the firm (and the lawyer in charge) representing the opposing party Nature of the legal claim Amount claimed or other relief sought Current status of the file - was it resolved or what is proposed to be resolved Documents relating to every claim (including every action, demand, application for an injunction, proceedings or procedures, whether judicial, quasijudicial, administrative, arbitral or otherwise) made against the Company or its directors, shareholders or 237 employees during the last five (5) years Name of the law firm representing the Company or its directors, shareholders or employees File number Jurisdiction in question (court, location, etc.) Name, address and telephone number of the opposing party Name, address and telephone number of the firm (and the lawyer in charge) representing the opposing party Nature of the legal claim Amount claimed or other relief sought Current status of the file - was it resolved or what is proposed to be resolved Documents regarding out of court settlements, unilateral discharges or mutual discharges, or other documents to which the Company or its directors, shareholders or employees were parties during the 238 last five (5) years Judgments (including orders, injunctions and other types of judgments) rendered in favor of the Company or its directors, shareholders or employees by a tribunal (including any court, administrative tribunal, governmental authority, etc.) during the last 239 five (5) years Name of the law firm representing the Company or its directors, shareholders or employees File number of the file in question Jurisdiction in question (court, location, etc.) Name, address and telephone number of the opposing party Name, address and telephone number of the firm (and the lawyer in charge) representing the opposing party Nature of the legal claim Amount claimed or relief sought Current status of the file (e.g: judgment satisfied, being enforced, opposition to seizure, etc.) Judgments (including orders, injunctions and other types of judgments) rendered against the Company or its directors, shareholders or employees by a tribunal (including any court, administrative tribunal, governmental authority, etc.) during the last five (5) 240 years Name of the law firm representing the Company or its directors, shareholders or employees Name, address and telephone number of the opposing party Name, address and telephone number of the firm (and the lawyer in charge) representing the opposing party Nature of the legal claim Amount claimed or relief sought Current status of the file (e.g: judgment satisfied, being enforced, opposition to seizure, etc.) Demand letters, notices of default, final notices and other documents raising the liability of the Company or its directors, shareholders or employees, and potentially leading to the institution of legal proceedings against any one of them, received during 241 the last five (5) years Legal opinions prepared by any lawyer or law firm regarding the actual, potential or threatened liability of the Company or its directors, shareholders or employees in any potential or existing dispute, during 242 the last five (5) years Correspondence received from/sent to the Company s 243 lawyers during the last five (5) years Opinion letters sent by any of the Company s lawyers to the Company s accountants during the last five (5) 244 years Other (specify): 245 A schedule of all pending litigation. 246 A description of any threatened litigation. Copies of insurance policies possibly providing 247 coverage as to pending or threatened litigation. Documents relating to any injunctions, consent decrees, or settlements to which the Company is a 248 party. 249 A list of unsatisfied judgments. Obtain certificates of good standing for the company 250 and all significant subsidiaries. Obtain a list of all states in which the company is qualified to do business and a list of those states in which it maintains significant operations.  Determine if there is any state where the company is not 251 qualified but should be qualified to do business Obtain the minutes of the Executive Committee and Audit Committee for the past five years, as well as the minutes of any other special Board committees.  Default or termination provisions Restrictions on company action Consent requirements Termination provisions in employment contracts Ownership of technology documents Cancellation provisions in major supply and customer contracts Unusual warranties or the absence of protective provisions

252 253 254 255 256 257 258 259

Obtain copies of all asset leases, and review for term, 260 early payment, and bargain purchase clauses. Obtain copies of all office space lease agreements, 261 and review for term and renewal provisions. Provide the terms of any outbound or inbound royalty 262 agreements. Was any company software (either used internally or resold) obtained from another company?  If so, what are the terms under which the code is licensed?  Are 263 there any associated royalty payments? Provide copies of all legal invoices for the past two 264 years. Review all pending and threatened legal proceedings to which the company or any of its subsidiaries is a party.  Describe principal parties, allegations, and relief sought.  This includes any governmental or environmental proceedings.  Obtain copies of existing consent decrees or significant settlement agreements 265 relating to the company or its subsidiaries. If the company is publicly held, obtain all periodic filings for the past five years, including the 10-K, 10266 Q, 8-K, and Schedule 13D. Provide all annual and quarterly reports to 267 shareholders. Review the auditors letter to management concerning internal accounting controls and procedures, as well 268 as any management responses. Provide any press releases or articles about the 269 company within the past year. Review title insurance for any significant land parcels 270 owned by the company. List and description of all significant oral contracts and commitments All current effective guarantees given by the Company concerning the payment or performance of obligations of third parties

I- Compliance With Laws List of applications for licenses, permits and other authorizations allowing the Company to operate its 271 business alone or with others List of licenses, permits and other authorizations allowing the Company to operate its business alone or 272 with others 273 Business tax statements for the last five (5) years Business licenses, operating permits and other authorizations issued by any governmental authority (municipal, regional, state, provincial, etc.) Name of issuer Name of beneficiary Name, address and telephone number of the guarantor (if applicable) Effective date Term Operations in question Licenses, permits or exemptions issued under any legislation regarding securities (including all laws, regulations, decrees, orders, etc.) Licenses, permits or exemptions issued under any legislation regarding investments (including all laws, regulations, decrees, orders, etc.) Licenses, permits or exemptions issued under any legislation regarding competition (including all laws, regulations, decrees, orders, etc.)

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Licenses, permits or exemptions issued under any legislation regarding consumer protection (including 278 all laws, regulations, decrees, orders, etc.) Licenses, permits or exemptions issued under any other legislation (including all laws, regulations, 279 decrees, orders, etc.) Prior notices, official reports, notices of default, notices of violation, warnings, summons, orders, orders to appear, fines, legal notices, judicial notices, or any other instrument or procedure issued by a competent authority in virtue of, or pursuant to the 280 violation of any legislation

Confidential Document

Property of Tradebe Corp.

Initials (

)

3

NO.

Item Description

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

Documents relating to any investigation, examination, inspection or other procedure carried out during the 281 last five (5) years under any applicable legislation 282 Other (specify): J- Intellectual Property Review all current patent, trademark, service mark, trade name, and copyright agreements, and note 283 renewal dates. Obtain an itemization of all pending patent 284 applications. 285 Determine annual patent renewal costs. 286 Determine the current patent-related revenue stream. Document the patent application process.  Have any 287 potential patents not been applied for? List all trademark and service mark registrations and pending applications for registration.  Verify that all affidavits of use and renewal applications have been filed, and prosecution of all pending applications is 288 current. List all unregistered trademarks and service marks 289 used by the organization. Collect and catalog copies of all publications and check for unlisted trademarks and service marks, 290 proper notification. 291 List all copyright registrations. 292 List all registered designs. Does the company have any information that provides a competitive advantage?  If so, verify that the 293 information is marked as confidential. Have all employees executed Invention Assignment 294 and Confidentiality agreements? Obtain copies of all licenses of intellectual property in 295 which the company is the licensor or licensee. List all lawsuits pertaining to intellectual property in 296 which the organization is a party.

Trademarks List of trademarks (whether or not registered) used by the Company in any country. Schedule of 297 trademarks and trade names. location of first use date of first use Registration certificates for trademarks used by the 298 Company Countries in which each of the trademarks is registered Registration date Registration number Name of registered owner(s) Name of previous owner(s) (if applicable) Description of the wares/services covered by the trademark Applications for registration of the trademarks used 299 by the Company Countries in which each of the applications for registration was filed for purposes of registration Filing date of the application for registration Number of the application for registration Name of owner-applicant(s) Description of the wares/services covered by the application for registration Current status of the file 300 List of the Company s proposed trademarks Licenses (e.g: user license) granted by the Company 301 to third parties 302 Technical documents relating to any trademark Assignment of rights agreements entered into 303 between the Company and third parties Documents relating to any claim or complaint of trademark infringement made by the Company 304 against third parties Documents relating to any claim or complaint of trademark infringement made against the Company 305 by third parties Other (specify): 306 307 A description of important technical know-how. A description of methods used to protect trade 308 secrets and know-how. 309 Any "work for hire" agreements. A schedule and copies of all consulting agreements, agreements regarding inventions, and licenses or assignments of intellectual property to or from the 310 Company. A schedule and summary of any claims or threatened claims by or against the Company regarding 311 intellectual property. Copyrights List of copyrights (whether or not registered) owned 312 by the Company in any country Registration certificates for copyrights owned by the 313 Company Countries in which each of the copyrights is registered Registration date Registration number Name of author(s) Name of registered owner(s) Name of previous owner(s) (if applicable) Description of the work covered by the copyright Applications for registration of the copyrights owned by the Company Countries in which each of the applications for registration was filed Filing date of the application for registration Number of the application for registration Name of author(s) Name of owner-applicant(s) Description of the work covered by the copyright Current status of the file Licenses (e.g: user license) granted by the Company to third parties Technical documents relating to any copyright Assignment of rights agreements entered into between the Company and third parties Documents relating to any claim or complaint of copyright infringement made by the Company against third parties Documents relating to any claim or complaint of copyright infringement made against the Company by third parties Other (specify):

314

315 316 317

318

319 320

Patents List of patents (whether or not registered) owned by 321 the Company in any country Registration certificates for patents owned by the 322 Company Countries in which each of the patents is registered Registration date Registration number Name of inventor(s) Name of registered owner(s) Name of previous owner(s) (if applicable) Description of the invention covered by the patent Applications for registration of patents Countries in which each of the applications for registration was filed Filing date of the application for registration Number of the application for registration Name of inventor(s) Name of owner-applicant(s) Description of the invention covered by the patent application Current status of the file Licenses (e.g: user license) granted by the Company to third parties Technical documents relating to any patent Assignment of rights agreements entered into between the Company and third parties Documents relating to any claim or complaint of patent infringement made by the Company against third parties Documents relating to any claim or complaint of patent infringement made against the Company by third parties Other (specify): Any patent clearance documents.

323

324 325 326

327

328 329 330

Industrial Designs List of industrial designs (whether or not registered) 331 owned by the Company in any country Registration certificates for industrial designs owned 332 by the Company Countries in which each of the industrial designs is registered Registration date Registration number Name of author(s) Name of registered owner(s) Name of previous owner(s) (if applicable) Description of the industrial design Applications for registration of the industrial designs 333 held by the Company Countries in which each of the applications for registration was filed Filing date of the application for registration Number of the application for registration Name of author(s) Name of owner-applicant(s) Description of the industrial design Current status of the file Licenses (e.g: user license) granted by the Company 334 to third parties 335 Technical documents relating to any industrial design Assignment of rights agreements entered into 336 between the Company and third parties Documents relating to any claim or complaint of industrial design infringement made by the Company 337 against third parties Documents relating to any claim or complaint of industrial design infringement made against the 338 Company by third parties 339 Other (specify): Trade Secrets List of trade secrets owned by the Company in any 340 country 341 Name of persons having knowledge thereof Licenses (e.g: user license) granted by the Company 342 to third parties Licenses (e.g: user license) granted to the Company 343 by third parties Assignment of rights agreements entered into 344 between the Company and third parties 345 Technical documents relating to any trade secret Documents relating to any claim or complaint of trade secret infringement made by the Company against 346 third parties Documents relating to any claim or complaint of trade secret infringement made against the Company by 347 third parties 348 Other (specify): Technological Processes List of technological processes owned by the 349 Company in any country 350 Name of persons having knowledge thereof Licenses (e.g: user license) granted by the Company 351 to third parties Licenses (e.g: user license) granted to the Company 352 by third parties Technical documents relating to any technological 353 process Assignment of rights agreements entered into 354 between the Company and third parties Documents relating to any claim or complaint of infringement of a technological process made by the 355 Company against third parties Documents relating to any claim or complaint of infringement of a technological process made against 356 the Company by third parties 357 Other (specify): Product Development: Obtain a list of development projects in the product pipeline.  What is the estimated remaining time and 358 expense required to launch each one? What attributes make the company s new products 359 unique? Have any products been in the development pipeline for a long time, and have no immediate prospects for 360 product launch? Who are the key development personnel?  What is 361 their tenure and educational background? Does the company primarily use incremental product improvements, or engage in major new product 362 development projects? How much money is invested annually in development?  As a proportion of sales?  How does this spending compare to that of competitors? Does the company have a history of issuing inadequately engineered products that fail?  Is this finding supported by warranty claim records? Is there a product development plan?  Does it tend to target low-cost products, ones with special features, or some other strategy?  How closely does the development team adhere to it? Does the company use target costing to achieve predetermined profitability targets? Does it design products that avoid constrained resources?

363

364

365 366 367

Other Intellectual Property Rights List of other intellectual property rights held by the 368 Company in any country (e.g: user licenses) 369 Licenses granted by third parties 370 Sub-licenses granted by third parties Technical documents relating to any other intellectual 371 property right Documents relating to any claim or complaint of infringement of intellectual property rights made by 372 the Company against third parties Documents relating to any claim or complaint of infringement of intellectual property rights made 373 against the Company by third parties 374 Other (specify): Confidentiality and Non-Disclosure Confidentiality and non-disclosure agreements signed by third parties in favor of the Company during the 375 last five (5) years Directors Senior executives Employees Shareholders Consultants Subcontractors Suppliers Etc. Confidentiality and non-disclosure agreements signed by the Company in favor of third parties during the 376 last five (5) years Company policies regarding confidentiality and nondisclosure of information belonging to the Company Documents relating to any claim or complaint of breach of confidentiality agreements made by the Company against third parties Documents relating to any claim or complaint of breach of confidentiality agreements made against the Company by third parties Other (specify):

377

378

379 380

Miscellaneous List of persons who contributed to the development 381 of the Company s intellectual property: Name, address and telephone number Description of involvement Curriculum vitae Relevant documents relating to any claim which a person (e.g: employee, subcontractor, etc.) is asserting or may assert with respect to any intellectual property right that the Company claims to 382 own Confidentiality, non-disclosure or other agreements relating to one or more of the Company s intellectual 383 property rights Non-compete or other agreements relating to one or more of the Company s intellectual property rights Other agreements relating to one or more of the Company s intellectual property rights Opinions given by lawyers or other professionals with respect to any intellectual property right of the Company or any liability of the Company with respect to any intellectual property right, during the last five (5) years Other (specify):

384 385

386 387

K- Machinery, Tools and Equipment Rolling Stock List of rolling stock (e.g: automobiles, trucks, trailers, 388 etc.) Make Model Year Serial number License plate number Name of registered owner Equipment added Other (specify): 389 Rolling stock acquisition agreements Acquisition date Amount paid
Confidential Document Property of Tradebe Corp. Initials ( ) 4

NO. Depreciation

Item Description

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

Valuation (liquidation value, replacement cost, etc.) 390 Rolling stock rental agreements 391 Rolling stock leasing agreements 392 Rolling stock registration certificates 393 Notices of default received by the Company Other (specify): A list of any leased equipment - provide copies and 394 terms of all leases Tools 395 List of tools 396 Tool acquisition agreements Acquisition date Amount paid Depreciation Valuation (liquidation value, replacement cost, etc.) Tool rental agreements Tool leasing agreements Notices of default received by the Company Other (specify):

397 398 399 400

Equipment (Other Than Computer Hardware) 401 List of equipment 402 Equipment acquisition agreements Acquisition date Amount paid Depreciation Valuation (liquidation value, replacement cost, etc.) Equipment rental agreements Equipment leasing agreements Maintenance, service and support contracts Notices of default received by the Company Other (specify):

403 404 405 406 407

L- Products and Services 408 List of products manufactured by the Company Brand Model Technical description Product number 409 List of products offered by the Company Brand Model Technical description Product number 410 List of services offered by the Company Description Service number (if applicable) 411 Price list for products offered 412 Price list for services offered 413 List of products in inventory 414 List of obsolete products in inventory Acquisition agreements relating to products in 415 inventory 416 Supply contracts entered into with suppliers 417 Notices of default received by the Company 418 Other (specify): A list of all existing products or services and products 419 or services under development. Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any 420 Company's products or services. 421 A summary of all complaints or warranty claims. A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under 422 development. Review any branding strategy documents.  Does the 423 company have a long-term plan for brand support? Review budgeted and actual expenditures for customer support, marketing, and quality assurance 424 related to branding. 425 What types of advertising and promotion are used? Ensure that the company has clear title to any 426 branded names. How well is the brand supported on the company 427 Web site? Note the amount and trend of any legal fees needed 428 to stop brand encroachment. M- Computer 429 List of computer equipment 430 List of software used Name of software Version name or number Serial number Type de version (single workstation, network) 431 Computer equipment acquisition agreements 432 Computer equipment rental agreements 433 Computer equipment leasing agreements 434 Software acquisition agreements 435 Software end-user license agreements 436 Computer maintenance, service and support contracts 437 Notices of default received by the Company Company policy(ies) regarding the use of computer 438 equipment 439 Company policy(ies) regarding the use of software Documents relating to the development of any 440 software Other (specify): What systems use third-party software, and which ones use custom-built solutions?  List all 3rd party 441 software Are the third-party systems licensed or under maintenance contracts, and are the most recent versions installed? List Versions for each & fees for all 442 licensing & maintenance contracts To what degree have third-party systems been modified?  Have they been so altered that they can 443 no longer be upgraded? Are user computers monitored for unauthorized 444 software installations? Are software copies secured and only released with 445 proper authorization? What is the level of difficulty anticipated to integrate 446 the company s databases into another system? Are there adequate backup systems in place with offsite storage, both for the corporate-level databases 447 and for individual computers? Describe What is the level of security required for access to the 448 company s servers? N- Immovables Immovables Owned by the Company 449 List of immovables owned by the Company 450 Acquisition agreements for each immovable Hypothecary agreements (real estate mortgage 451 deeds) affecting each immovable Renewal of hypothecary agreements (real estate 452 mortgage deeds) Deeds of servitude (deeds of easement) affecting 453 each immovable 454 Up to date certificates of location for each immovable Valuation reports on the immovables, obtained or 455 prepared during the last five (5) years 456 Title search reports on the immovable 457 Extract of the land register for each immovable Real estate, municipal, school, business and other tax 458 statements for the last five (5) years List of real estate owned, leased, or used by the Company, stating whether owned or leased (whether lessor or lessee) and brief description of property, structures, zoning, estoppel letters, reversions or remainders, lease provisions (including assignment and renewal), use, and location; furnish copies of mortgages, deeds, surveys, maps, profits, rights of way, easements, leases, and other contracts. Correspondence regarding the immovables received from/sent to the municipality, including all notices of default or non-compliance, during the last five (5) 459 years Lease agreements for any item leased by the Company and located in or on any immovable (e.g: 460 water heater, trash container, etc.) Construction, improvement, renovation, expansion, demolition or other agreements (including all tenders) relating to work carried out or to be carried out in or 461 on the immovables during the last five (5) years 462 Other (specify): Immovables Leased by the Company (as Lessor) List of immovables (or portions thereof) leased by the 463 Company, in its capacity as lessor Lease agreements for each of the said immovables 464 (or portions thereof) 465 Lease renewal or non-renewal agreements 466 Notices of default relating to any lease Ancillary documents relating to each of the said 467 immovables (or portions thereof) Letters of understanding Addenda By-Laws of the immovable 468 Other (specify): Copies of zoning variances and local permits List of agreements with railroads, pipeline agreements, agreements relating to water rights, mining claims, and royalty agreements Immovables Leased by the Company (as Principal Lessee) List of immovables (or portions thereof) leased by the 469 Company, in its capacity as principal lessee Address of the immovable Name, address and telephone number of the owner of the immovable Lease agreements for each of the said immovables 470 (or portions thereof) 471 Lease renewal or non-renewal agreements 472 Notices of default relating to any lease Ancillary documents relating to each of the said 473 immovables (or portions thereof) Letters of understanding Addenda By-Laws of the immovable 474 Extract of the land register for each immovable Real estate, municipal, school, business and other tax 475 statements for the last five (5) years Correspondence regarding the immovables received from/sent to the municipality, including all notices of default or non-compliance, during the last five (5) 476 years Lease agreements for any item leased by the Company and located in or on any immovable (e.g: 477 water heater, trash container, etc.) Construction, improvement, renovation, expansion, demolition or other agreements (including all tenders) relating to work carried out or to be carried out in or 478 on the immovables during the last five (5) years 479 Other (specify): Immovables Leased by the Company (as Sub lessee) List of immovables (or portions thereof) subleased by 480 the Company, in its capacity as sub lessee Address of the immovable Name, address and telephone number of the sublessor Name, address and telephone number of the owner of the immovable Sublease agreements for each of the said immovables 481 (or portions thereof) 482 Sublease renewal or non-renewal agreements 483 Notices of default relating to any sublease Ancillary documents relating to each of the said 484 immovables (or portions thereof) Letters of understanding Addenda By-Laws of the immovable 485 Extract of the land register for each immovable Real estate, municipal, school, business and other tax 486 statements for the last five (5) years Correspondence regarding the immovables received from/sent to the municipality, including all notices of default or non-compliance, during the last five (5) 487 years Lease agreements for any item leased or subleased by the Company and located in or on any immovable 488 (e.g: water heater, trash container, etc.) Construction, improvement, renovation, expansion, demolition or other agreements (including all tenders) relating to work carried out or to be carried out in or 489 on the immovables during the last five (5) years 490 Other (specify): O- Insurance List of all insurance companies with which the 500 Company has dealt during the last five (5) years Name, address and telephone number of the insurance company Name, address and telephone number of the insurance broker Name of the person in charge of the Company s file Telephone number (direct) Telecopier number E-mail address Insurance policy(ies) covering the Company s 501 movable property (personal property) Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Insurance policy(ies) covering the Company s rolling 502 stock (e.g: cars, trucks, etc.) Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Insurance policy(ies) covering the Company s 503 immovable property (real property) Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Title insurance policy(ies) covering the Company s 504 immovables Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Insurance policy(ies) covering the Company s public 505 liability Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Insurance policy(ies) covering the Company s 506 professional liability Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Business interruption insurance policy(ies) covering 507 the Company s operations Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Insurance policy(ies) covering the liability of the 508 Company s directors and officers Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Life insurance or disability policy(ies) covering the Company s employees (including the directors and 509 officers) Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Insurance policy(ies) covering the health (e.g: dental, eye, medication, hospitalization, etc.) of the Company s employees (including the directors and 510 officers) Name of the insurance company Name of the insurance broker Amount of coverage Premium payable Name, address and telephone number of beneficiaries Insurance policy(ies) covering environmental liability 511 (including the directors and officers) Name of the insurance company Name of the insurance broker
Confidential Document Property of Tradebe Corp. Initials ( ) 5

NO.

Item Description Amount of coverage Premium payable

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

Name, address and telephone number of beneficiaries 512 All other individual or group insurance policies Documents relating to every insurance claim made 513 during the last five (5) years 514 Other (specify): A schedule and copies of the Company's general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker's compensation, and other insurance. A schedule of the Company's insurance claims history for past three years. Is there a risk management officer?  What is this person s job description? Does the company have an overall risk mitigation plan that it updates regularly? Review all corporate insurance, using a schedule from the company s insurance agency.  If there is material pending litigation, determine the extent of insurance coverage and obtain insurance company confirmation.  Note whether insurance terms are for claims made or claims incurred, as well as the amounts of deductibles. Have aggregate insurance amounts been penetrated, or is there is history of coming close to the aggregate totals? Have there been substantial premium adjustment in the past? To what extent does the company self-insure its activities?  Are there uninsured risks that the company does not appear to be aware of or is ignoring.

515 516 517 518

519

520 521

522

P- Internet 525 List of URLs linked to the Company s Web site List of URLs (other than those linked to the 526 Company s Web site) which belong to the Company Contracts, letters of understanding or correspondence establishing or confirming any agreement with a third party regarding the Company s Web site (e.g: design, hosting, maintenance, etc.) or regarding any business operations or activities involving the Company or its 527 Web site, services or products 528 List of e-mail addresses used Contracts, letters of understanding or correspondence establishing or confirming any agreement with an Internet service provider regarding, among other 529 things, hosting of the Company s Web site Notice of default, formal demand or other complaint document potentially affecting the use, ownership or 530 enjoyment of the Web site or the e-mail addresses 531 532 Other (specify): Does the company use the Internet for internal use as an interactive part of operations?  What functions are 533 used in this manner? Has the company s firewall ever been penetrated, and how sensitive is the information stored on the 534 company network s publicly available segments? Does the company provide technical support 535 information through its Web site? Are Web site usage statistics tracked?  If so, how are 536 they used for management decisions? In what way could operational costs decrease if the company s customers interacted with it through the 537 Internet? Q- Environment List of employees with technical or legal skills related 550 to the environment Investigation of a contaminated or potentially contaminated site Determination of the Company s liability regarding its operations and their impact on the environment 551 List of underground reservoirs Description and contents of the reservoir Age of the reservoir Condition of the reservoir Surveys of the soil, subsoil or immovables and other surveys carried out by a government agency or by 552 experts during the last five (5) years Reports or correspondence related to environmental inspections, examinations or analyses (including impact studies, characterization studies, etc.) carried 553 out during the last five (5) years Licenses, permits, manifests, authorizations, certificates or exemptions issued under any environmental quality or environmental protection legislation (including all laws, regulations, decrees, 554 orders, etc.) Documents relating to the disposal of contaminated 555 soil or hazardous waste 556 Company policy regarding environmental protection Recycling Waste disposal All reports, studies, and reviews related to the potential effect on the Company or its Subsidiaries, individually or collectively, of any pending or proposed Federal or State or County regulations or regulatory changes. Contracts for services, and service, maintenance and other contracts entered into with any environmental 557 consultant Prior notices, official reports, notices of default, notices of violation, warnings, summons, orders, orders to appear, fines, legal notices, judicial notices, or any other instrument or procedure issued by a competent authority in virtue of, or pursuant to the violation of any environmental quality or protection 558 legislation, received during the last five (5) years Agreements entered into with the government or any government agency during the last five (5) years Contracts relating to any environmental work performed Documents relating to any complaint made against the Company by a third party (e.g: neighbor) regarding an environmental problem Other (specify): Environmental audits, if any, for each property leased by the Company or its Subsidiaries. A listing of hazardous substances used in the Company's operations. A description of the Company's disposal methods. A list of environmental permits and licenses. Copies of all correspondence, notices and files related to EPA, state, or local regulatory agencies. A list identifying and describing any environmental litigation or investigations. A list identifying and describing any known superfund exposure. A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations. Copies of any governmental licenses, permits or consents.

559 560

561 562 563 564 565 566 567 568 569

570 571

Review any correspondence during the past five years with the Environmental Protection Agency, State or County Regulatory Agencies, Occupational Safety and Health Administration or Dept of Transportation.  Are there any ongoing investigations or suggestions of 572 violations by any of these agencies. All recent and current compliance orders, notices of noncompliance or violations, fines, penalties, citations, or complaints for failure by the Company or any of its subsidiaries to comply with applicable law, including without limitation, food, drug laws, environmental laws, consumer laws, occupational Health and safety laws, labors laws, consumer laws, and all measures to insure compliance. All pollution control capital expenditure reports (including budget requests) for the past five years. All annual reports or other documents related to hazardous waste or pesticide management over the past five years All documents relating to equipment using PCB's, spills of PCB's, or worker exposure to PCB's, and all documents relating to existence or removal of asbestos. All documents or notices related to any customer or employee related matters concerning exposure to any chemicals at this Company site or subsidiaries sites R- Operations 600 List of all the Company s places of business Complete address Telephone number(s) Telecopier number(s) Name of the person in charge Acquisition, lease or leasing agreements relating to 601 items with a value greater than $3,000 Offers or promises to purchase, whether or not accepted, relating to items with a value greater than 602 $3,000 Cooperative, joint venture, strategic alliance, partnership, cooperation and other agreements entered into between the Company and third parties Consignment or conditional sale agreements Contracts with any agent, agency, broker or brokerage firm Organization chart or internal organization plan of the Company (e.g: by sector, division, plant, etc.) Studies, memos, reports and other documents regarding the market in which the Company operates or may operate Documents relating to foreign operations Contracts entered into outside the ordinary course of business during the last five (5) years Documents relating to any certification granted to the Company (e.g: ISO) Documents relating to every warranty granted by the Company on the products sold by it Other (specify): Determine the facility overhead cost required for minimum, standard, and maximum capacity. Ascertain the amount of capital replacements needed in the near future. Determine the periodic maintenance cost of existing equipment. Determine the maximum sustainable production capacity by production line. Estimate the cost of modifications needed to increase the capacity of each production line or facility. Does the company have a push or pull manufacturing system? Does the company practice constraint management techniques? Does the company use work cells or continuous assembly lines? Is there an adequate industrial engineering staff?  Does it have an ongoing plan for process improvement? What is the production area safety record?  What types of problems have caused safety failures in the past?

603 604 605 606

607 608 609 610 611 612 613 614 615 616

617 618 619 620

621

622

623 What issues have caused shipping delays in the past? What is the history of product rework, and why have 624 rework problems arisen?

S- Franchise Franchise agreements entered into between the Company and any franchisor Other contracts or documents ancillary to a franchise agreement Operations manuals provided by the franchisor Notices of default received from franchisors Other (specify):

650 651 652 653 654

T- Marketing Press releases issued by the Company during the last five (5) years Newspaper and magazine articles relating to the Company during the last five (5) years Reference letters and written testimonials from customers Advertising pamphlets and other promotional documents Printed advertisements Media plan Advertising agreements entered into during the last five (5) years Studies, surveys and inspections carried out during the last five (5) years List of associations, chambers of commerce and other organizations to which the Company belongs or to which any director, senior executive, shareholder or employee belongs as a representative of the Company List of telephone numbers used by the Company Regular line(s) Toll free line(s) (for callers) Mobile telephone(s) Pager(s) Other Contracts and invoices relating to the said telephone numbers Regular line(s) Toll free line(s) (for callers) Acquisition agreements relating to any telephone system Maintenance agreements relating to any telephone system Agreement for services with any call centre List of telecopier numbers used by the Company Contracts and invoices relating to the said telecopier numbers Acquisition agreements relating to any telecopier system Maintenance agreements relating to any telecopier system Notice of default, formal demand or other complaint document potentially affecting the use, ownership or enjoyment of the said telephone and telecopier numbers Other (specify): What is the size of the market? How is the market segmented? What is the market s projected growth and profitability? What are the factors affecting growth and profitability? What are the trends in the number of competitors and their size, product innovation, distribution, finances, regulation, and product liability?

675 676 677 678 679 680 681 682

683 684

685

686 687 688 689 690 691 692

693 694 695 696 697 698

699

Obtain a list of all customers who have stopped doing 700 business with the company in the last three years. Determine the amount of ongoing maintenance 701 revenue from standard products. Obtain copies of all outstanding proposals, bids, and 702 offers pending award. Obtain copies of all existing contracts for products or services, including warranty and guarantee work. What is the sales strategy (e.g., add customers, increase support, increase penetration into existing customer base, pricing, etc.). What is the structure of the sales organization?  Are there independent sales representatives? Obtain the sales organization chart.

703

704 705 706

707 How many sales personnel are in each sales position? 708 What is the sales force s geographic coverage? What is the sales force s compensation, split by base 709 pay and commission? 710 What was the sales per salesperson for the past year? What was the sales expense per salesperson for the 711 past year? What is the sales projection by product for the next 712 12 months? Into what category do customers fall end users, 713 retailers, OEMs, wholesalers, and/or distributors? How many customers are there for each product, 714 industry, and geographic region? 715 What is the average order size? Does the company have an Internet store?  Does the site accept on-line payments and orders?  What percentage of total sales come through this medium? What is the structure of the technical support group?  How many people are in it, and what is their compensation? Does the company use e-mail for marketing notifications to customers? What are the proportions of sales by distribution channel? How many customers can the company potentially market its products to?  What would be the volume by customer? What is the company s market share?  What is the trend? Are there new markets in which the products can be sold?
Property of Tradebe Corp. Initials ( ) 6

716

717 718 719

720 721 722

Confidential Document

NO. Item Description 723 Any supply or service agreements. A description or copy of the Company's purchasing 724 policies. 725 A description or copy of the Company's credit policy. 726 A schedule of unfilled orders. A list and explanation for any major customers lost 727 over the last two years. All surveys and market research reports relevant to 728 the Company or its products or services. The Company's current advertising programs, marketing plans and budgets, and printed marketing 729 materials. 730 A description of the Company's major competitors.

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

U- Clientele 750 List of the Company s customers Name, address and telephone number of the customer Name of the customer s authorized representative Annual sales figures for the last five (5) years Terms and conditions of payment granted List of contracts entered into with the government or 751 with any government agency Supply contracts, contracts for services and other contracts entered into with the government or any 752 government agency, during the last five (5) years 753 Company policies regarding credit 754 Company policies regarding collections 755 Line of credit agreements 756 List of accounts receivable Age (current, 30 days, 60 days, etc.) Amount Notices of default sent to customers during the last 757 five (5) years 758 Documents relating to provisions for bad debts Agreements or undertakings not to solicit customers 759 signed by third parties in favor of the Company Agreements or undertakings not to solicit customers 760 signed by the Company in favor of third parties Correspondence sent to/received from any customer regarding problems relating to the services/products provided by the Company during the last five (5) 761 years Other (specify): How concentrated are sales among the top 762 customers? What is the distribution of sales among the various 763 products and services? 764 What is the current sales backlog by customer? What is the seasonality of sales?  Are sales unusually 765 subject to changes in the business cycle? What is the financial condition of key customers?  Does it appear that their businesses are sufficiently robust to continue supporting purchases from the 766 company? How long has the company had sales relationships 767 with its key customers? How profitable is each of the key customer accounts?  Do any customers require a disproportionate amount 768 of servicing, or require special terms and conditions? Itemize any customer contracts that are coming up for renewal, and likely changes to the key terms of 769 those agreements. Is there a history of complaints from any customers?  How profitable are the customers who appear to be 770 the most dissatisfied? V- Suppliers, Subcontractors and Consultants List of the Company s suppliers, subcontractors and consultants Name, address and telephone number of the supplier, subcontractor or consultant Name of its authorized representative Nature of the products/services in question Annual volume of purchases Terms and conditions of payment granted Line of credit agreements List of accounts payable Age (current, 30 days, 60 days, etc.) Amount Notices of default received by the Company during the last five (5) years Supply contracts (whether or not exclusive) entered into with suppliers Contracts for services, and maintenance, service and other contracts relating to obligations to be performed at regular intervals Contracts for services entered into with subcontractors

800

801 802

803 804

805 806

807 Consulting agreements entered into with consultants Distribution agreements (whether or not exclusive) 808 entered into with distributors 809 Selling agency agreements 810 Outsourcing agreements Contracts (including purchase orders) involving a disbursement exceeding $ per year for a 811 period of more than one year. Correspondence sent to/received from any supplier, consultant or subcontractor regarding problems relating to the services/products provided by it during 812 the last five (5) years Documents relating to liability arising from defective 813 products Opinions, reports or studies prepared by any expert 814 at the Company s request: Lawyer Accountant Tax expert Environmental advisor Engineer Appraiser Actuary Insurance broker Land surveyor Other (specify) 815 Other (specify): A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of 816 all related agreements. Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates. All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party. All security agreements, mortgages, indentures, collateral pledges, and similar agreements. All guaranties to which the Company is a party. Any installment sale agreements. Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements. Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years. Any options and stock purchase agreements involving interests in other companies. The Company's standard quote, purchase order, invoice and warranty forms. All nondisclosure or noncompetition agreements to which the Company is a party. All other material contracts.

817

818 819 820 821

822

823 824 825 826 827

W- Employees 850 The Company's organizational chart. Documents relating to the process of recruiting, hiring, evaluating, promoting, transferring, laying off 851 and dismissing employees List of the Company s employees (including senior 852 executives and directors) Name, age, address and telephone number Date of hire Position held Type of position (e.g: permanent, part-time, casual, etc.) Description of tasks Employment history (promotions, etc.) Current remuneration (salary, commissions, bonuses, stock options, etc.) Employee benefits and other benefits Current status (e.g: working, sick leave, etc.) Training records List of the Company s key employees (including senior 853 executives and directors) Name, age, address and telephone number Date of hire Position held Type of position (e.g: permanent, part-time, casual, etc.) Description of tasks Employment history (promotions, etc.) Current remuneration (salary, commissions, bonuses, stock options, etc.) Employee benefits and other benefits Training Records List of employees currently on sick leave or disability leave (including senior executives and directors) Name, address and telephone number Date of hire Position held Type of position (e.g: permanent, part-time, casual, etc.) Description of tasks Employment history (promotions, etc.) Current remuneration (salary, commissions, bonuses, stock options, etc.) Employee benefits and other benefits Training Records List of employees laid off or dismissed (including senior executives and directors) during the last five (5) years Name, address and telephone number Date of hire Position held Type of position (e.g: permanent, part-time, casual, etc.) Description of tasks Employment history (promotions, etc.) Current remuneration (salary, commissions, bonuses, stock options, etc.) Employee benefits and other benefits Training Records List of employees having left the Company to work for competitors during the last five (5) years Name, address and telephone number Seniority Position held Employment history (promotions, etc.) Remuneration Employee benefits and other benefits Training records Hiring letters Employment contracts with employees Employment contracts with sales representatives Contracts for services with self-employed workers Employee performance evaluations for the last five (5) years Employment termination agreements, release agreements and other agreements entered into with former employees of the Company during the last five (5) years Records of employment issued by the Company during the last five (5) years Organization chart (hierarchical structure) Company policies of the Company Sexual harassment Conflicts of interest Repayment of expenses Overtime Etc. Employee handbook(s) or guide(s) Human resources management handbook(s) or guide(s) History of union activities within the Company First steps taken towards unionization Principal organizers Certification process Name, address and telephone number of the union Name, address and telephone number of the union president Name, address and telephone number of the union steward (s) Strikes, lock-outs and other work stoppages Collective agreements with any union (including all amendments & MOU's) Draft collective agreements with any union Letters of understanding with any union List of grievances filed against the Company during the last five (5) years Documents relating to every grievance filed against the Company during the last five (5) years List of grievances filed by the Company during the last five (5) years Documents relating to every grievance filed by the Company during the last five (5) years Judgments or arbitration decisions rendered during the last five (5) years Brief description of "labor unrest" situations, all pending or threatened labor strikes, or other trouble experienced by the Company and its subsidiaries in the last five years. Documents relating to every claim regarding employment injuries made during the last five (5) years Understandings, agreements and other types of undertakings entered into by the Company with respect to all or part of the remuneration or employee benefits (e.g: bonuses, pensions, incentive bonuses, deferred compensation, profit-sharing, group insurance, etc.) Documents relating to pension funds History of contributions Current status of the fund Revision of actuarial tables Documents relating to all employee benefits Documents relating to all group health plans Medical Dental Eye Other (specify)

854

855

856

857 858 859 860 861

862 863 864 865

866 867 868

869 870 871 872 873 874 875 876

877

878 879

880 881

Agreements or undertakings not to solicit personnel 882 signed by third parties in favor of the Company Agreements or undertakings not to solicit personnel 883 signed by the Company in favor of third parties Documents relating to any sexual harassment complaint made against any director, senior executive, shareholder or employee of the Company 884 during the last five (5) years Documents relating to any complaint of discrimination (based on age, gender, etc.) made against the 885 Company during the last five (5) years Equipment loan or lease agreements entered into with directors, senior executives, shareholders or 886 employees during the last five (5) years Name and address of borrower Nature of equipment loaned (e.g: notebook computer, automobile, etc.) Terms and conditions of the loan or lease Current status Agreements for the loan of money entered into with directors, senior executives, shareholders or 887 employees during the last five (5) years Name and address of borrower Amount of the loan Interest rate Terms and conditions of repayment Current status 888 List of positions currently vacant Title of position Description of tasks Department in question Date position became vacant Steps taken to fill the position Current status Other (specify): Obtain copies of the most recently filed EEO-1 and 889 VETS-100 forms. 890 Obtain copies of any affirmative action plans. Obtain copies of any open charges of discrimination, complaints, or related litigation, or any such cases 891 that have been closed within the past five years. 892 Open Workers compensation cases - provide details 893 Pending Workers compensation cases provide details 894 Pending Liabilities for Short or Long term disability A list of employee benefit plans, single or multi employer, or rights, including stock plans, pension plans, ERISA plans, management bonus plans, sales rep bonus plans, general profit sharing, retiree medical insurance or life insurance, and agreements related thereto. A description of the funding status of 895 any of the foregoing. All employment, consulting, nondisclosure, no solicitation or noncompetition agreements between 896 the Company and any of its employees. 897 Resumes' of key employees. The Company's personnel handbook and a schedule of all employee benefits and holiday, vacation, and 898 sick leave policies. Summary plan descriptions of qualified and non899 qualified retirement plans. 900 Copies of collective bargaining agreements, if any.
Confidential Document Property of Tradebe Corp. Initials ( ) 7

NO.

Item Description A description of all employee problems within the last three years, including alleged wrongful termination, 901 harassment, and discrimination. A description of any labor disputes, requests for arbitration, or grievance procedures currently pending 902 or settled within the last three years. A list and description of benefits of all employee health and welfare insurance policies or self-funded 903 arrangements. 904 A description of worker's compensation claim history. A description of unemployment insurance claims 905 history. Copies of all stock option and stock purchase plans 906 and a schedule of grants there under. Obtain a list of all employees, their current compensation, compensation for the prior year, date of hire, date of birth, race, sex, and job titles. Obtain a list of all inactive employees, stating the reason for their inactive status and the prognosis for their return. Obtain copies of the I-9 forms for all active employees. Obtain copies of any employment agreements. Obtain copies of performance evaluation criteria and bonus plans. Obtain copies of any non-compete, intellectual property, and/or confidentiality agreements.  Also obtain copies of non-compete agreements that currently apply to terminated employees. Obtain copies of any salesperson compensation agreements. Obtain copies of any director compensation agreements. Summarize any loan amounts and terms to officers, directors, or employees. Obtain any union labor agreements. Determine the number of states to which payroll taxes must be paid. Obtain a copy of the employee manual. Conduct background investigations on principal employees. Summarize the names, ages, titles, education, experience, and professional biographies of the senior management team. Obtain copies of employee resumes. What has been the employee turnover rate for the past two years? Obtain a list of all involuntary terminations within the past year, stating the reason for termination and the age, sex, race, and disability status of each person terminated. Review accrued 401k benefits.  What is the company contribution percentage?  What is the level of employee participation? Obtain copies of all pension plan documents, amendments, and letters of determination. Obtain copies of the pension assets, liabilities, expenses, and audits for the past three years. Determine the funding status of the company pension plan, and the ten year projected cash expense associated with it. Itemize all fringe benefits, along with current and projected employee eligibility for and participation in each one. Obtain a list of all former employees using COBRA coverage, and the dates on which their access to COBRA coverage expires. Itemize all executive perquisites above the standard benefits package, and the extent of these expenses for the past two years.

Previously Provided Date

Provided To be Herewith Provided Not Date Applicable

907

908 909 910 911

912 913 914 915 916 917 918 919

920 921 922

923

924 925 926

927

928

929

930

Culture: What type of command structure is used?  Does it 950 vary by department? Is there a set of standard policies and procedures that govern most processes?  How closely do employees 951 adhere to it? What practices does the company use to retain 952 employees? What types of social functions do employees engage 953 in as a group? Does the company generally promote from within, or 954 from the outside? What types of training does the company require of 955 its employees? What types of indoctrination programs are used for 956 new employees? What types of awards and ceremonies are used to 957 recognize employee achievements? What level of customer service is the company accustomed to provide?  Does it support above and beyond levels of support, and publicize these efforts? What dress code does it allow?  Does this vary by location? What type of feedback mechanisms are used to discuss issues about employee performance? How does the company disseminate information to its employees?  Is it a more formal method, such as a monthly newsletter, or more informal employee meetings? What is the physical environment?  Does the company emphasize low costs with cheap furnishings, or more expensive surroundings? Is there a sense of urgency in completing tasks, or is the environment more relaxed?

958 959 960

961

962 963

X- Competition 964 List of the Company s top ten (10) competitors Name, address and telephone number Company s position in this list Industry studies, reports, reviews or other documents regarding the competition faced or likely to be faced 965 by the Company Company s market share Competitive advantages and disadvantages 966 Other (specify): Y- Research and Development Documents regarding research and development 967 carried out by the Company Research and development contracts signed by the 968 Company during the last five (5) years 969 Other (specify): Z- Miscellaneous All other Information reasonably required by the Purchaser All other Information regarding any matter liable to give rise to a claim for a brokerage fee All other Information regarding any fact which is necessary or useful so that the due diligence is complete and does not mislead the Purchaser Other (specify):

975 976

977 978

Confidential Document

Property of Tradebe Corp.

Initials (

)

8

DECLARATION The undersigned, domiciled and residing at hereby declares as follows: .. .. ...., ,

I am the .. . and duly authorized representative of the Company (OR: the Vendor); all Information provided on and in support of this Checklist is complete and accurate.

SIGNED IN ....................................................................... (.....) COUNTERPARTS, PRINTED ....................................................................... DATED SIGNED IN ....................................................................... (.....) COUNTERPARTS, PRINTED ....................................................................... DATED
IN THE CITY & STATE OF .................................................................................., PROVINCE (OR: STATE, DEPARTMENT, ETC.) OF .. ..........,

__________________________ Notary Signature
STAMP

Sworn Before me this date of ____________________________________

Confidential Document

Propoerty of Tradebe Corp.

2

A. Organization and Good Standing. The Company's Articles of Incorporation, and all amendments thereto. The Company's Bylaws, and all amendments thereto. The Company's minute book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups. The Company's organizational chart. The Company's list of shareholders and number of shares held by each. A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated. Copies of active status reports in the state of incorporation for the last three years. A list of all states where the Company is authorized to do business and annual reports for the last three A list of all states, provinces, or countries where the Company owns or leases property, maintains years. employees, or conducts business. A list of all of the Company's assumed names and copies of registrations thereof. B. Financial Information. Audited financial statements for three years, together with Auditor's Reports. The most recent unaudited statements, with comparable statements to the prior year. Auditor's letters and replies for the past five years. The Company's credit report, if available. Any projections, capital budgets and strategic plans. Analyst reports, if available. A schedule of all indebtedness and contingent liabilities. A schedule of inventory. A schedule of accounts receivable. A schedule of accounts payable. A description of depreciation and amortization methods and changes in accounting methods over the past five years. Any analysis of fixed and variable expenses. Any analysis of gross margins. The Company's general ledger. A description of the Company's internal control procedures. C. Physical Assets. A schedule of fixed assets and the locations thereof. All U.C.C. filings. All leases of equipment. A schedule of sales and purchases of major capital equipment during last three years. D. Real Estate. A schedule of the Company's business locations. E. Intellectual Property. A schedule of domestic and foreign patents and patent applications. A schedule of trademark and trade names. A schedule of copyrights. A description of important technical know-how. A description of methods used to protect trade secrets and know-how. Any "work for hire" agreements. A schedule and copies of all consulting agreements, agreements regarding inventions, and licenses or assignments of intellectual property to or from the Company. Any patent clearance documents. A schedule and summary of any claims or threatened claims by or against the Company regarding intellectual property. F. Employees and Employee Benefits. Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances or use permits. Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities.

A list of employees including positions, current salaries, salaries and bonuses paid during last three years, and years of service.

All employment, consulting, nondisclosure, nonsolicitation or noncompetition agreements between the Company and any of its employees. Resumés of key employees. The Company's personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies. Summary plan descriptions of qualified and non-qualified retirement plans. Copies of collective bargaining agreements, if any. A description of all employee problems within the last three years, including alleged wrongful termination, harassment, and discrimination.

A description of any labor disputes, requests for arbitration, or grievance procedures currently pending or settled within the last three years. A description of worker's compensation claim history.

A list and description of benefits of all employee health and welfare insurance policies or selffunded arrangements.

A description of unemployment insurance claims history. Copies of all stock option and stock purchase plans and a schedule of grants thereunder. G. Licenses and Permits. Copies of any governmental licenses, permits or consents. Any correspondence or documents relating to any proceedings of any regulatory agency. H. Environmental Issues. Environmental audits, if any, for each property leased by the Company. A listing of hazardous substances used in the Company's operations. A description of the Company's disposal methods. A list of environmental permits and licenses. Copies of all correspondence, notices and files related to EPA, state, or local regulatory agencies. A list identifying and describing any environmental litigation or investigations. A list identifying and describing any known superfund exposure. A list identifying and describing any contingent environmental liabilities or continuing indemnification obligations. I. Taxes. Federal, state, local, and foreign income tax returns for the last three years. States sales tax returns for the last three years. Any audit and revenue agency reports. Any tax settlement documents for the last three years. Employment tax filings for three years. Excise tax filings for three years. Any tax liens. J. Material Contracts. A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or all related agreements. affiliates. All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party. All security agreements, mortgages, indentures, collateral pledges, and similar agreements. All guaranties to which the Company is a party. Any installment sale agreements. Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements. Any options and stock purchase agreements involving interests in other companies. The Company's standard quote, purchase order, invoice and warranty forms. All nondisclosure or noncompetition agreements to which the Company is a party. All other material contracts. K. Product or Service Lines. A list of all existing products or services and products or services under development.

Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years.

Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company's products or services. A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development.

A summary of all complaints or warranty claims. L. Customer Information. A schedule of the Company's twelve largest customers in terms of sales thereto and a description of sales thereto over a period of two years.

Any supply or service agreements. A description or copy of the Company's purchasing policies. A description or copy of the Company's credit policy. A schedule of unfilled orders. A list and explanation for any major customers lost over the last two years. All surveys and market research reports relevant to The Company's current advertising programs, marketing plans and budgets, and printed marketing the Company or its products or services. materials. A description of the Company's major competitors. M. Litigation. A schedule of all pending litigation. A description of any threatened litigation. Copies of insurance policies possibly providing coverage as to pending or threatened litigation. Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party. A list of unsatisfied judgments. N. Insurance Coverage. A schedule and copies of the Company's general liability, personal and real property, product liability, errors and omissions, key-man, directors and officers, worker's compensation, and other insurance. A schedule of the Company's insurance claims history for past three years. O. Professionals. A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years. P. Articles and Publicity. Copies of all articles and press releases relating to the Company within the past three years.
F. Employees and Employee Benefits.

Sample Due Diligence ChecklistMarket Overview: What is the size of the market? How is the market segmented? What is the market's projected growth and profitability? What are the factors affecting growth and profitability? What are the trends in the number of competitors and their size, product innovation, distribution, finances, regulation, and product liability? Corporate Overview: When and where was the company founded, and by whom? What is its history of product development? What is the history of the management team? Has the corporate location changed? Have there been ownership changes? Have there been acquisitions or divestitures? What is its financial history? Culture: What type of command structure is used? Does it vary by department? What practices does the company use to retain employees? What types of social functions do employees engage in as a group? Does the company generally promote from within, or from the outside? What types of training does the company require of its employees? What types of indoctrination programs are used for new employees? What types of awards and ceremonies are used to recognize employee achievements? What level of customer service is the company accustomed to provide? Does it support above and beyond" levels of support, and publicize these efforts? What dress code does it allow? Does this vary by location? What type of feedback mechanisms are used to discuss issues about employee performance? How does the company disseminate information to its employees? Is it a more formal method, such as a monthly newsletter, or more informal employee What is the physical environment? Does the company emphasize low costs with cheap furnishings, meetings? or more expensive surroundings? Is there a sense of urgency in completing tasks, or is the environment more relaxed? Obtain a list of all employees, their current compensation, compensation for the prior year, date of Personnel: hire, date of birth, race, sex, and job titles. Obtain a list of all inactive employees, stating the reason for their inactive status and the prognosis for their return. Obtain copies of the I-9 forms for all active employees. Obtain copies of any employment agreements. Obtain copies of performance evaluation criteria and bonus plans. Obtain copies of any non-compete, intellectual property, and/or confidentiality agreements. Also obtain copies of non-compete agreements that currently apply to terminated employees. Obtain copies of any salesperson compensation agreements. Obtain copies of any director compensation agreements. Summarize any loan amounts and terms to officers, directors, or employees. Obtain any union labor agreements. Determine the number of states to which payroll taxes must be paid. Obtain a copy of the employee manual. Conduct background investigations on principal employees. Summarize the names, ages, titles, education, experience, and professional biographies of the senior management team. Obtain copies of employee resumes. What has been the employee turnover rate for the past two years? Obtain a copy of the organization chart. Benefits: Obtain copies of all pension plan documents, amendments, and letters of determination. Obtain copies of the pension assets, liabilities, expenses, and audits for the past three years. Determine the funding status of the company pension plan, and the ten year projected cash expense associated with it. Obtain a list of all former employees using COBRA coverage, and the dates on which their access to COBRA coverage expires. Intellectual Property: Review all current patent, trademark, service mark, trade name, and copyright agreements, and note renewal dates. Obtain an itemization of all pending patent applications. Determine annual patent renewal costs. Determine the current patent-related revenue stream. Document the patent application process. Have any List all trademark and service mark registrations and pending applications for registration. Verify potential patents not been applied for? that all affidavits of use and renewal applications have been filed, and prosecution of all pending applications is current. List all unregistered trademarks and service marks Collect and catalog copies of all publications and check for unlisted trademarks and service marks, used by the organization. proper notification. List all copyright registrations. List all registered designs. Does the company have any information that provides a competitive advantage? If so, verify that the information is marked as confidential." Have all employees executed Invention Assignment Obtain copies of all licenses of intellectual property in which the company is the licensor or and Confidentiality agreements? licensee. List all lawsuits pertaining to intellectual property in which the organization is a party. Review any branding strategy documents. Does the company have a long-term plan for brand Brands: support? Review budgeted and actual expenditures for customer support, marketing, and quality assurance related to branding. What types of advertising and promotion are used? Ensure that the company has clear title to any branded names. How well is the brand supported on the company Web site? Note the amount and trend of any legal fees needed to stop brand encroachment. Risk Management: Is there a risk management officer? What is this person's job description? Review all corporate insurance, using a schedule from the company's insurance agency. If there is Does the company have an overall risk mitigation material pending litigation, determine the extent of insurance coverage and obtain insurance plan that it updates regularly? company confirmation. Note whether insurance terms are for "claims made" or "claims incurred," as well as the amounts of deductibles. Have aggregate insurance amounts been penetrated, or is there is history of coming close to the aggregate totals? Have there been substantial premium adjustment in the past? To what extent does the company self-insure its activities? Are there uninsured risks that the company does not appear to be aware of or is ignoring. Capacity: Determine the facility overhead cost required for minimum, standard, and maximum capacity. Ascertain the amount of capital replacements needed in the near future. Determine the periodic maintenance cost of existing equipment. Determine the maximum sustainable production Estimate the cost of modifications needed to increase the capacity of each production line or capacity by production line. facility. Assets: Verify bank reconciliations for all bank accounts harboring significant cash balances. Obtain current detail of accounts receivable. Determine the days of receivables outstanding and the probable amount of bad debt. Review the bad debt reserve calculation. Obtain a list of all accounts and notes receivable from employees. Obtain a list of all inventory items, and discuss the obsolescence reserve. Determine the valuation Obtain the current fixed asset listing, as well as depreciation calculations. Audit the largest items to method used. verify their existence. Appraise the value of the most expensive fixed assets. Obtain an itemized list of all assets that are not receivables or fixed assets. Ascertain the existence of any liens against company assets. Obtain any maintenance agreements on company equipment. Is there an upcoming need to replace assets? Discuss whether there are any plans to close, relocate, or expand any facilities. Itemize all capitalized research and development or software development expenses. Determine the value of any net operating loss carryforward assets. Liabilities: Review the current accounts payable listing. Obtain a list of all accounts payable to employees. Review the amount and terms of any other debt agreements. Review covenants in the debt agreements, and determine if the company has breached the covenants in the past, or is likely to do so in the near future. Verify wage and tax remittances to all government entities, and that there are no unpaid amounts. Review the sufficiency of accruals for wages, vacation time, legal expenses, insurance, property taxes, and commissions. Obtain copies of all unexpired purchasing commitments (purchase orders, etc.). Equity: Obtain a shareholder list that notes the number of shares held and any special voting rights. Obtain a list of all involuntary terminations within the past year, stating the reason for termination and the age, sex, race, and disability status of each person terminated. Review accrued 401k benefits. What is the company contribution percentage? What is the level of employee participation?

Is there a set of standard policies and procedures that govern most processes? How closely do employees adhere to it?

I. Taxes.

Itemize all fringe benefits, along with current and projected employee eligibility for and participation in each one.

Itemize all executive perquisites above the standard benefits package, and the extent of these expenses for the past two years.

Review the terms of any lines of credit. Look for unrecorded debt.

Review all Board resolutions authorizing the issuance of stock to ensure that all shares are validly issued.

Review all convertible debt agreements to which the company or any subsidiary is a party. Note any restrictions on dividends, on incurring extra debt, and on issuing additional capital stock. Note any unusual consent or default provisions. Note the conversion trigger points. Review any disclosure documents used in the private placement of securities or loan applications during the preceding five years. Review all documents affecting ownership, voting or rights to acquire the company's stock for required disclosure and significance to the purchase transactions, such as warrants, options, security holder agreements, registration rights agreements, shareholder rights, or poison pill plans. Profitability: Obtain audited financial statements for the last three years. Obtain monthly financial statements for the current year. Obtain copies of federal tax returns for the last three years. Determine profitability by product, customer, and segment. What are the revenues and profits per employee? What is direct materials expense as a percentage of revenue? How have revenues, costs, and profits been trending for the past three years? How many staff are directly traceable to the servicing of specific customer accounts? Has the company capitalized a disproportionate amount of expenses? Cash Flow: Construct a cash forecast for the next six months. Will the company spin off or absorb cash? Review the trend line of work capital for the past year. How is it changing in relation to total sales? Categorize working capital by segment, product line, and customer. What parts of the business are Determine historical and projected capital expenditure requirements. Does the company have absorbing the most cash? enough cash to pay for its capital investment needs? Customers: How concentrated are sales among the top customers? What is the distribution of sales among the various products and services? What is the current sales backlog by customer? What is the seasonality of sales? Are sales unusually subject to changes in the business cycle? What is the financial condition of key customers? Does it appear that their businesses are sufficiently robust to continue supporting purchases from the company? How long has the company had sales relationships with its key customers? How profitable is each of the key customer accounts? Do any customers require a disproportionate amount of servicing, or require special terms and conditions?
O. Professionals.

Are there any delayed expenses? Has the customer avoided necessary maintenance expenditures or wage increases in order to boost profitability? Obtain the budgets for the past three years. Does the company routinely achieve its budgets, or does it fall short?

Itemize any customer contracts that are coming up for renewal, and likely changes to the key terms of those agreements.

A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years.

Is there a history of complaints from any customers? How profitable are the customers who appear to be Obtain a list of all customers who have stopped doing business with the company in the last three the most dissatisfied? years. Sales Activity: Determine the amount of ongoing maintenance revenue from standard products. Obtain copies of all outstanding proposals, bids, and offers pending award. Obtain copies of all existing contracts for products or What is the sales strategy (e.g., add customers, increase support, increase penetration into existing services, including warranty and guarantee work. customer base, pricing, etc.). What is the structure of the sales organization? Are there independent sales representatives? Obtain the sales organization chart. How many sales personnel are in each sales position? What is the sales force's geographic coverage? What is the sales force's compensation, split by base pay and commission? What was the sales per salesperson for the past year? What was the sales expense per salesperson for the past year? What is the sales projection by product for the next 12 months? Into what category do customers fall - end users, retailers, OEMs, wholesalers, and/or distributors? What is the average order size? What is the structure of the technical support group? How many people are in it, and what is their compensation? Does the company use e-mail for marketing notifications to customers? What are the proportions of sales by distribution channel? What is the company's market share? What is the trend? Are there new markets in which the products can be sold? Product Development: Obtain a list of development projects in the product pipeline. What is the estimated remaining time and expense required to launch each one? What attributes make the company's new products unique? Have any products been in the development pipeline for a long time, and have no immediate prospects for product launch? Who are the key development personnel? What is their tenure and educational background? Does the company primarily use incremental product improvements, or engage in major new product development projects? How many customers can the company potentially market its products to? What would be the volume by customer? How many customers are there for each product, industry, and geographic region? Does the company have an Internet store? Does the site accept on-line payments and orders? What percentage of total sales come through this medium?

P. Articles and Publicity.

Copies of all articles and press releases relating to the Company within the past three years.

Market Overview:

How much money is invested annually in development? As a proportion of sales? How does this spending compare to that of competitors?

Does the company have a history of issuing inadequately engineered products that fail? Is this finding supported by warranty claim records? Does the company use target costing to achieve predetermined profitability targets?

Is there a product development plan? Does it tend to target low-cost products, ones with special features, or some other strategy? How closely does the development team adhere to it?

Does it design products that avoid constrained resources? Production Process: Does the company have a push or pull manufacturing system? Does the company practice constraint management techniques? Does the company use work cells or continuous assembly lines? What is the production area safety record? What types of problems have caused safety failures in the past? What issues have caused shipping delays in the past? What is the history of product rework, and why have rework problems arisen? What systems use third-party software, and which ones use custom-built solutions? Are the thirdInformation Technology: party systems under maintenance contracts, and are the most recent versions installed? To what degree have third-party systems been modified? Have they been so altered that they can no longer be upgraded? Are user computers monitored for unauthorized software installations? Are software copies secured and only released with What is the level of difficulty anticipated to integrate the company's databases into the buyer's proper authorization? systems? Are there adequate backup systems in place with offsite storage, both for the corporate-level databases and for individual computers? What is the level of security required for access to the company's servers? Internet: Does the company use the Internet for internal use as an interactive part of operations? What functions Has the company's firewall ever been penetrated, and how sensitive is the information stored on are used in this manner? the company network's publicly available segments? Does the company provide technical support information through its Web site? Are Web site usage statistics tracked? If so, how are they used for management decisions? In what way could operational costs decrease if the company's customers interacted with it through the Internet? Obtain the articles of incorporation and bylaws. Review for the existence of pre-emptive rights, Legal Issues: rights of first refusal, registration rights, or any other rights related to the issuance or registration of securities. Review the bylaws for any unusual provisions affecting shareholder rights or restrictions on ownership, transfer or voting of shares. Obtain certificates of good standing for the company and all significant subsidiaries. Review the articles of incorporation and bylaws of each significant subsidiary. Determine if there are restrictions on dividends to the company. For each subsidiary, review the minutes of the Board of Directors for matters requiring disclosure. Is there an adequate industrial engineering staff? Does it have an ongoing plan for process improvement?

Obtain a list of all states in which the company is qualified to do business and a list of those states in which it maintains significant operations. Determine if there is any state where the company is not qualified but should be qualified to do business

Obtain the minutes from all shareholder meetings for the past five years. Review for proper notice prior to meetings, the existence of a quorum, and proper voting procedures; verify that stock issuances have been authorized; verify that insider transactions have been approved; verify that officers have been properly elected; verify that shares are properly approved and reserved for stock option and purchase Obtain the minutes of the Executive Committee and Audit Committee for the past five years, as plans. well as the minutes of any other special Board committees. Review all documents. Review all contracts that are important to operations. Also review any contracts with shareholders or officers. In particular, look for the following provisions: Default or termination provisions Restrictions on company action Consent requirements Termination provisions in employment contracts Ownership of technology Cancellation provisions in major supply and customer contracts Unusual warranties or the absence of protective provisions Obtain copies of all asset leases, and review for term, early payment, and bargain purchase clauses. Obtain copies of all office space lease agreements, and review for term and renewal provisions. Review all related party transactions for the past three years. Review the terms of any outbound or inbound royalty agreements. Was any company software (either used internally or resold) obtained from another company? If so, what are the terms under which the code is licensed? Are there any associated royalty payments? Review all legal invoices for the past two years. Review all pending and threatened legal proceedings to which the company or any of its subsidiaries is a party. Describe principal parties, allegations, and relief sought. This includes any governmental or environmental proceedings. Obtain copies of existing consent decrees or significant settlement agreements relating to the company or its If the company is publicly held, obtain all periodic filings for the past five years, including the 10-K, subsidiaries. 10-Q, 8-K, and Schedule 13D. Review all annual and quarterly reports to shareholders. Review the auditors' letter to management concerning internal accounting controls and procedures, as well as any management responses. Review any reports of outside consultants or analysts concerning the company. Research any press releases or articles about the company within the past year. Review all related party transactions for the past three years. Review the terms of any outbound or inbound royalty agreements. Was any company software (either used internally or resold) obtained from another company? If so, what are the terms under which the code is licensed? Are there any associated royalty payments? Review title insurance for any significant land parcels owned by the company. Regulatory Compliance: Review the company's correspondence with the Securities and Exchange Commission, any national exchange, or state securities commission, other than routine transmittals, for the past five years. Determine if there are or were any enforcement or Review any correspondence during the past five years with the Environmental Protection Agency, disciplinary actions or any ongoing investigations or Federal Trade Commission, Occupational Safety and Health Administration, Equal Employment suggestions of violations by any of these entities. Opportunity Commission, or Internal Revenue Service. Determine if there are any ongoing investigations or suggestions of violations by any of these agencies. Review any required regulatory compliance and verify that necessary licenses and permits have been maintained, as well as ongoing filings and reports. If there is a General Service Administration schedule, when does it come up for renewal? Obtain copies of the most recently filed EEO-1 and VETS-100 forms. Obtain copies of any affirmative action plans. Obtain copies of any open charges of discrimination, complaints, or related litigation, or any such cases that have been closed within the past five years. Policies and Procedures: Obtain the accounting policies and procedures manual. Review all key accounting policies to ensure that they comply with generally accepted accounting principles. Obtain the human resources policies relating to sexual harassment, background investigations, and drug testing. The Purchase Transaction: Red Flag Events: Has an auditor resigned within the past three years? Is there evidence of continual changes in accounting methods? Are there unusually complex business arrangements that do not appear to have a business purpose? Is the company continually exceeding its loan covenant targets by very small amounts? Do any of the principals have criminal records? Have there recently been significant insider stock sales? Is the internal audit team subjected to significant scope restrictions? Are a large proportion of monthly sales completed during the last few days of each month? Has the company tried to sell itself in the past and failed? Has the company received major warnings from regulatory agencies? Does the company appear to manipulate reserve accounts in order to smooth or enhance its reported earnings? A. Corporate Records 1. Certificate/Articles of Incorporation, Determination or Organization (or similar documents), including any amendments thereto. 2. By-Laws, operating agreements, partnership agreements (general or limited) or similar documents, including any amendments thereto. 3. Minute Books, consents and resolutions (since inception) for Shareholders, Members, Board of Directors and any committees of the foregoing. 4. Schedule of officers, directors and committees of the Board of Directors. 5. Stock Book and Stock Ledgers. Personnel:

Obtain the standard offer letter format, the standard termination letter format, and the employment application form.

If the transaction involves the issuance of stock, are there sufficient authorized shares for the offering, including any conversion rights, taking into account any shares reserved for issuance pursuant to outstanding options, warrants, convertible securities and employee benefit plans?

Obtain a copy of the organization chart.

6. Shareholder agreements, proxies, voting trusts and similar agreements. 7. Agreements to purchase or re-purchase any class of security. 8. Agreements relating to registration or preemptive rights for any class of security. 9. As of the most current date, the following information: (a) Number of, and record ownership of, outstanding shares (common and preferred); (b) Number of shares held in treasury; (c) Options, warrants and other rights outstanding, including detail of holders, grants, grant dates, exercises, unexercised, vesting schedules, strike price, fair market value on grant date, and acceleration or cash out events; and (d) Ownership by officers, employees and directors. 10. Stock option plans and stock option, warrant and other similar stock purchase agreements. 11. Schedule of all dba's and fictitious business names, and all filings and registrations therefor. 12. Schedule of predecessor corporations or entities. 13. Offering materials and closing documents from prior financing. 14. All applications and permits for issuance/transfer of securities, including any Form D or similar federal or state forms. 15. List of jurisdictions (domestic and foreign) where the Company is (or should be qualified) to do business. 16. Schedule of locations (by street address, city, state and country) at which the Company has offices, conducts business or stores inventory or equipment, since inception. 17. Schedule of owned real property. 18. Schedule of leases and subleases for real property and facilities, including location, square footage, rent and lease term and renewal options. 19. Schedule of material suppliers and other third party service providers. 20. Schedule of property, key man, liability, and worker's comp insurance policies (including current and pending insurance carrier, policy limits, deductibles, retroactive premium adjustments and other special arrangements), and copies of all such insurance policies and contracts. 21, Press releases relating to the Company, its management or its products and services. B. Intellectual Property 1. Schedule of owned or proprietary technology (including software, databases and systems). 2. Schedule and copies (if applicable) of the following (common law, registered and issued, and foreign and domestic): (a) tradenames, brand names, trademarks, service marks, logos and slogans; (b) internet domain names (including lower level domain names); (c). patents, patent rights, innovations and designs; (d) copyrights; (e) trade secrets and other industrial property rights, including all processes, know how, technical data and shop rights; and (f) registrations, issuances, applications, additions, affidavits, continuations, divisionals and other filings related to the foregoing items. 3. Copies of searches, counsel's opinion letters and application file histories (or file wrappers) for the items requested in the preceding Item 2. 4. Schedule of all material ongoing or planned software, databases and/or network development projects. 5. Schedule of third party intellectual property sold, licensed or otherwise distributed by the Company. 6. Schedule of third party software and other intellectual property incorporated in, embedded in or otherwise necessary for the use of the Company's intellectual property. 7. Product documentation and manuals for the Company's software, databases and networks (or other description of primary capabilities). 8. Schedule of third party intellectual property necessary for the Company to conduct business in the ordinary course. 9. Schedule of software authors and other creators of the Company's software products and other intellectual property, with a notation next to each name indicating whether such author/creator made his/her contribution (a) as an employee within the scope of his/her employment, (b) outside his/her scope of employment or (c) as a consultant or other independent contractor. 10. The name(s), address(es) and phone number(s) of counsel and any other person(s) responsible for application, maintenance and protection of trademarks, copyrights, patents and other intellectual property rights. 11. Internal memoranda, correspondence and other documentation setting forth or relating to Year 2000 compliance of the operating codes, programs and other software, database, hardware and systems sold or licensed by or to the Company, or otherwise used by the Company in its business. C. Material Agreements 1. Agreements with customers and clients, including end user license agreements, beta test agreements, warranties and guaranties. 2. Consulting, development and work-for-hire agreements with, or for and on behalf of, customers and clients. 3. Web-site hosting and connectivity agreements. 4. Web-site linking, affiliate, co branding, promotional, advertising, content provider and other agreements relating to Company=s e-commerce initiatives. 5. Electronic data interchange agreements and other Internet, electronic mail and on-line service agreements. 6. Trademark usage guidelines, privacy policy, terms of use, Aclick-wrap@ agreements and similar web site use agreements and policies. 7. Marketing agreements distributorships, sales representatives, co-packaging, re seller (VAR), OEM, systems integrators, franchises and referral agreements. 8. Agreements with employees, independent contractors or other third parties relating to the development for or on behalf of the Company of software products, websites and other intellectual property. 9. Software escrow agreements or other arrangements providing third parties with source code access or use. 10. Independent software vendor agreements. 11. Agreements whereby the Company licenses software or other intellectual property from third parties, including run time licenses. 12. Agreements for software support and maintenance by or for the Company. 13. Assignments of software and other intellectual property rights. 14. Leases with respect to tangible personal properties (including equipment). 15. Agreements that involve the executory performance of services or delivery of goods or materials to the Company which are not terminable on 30 days prior notice without liability, or which contain provisions relating to ownership rights in intellectual property assets of the Company or the provider. 16. Joint ventures, joint development agreements and other working arrangements. 17. Non competition, exclusivity and non solicitation agreements, in favor of the Company or by which the Company is bound, or by which the Company=s key employees or consultants may be bound to third parties. 18. Confidentiality, assignment of invention and similar agreements with employees, independent contractors and other service providers. 19. Other confidentiality and non disclosure agreements, in favor of the Company or by which the Company is bound. 20. Employment (including incentive and severance agreements), agency and independent contractor agreements. 21. Indemnification agreements for the benefit of officers, directors and employees. 22. Agreements or arrangements with management, employees, shareholders and other affiliates (including any loans or management fee arrangements), or with which any of them have a relationship. 23. Outstanding agreements or commitments for capital expenditures. 24. Agreements with investment bankers, brokers and similar advisors. 25. Intercompany agreements. 26. Leases and subleases (including all amendments, supplement and addendums). 27. Contracts, rights of first refusal or options to purchase, sell or lease real property. 28. Loan agreements, lines of credit, indentures and other debt instruments, including notes payable and guarantees (by or in favor of the Company), and any other agreements collateralized or secured by the assets. 29. Security agreements affecting assets or properties, and all currently-effective financing documents, such as sale and leasebacks and installment sales, and all liens and financing statements. 30. Agreements relating to past, current or proposed mergers, acquisitions or dispositions, including transactions involving subsidiaries, divisions, product lines and other substantial assets. 31. Powers of Attorney. 32. Consents and approvals required under law or contracts, leases, licenses and other agreements necessary for the Company to complete the present transaction. 33. Other material agreements to which the Company is bound or which are necessary for the conduct of the Company=s business. D. Personnel and Employee Benefits 1. Schedule of officers, directors, employees, independent contractors and consultants, and their respective titles, length of service, current compensation and benefits, compensation history since employment or engagement, and contractual severance obligations. 2. Schedule of employee benefit plans, including pension, bonus, commission, profit-sharing, stock option, deferred compensation, incentive, retirement, 401(k), medical, disability, salary continuation, executive benefit, fringe benefit, management perquisites or golden parachute/changeof-control payments (the "Plans"). 3. Copies of Plan documents, trust agreements and insurance contracts (including all amendments and Section 125 arrangements) and summary plan descriptions. 4. IRS Form 5500's (including schedules and attachments) for past 2 years and most recent IRS determination letter. 5. Description of special insured arrangements (e.g., retrospective rating arrangement, premium delay, etc.). 6. Evidence of compliance with state or federal COBRA (including form of COBRA notice). 7. Copies of requests for audits of employees made by the U.S. Department of Labor, OSHA, OFCCP and any other federal, state or local agencies during the past 2 years, and documents summarizing the results of any such audits and any disposition of violation or citations issued as a result of such audits. 8. Policy and personnel manuals, including policies and procedures with respect to vacation and sick time, harassment and equal opportunity. If the Company has more than 25 employees: 9. Information on confidentiality or noncompetition agreements to which key employees and consultants may be a party currently or from prior employment or engagements. 10. Management perquisites or arrangements, contracts or loans between the Company and any shareholder, officer, director, employee or consultant or any entities or persons with which such persons have a relationship. 11. Any information on retiree welfare benefits other than COBRA or state continuation coverage requirements. 12. If there are at least 50 employees, evidence of compliance with FMLA. If the Company has been in place for more than a short period: 13. Financial statements for any plan assets for the past two years and any actuarial statements for the past two years. 14. For welfare plans, an indication of premiums paid, claims incurred, claims paid, reserves and administrative expenses. 15. FAS disclosure statements for the past two years. 16. Any communications to or from any governmental or regulatory agency with respect to any plans. If the Company or any affiliate of such Company (at an 80% ownership level) has entered into any collective bargaining agreements with a union: 1. Information with respect to any multi-employer plans that the Company or any affiliate has any obligation to contribute to or has had an obligation to contribute to during the past six years. 2. With respect to such multi-employer plans, the following: record of contributions for the last three years, calculation of potential withdrawal liability pursuant to ERISA Section 4221(c), and a description of pending claims against the employer for complete or partial withdrawal. If there are affiliate companies (at an 80% ownership level): 1. Information with respect to any multi-employer plans that the Company or any affiliate has any obligation to contribute to or has had an obligation to contribute to during the past six years. 2. COBRA and HIPAA compliance information. 3. Any information on the transfer of plan liabilities from the Company to a related entity. 4. Any defined benefit pension plan maintained or transferred out of the controlled group at anytime within the prior six years. E. Rights, Permits and Other Regulatory Matters 1. Filings, registrations, reports and correspondence filed with local, state or federal regulatory agencies (e.g., DOL, EEOC, IRS, PBGC, FDA, NLRB, OSHA, FCC, BXA and EPA), and any reports issued by such agencies. 2. Governmental licenses, permits, approvals and authorizations necessary to conduct business (including any export licenses). 3. Export classification matrix and other product classification analysis (internal or from third party suppliers of customers), and product classification rulings from the BXA. 4. Expert compliance procedures or manuals, including any procedures relating to encryption items. 5. Summary of the transport, use, handling, location, storage, treatment and/or disposal of any hazardous substances (including by any predecessor). F. Litigation, Investigations and Other Disputes 1. Schedule and description of pending or threatened litigation, claims and other disputes. 2. Schedule and description of government, regulatory or administrative proceedings, inquiries or investigations. 3. Pleadings, filings and correspondence relating to the matters requested in the preceding Items 1 and 2. 4. Legal opinions rendered to the Company in the last 3 years. 5. Inquiries with respect to the Company's rights or ownership in or to internet domain names. 6. Judgments, consent decrees, injunctions or other orders. 7. Settlement agreements. 8. Schedule of warranty claims. G. General Financial Information 1. Previous (up to 3 years if available) annual audited / unaudited financial statements as well as interim period (monthly / quarterly) for current year. 2. Current prospective financial data (i.e., budgets / forecasts) with detail of assumptions. 3. External and internal auditors' reports (annual and quarterly), workpapers, permanent files, management letters and regulatory examination reports received / issued in the last 3 years. 4. Consolidating general ledger or trial balance for detailed accounts for the latest 2 fiscal years, current year quarters and stub period. 5. Schedule of prepaid expenses and other assets (e.g., deferred charges and intangibles) with related amortization methods. 6. Schedule of financing arrangements such as guarantees, pledges, factoring arrangements, credit lines, letters of credit, etc. H. Cash/Investments 1. Latest annual and interim / current cash flow statements. 2. Detail of latest quarterly and monthly cash and cash equivalents balances. 3. Description of short-term and long-term investments and copies of investment statements for latest annual and interim periods. I. Accounts Receivable 1. Schedule of accounts receivable by category for the latest annual and interim periods and comparable periods. 2. Credit policy and collection procedures. 3. Latest annual and interim period aging analysis and trends, allowance for uncollectible accounts and past write offs. J. Property and Equipment 1. Fixed asset policy including depreciation methods and lives used for book and tax purposes. 2. Maintenance procedures and expenditures. 3. Schedule of fixed assets for the latest annual and interim periods including date acquired, original cost, accumulated depreciation, net book value and appraised value (include appraisals). K. Purchased and Developed Software 1. Accounting policy for software development and purchased software. 2. Schedule of purchased and developed software as well as the amortization schedule and write-offs for the latest annual and interim periods. L. Accounts Payable and Accrued Liabilities 1. Detailed schedule of accounts payable and accrued expenses for the latest annual and interim periods. 2. Schedule of the top 5 vendors from latest 12 month period. 3. Schedule of commitments to customers - product deliverables, consulting agreements, etc. M. Revenue 1. Copies of the 5 largest contracts for the current year. 2. Description of the procedures for contracting and billing maintenance. 3. Detail of revenue for last 12 months. 4. Pipeline information. 5. Description of the sales force, including sales offices and service facilities, including compensation structure. N. Product Expenses & Other Operating Expenses 1. Operating expense detail for the last annual period and latest comparative interim periods. 2. Listing of outside contractors. 3. Current year and future years budget of operating expenses compared to current year / interim actual results. 4. Detail listing of current and budgeted research and development expenditures. 5. Detailed schedule of general and administrative expenses and payroll expense. O. Taxes 1. Schedule of states and local jurisdictions in which the Company currently files tax returns and pays taxes, including income, property (personal and real), payroll and sales and use taxes. 2. US Federal income tax returns for the past 2 years, and all state tax returns filed during the past 2 years. 3. Schedule of completed tax examinations/audits from the past 5 years and all tax examinations/audits in progress or scheduled to be performed. Include related correspondence and other written materials. 4. Description of the Company's use of and policies regarding independent contractors. With respect to long term contracts, include amount of payment in prior year.

Assets:

Liabilities:

Profitability:

Cash Flow:

1. Corporate Records a. Formation documents, such as Articles or Certificate of Incorporation and by- laws (for the Company), or Articles or Certificate of Organization of LLC and Operating Agreement (for an LLC). b. All minutes of meetings of the board of directors, shareholders, members and committees of the Company. c. Listing of any affiliated companies such as subsidiaries. d. Any stockholder, buy-sell, or similar agreements that may relate, directly or indirectly, to the proposed transaction. e. A list of all of the security holders of the Company (including option and warrant holders and others entitled to purchase the securities of the Company), indicating the class and number of securities held by each such holder. f. Copies of all securities of the Company presently outstanding and any agreements or plans relating thereto (including options, warrants, and securities convertible or exchangeable into common stock) and the number of shares, units, or principal amount outstanding.

Production Process:

Title: Express Ventures Due Diligence Checklist (borrowed from AvTech Ventures) 1. Corporate Records a. Formation documents, such as Articles or Certificate of Incorporation and by- laws (for the Company), or Articles or Certificate of Organization of LLC and Operating Agreement (for an LLC). b. All minutes of meetings of the board of directors, shareholders, members and committees of the Company. c. Listing of any affiliated companies such as subsidiaries. d. Any stockholder, buy-sell, or similar agreements that may relate, directly or indirectly, to the proposed transaction. e. A list of all of the security holders of the Company (including option and warrant holders and others entitled to purchase the securities of the Company), indicating the class and number of securities held by each such holder. f. Copies of all securities of the Company presently outstanding and any agreements or plans relating thereto (including options, warrants, and securities convertible or exchangeable into common stock) and the number of shares, units, or principal amount outstanding. g. A copy of the stock transfer ledger of the Company showing all transactions in its stock.. h. All documents known to the Company relating to outstanding proxies, powers of attorney (with respect to any stock of the Company), voting trusts, or other assignments of rights attaching to any of the stock of the Company, if any. i. A list of any capital stock or equity interest in any other entity or enterprise owned by the Company. 2. Business Contracts a. Any partnership, joint venture, distributorship, franchise, licensing, management, research and development, or similar agreements or contracts to which the Company is a party. b. Any form engagement letters or other form agreements or contracts used in connection with the Company's business, including without limitation purchase orders, sales orders, q c. List of significant acquisitions or dispositions of the Company's assets, mergers, equity financings, and other material transactions completed within the last three years and all documentation relating thereto. d. Any other contract or agreement (or forms of related or similar contract) that: (i) involves payments by or to the Company of in excess of $1,000 in any one year or (ii) is significant to the operation of the Company's business. 3. Legal/Financial a. Copies of any currently outstanding commitment letters or other correspondence relating to proposed financings or borrowings of the Company. b. Letters of credit outstanding (amounts, terms) if any. c. List of financial institutions and types of accounts maintained by the Company. d. All documents purporting to create liens, mortgages, security agreements, pledges, charges, or other encumbrances on the stock of the Company, on any real or personal property of the Company or in favor of the Company. Copies of all Uniform Commercial Code (UCC) financing statements filed with respect to the above, if any. e. Copies of notes payable to or notes receivable from any employee, director, affiliate, agent, or shareholder of the Company outstanding at any time during the past year. Copies of all other agreements relating, directly or indirectly, to the Company or any person who is, or is proposed to become, an officer, director, key employee or significant owner (including affiliates) of the Company (including loans, leases, purchases, and sales of property). f. Copies of any agreements pursuant to which the Company either (i) guarantees or otherwise supports the credit of any other person or entity or (ii) indemnifies or has agreed to hold others harmless with respect to any liabilities g. Financial Statements and income and payroll tax returns for last 3 years. 4. Property a. List of real property (owned or leased) used in the Company's business, including size, location, and use of each parcel and number of employees employed at each location. For leased properties, include the term of each lease. b. Copy of all leases, subleases, deeds, mortgages, construction contracts, and other commitments relating to real property owned or leased in connection with the Company's business. c. Any appraisals of the Company's real property obtained within the past three years; copies of any Phase I Environmental Reports. d. Inventory of significant personal property owned or leased, and copies of all purchase contracts, leases (including, without limitation, automobile leases, and computer equipment leases) and security agreements, etc., relating to material equipment or personal property or licenses regarding equipment usage. 5. Intellectual Property a. Schedule of trademarks, trade names, service marks, copyrights, or patents owned by, licensed to, or applied for by or on behalf of the Company and correspondence files relating thereto, including dates of registration with state or federal agencies along with identifying registration numbers, if any. b. A listing of all parties whose software or intellectual property is utilized in the Company s products or service and copies of any license or purchase agreements with those parties. c. Copy of all patent applications outstanding. d. Copy of all licenses, assignments, royalty agreements, and other contracts and instruments relating to the foregoing. e. Name of contact person who handles patent, trademark, or copyright matters for the Company. f. Description of policies to protect intellectual property rights owned by the Company or otherwise used in the Company's business. g. Documents relating to any claims of infringement of intellectual property rights owned by the Company or related to its business either (i) by the Company or any of its owners against the rights of others or (ii) by others against the rights of the Company or its owners. 6. Management/Employees a. All corporate policy manuals covering hiring, regulatory compliance, internal controls, etc. Include number of employees by department or other relevant classification. b. Copies of employment contracts, confidentiality agreements, non-competition agreements, management and consulting contracts, union contracts, collective bargaining agreeme c. Any written agreements and summaries of any unwritten arrangements or understandings between the Company and any of its officers, directors, affiliates, and associates within d. Copies of and listing of all profit sharing and savings plans, pension or retirement plans, deferred compensation plans, medical, dental, or other health and welfare plans and any bonus, incentive, performance, or similar plans or arrangements and related. agreements; Summary Plan Descriptions or other descriptions, Form 5500 filings for past 3 years, and all IRS determination letters or other communications with governmental officials regarding any of the foregoing. e. Copies of any other executive compensation plans or programs. f. Any indemnification agreements with any directors, employees, or agents. g. Distribution, sales representative, agency, and dealer agreements currently in effect. h. Commission agreements with nonemployee salespersons, buyers, or other agents. i. Form of nondisclosure or proprietary information agreements used by the Company and a list of any employees of the Company who are a party to such agreements. j. Schedule of all compensation paid during the last fiscal year to officers, directors, and key employees showing separately salaries, bonuses, and non-cash compensation, including bonuses paid or accrued, direct or indirect benefits or perquisites, and all benefits paid or accrued under all employee benefit plans. 7. Litigation a. List of all litigation, administrative or regulatory proceedings, investigations, or governmental actions involving the Company or its business since Company began, with a brief description of the basis for each such matter. b. Description of any currently threatened litigation, legal claims, regulatory actions or other actions or proceedings, including any correspondence relating to any alleged infringement of any patent, trademark, or other intellectual property. 8. Insurance a. A schedule of all policies or binders of insurance or self-insurance arrangements, including medical, workers compensation, disability, automobile, general liability, fire and casualty, products liability, professional liability, officers' and directors' liability and key-man life insurance, with deductibles, coverage limits, and other significant terms. Please indicate the name and address of all insurance agents, brokers, and companies. b. A schedule of insurance claims in excess of $50,000 over the last five years, and summary of loss history for that period. c. A schedule of threatened or potential claims. d. A schedule of outstanding bonds (value and bonding company), current bonding limits. e. Any reports or correspondence concerning the adequacy of the foregoing or denial of coverage. 9. Legal-Regulations and Filings a. Reports filed and significant correspondence to and from any state or federal regulatory agencies. b. A schedule of all material governmental permits, licenses, etc. of the Company and relating to the Company's business. c. A description of any inquiries or known noncompliance with any laws or regulations for the past five years and the disposition and status thereof. 10. Miscellaneous a. Copies of any finder's fee or bonus compensation arrangements regarding the proposed transaction. b. Any other documents, information, or data that are significant with respect to the business of the Company or which should be considered and reviewed in making disclosures regarding the business and financial condition of the Company to prospective investors.

A. Corporate Records

1. Certificate/Articles of Incorporation, Determination or Organization (or similar documents), including any amendments thereto.

2. By-Laws, operating agreements, partnership agreements (general or limited) or similar documents, including any amendments thereto.

3. Minute Books, consents and resolutions (since inception) for Shareholders, Members, Board of Directors and any committees of the foregoing.

4. Schedule of officers, directors and committees of the Board of Directors.

5. Stock Book and Stock Ledgers.

6. Shareholder agreements, proxies, voting trusts and similar agreements.

7. Agreements to purchase or re-purchase any class of security.

8. Agreements relating to registration or preemptive rights for any class of security.

9. As of the most current date, the following information:

(a) Number of, and record ownership of, outstanding shares (common and preferred);

(b) Number of shares held in treasury;

(c) Options, warrants and other rights outstandin g, including detail of holders, grants, grant dates, exercises, unexercis ed, vesting schedules , strike price, fair market value on grant date, and accelerati on or cash out events; and (d) Ownershi p by officers, employee s and directors. 10. Stock option plans and stock option, warrant and other similar stock purchase agreemen ts.

11. Schedule of all dba's and fictitious business names, and all filings and registratio ns therefor. 12. Schedule of predecess or corporatio ns or entities. 13. Offering materials and closing document s from prior financing.

14. All applicatio ns and permits for issuance/t ransfer of securities, including any Form D or similar federal or state forms. 15. List of jurisdictio ns (domestic and foreign) where the Company is (or should be qualified) to do business. 16. Schedule of locations (by street address, city, state and country) at which the Company has offices, conducts business or stores inventory or equipmen t, since inception. 17. Schedule of owned real property. 18. Schedule of leases and subleases for real property and facilities, including location, square footage, rent and lease term and renewal options.

19. Schedule of material suppliers and other third party service providers. 20. Schedule of property, key man, liability, and worker's comp insurance policies (including current and pending insurance carrier, policy limits, deductible s, retroactiv e premium adjustmen ts and other special arrangem ents), and copies of all such 21, Press releases relating to the Company, its managem ent or its products and services.

B. Intellectua l Property

1. Schedule of owned or proprietar y technolog y (including software, databases and systems).

2. Schedule and copies (if applicable ) of the following (common law, registered and issued, and foreign and domestic):

(a) tradenam es, brand names, trademark s, service marks, logos and slogans; (b) internet domain names (including lower level domain names); (c). patents, patent rights, innovation s and designs; (d) copyrights ;

(e) trade secrets and other industrial property rights, including all processes , know how , technical data and shop rights; and

(f) registratio ns, issuances, applicatio ns, additions, affidavits, continuati ons, divisionals and other filings related to the foregoing items.

3. Copies of searches, counsel's opinion letters and applicatio n file histories (or file wrappers) for the items requested in the preceding Item 2. 4. Schedule of all material ongoing or planned software, databases and/or network developm ent projects.

5. Schedule of third party intellectua l property sold, licensed or otherwise distributed by the Company.

6. Schedule of third party software and other intellectua l property incorporat ed in, embedde d in or otherwise necessary for the use of the Company' s intellectua l property.

7. Product document ation and manuals for the Company¶ s software, databases and networks (or other descriptio n of primary capabilitie s).

8. Schedule of third party intellectua l property necessary for the Company to conduct business in the ordinary course. 9. Schedule of software authors and other creators of the Company' s software products and other intellectua l property, with a notation next to each name indicating whether such author/cre ator made his/her contributio n (a) as an employee within the scope of his/her

10. The name(s), address(e s) and phone number(s) of counsel and any other person(s) responsibl e for applicatio n, maintena nce and protection of trademark s, copyrights , patents and other intellectua l property rights. 11. Internal memoran da, correspon dence and other document ation setting forth or relating to Year 2000 complianc e of the operating codes, programs and other software, database, hardware and systems sold or licensed by or to the Company, or otherwise used by C. Material Agreemen ts 1. Agreemen ts with customers and clients, including end user license agreemen ts, beta test agreemen ts, warranties and guaranties . 2. Consultin g, developm ent and work-forhire agreemen ts with, or for and on behalf of, customers and clients.

3. Web-site hosting and connectivi ty agreemen ts.

4. Website linking, affiliate, co brandi ng, promotion al, advertisin g, content provider and other agreemen ts relating to Company =s ecommerc e initiatives. 5. Electronic data interchang e agreemen ts and other Internet, electronic mail and on-line service agreemen ts. 6. Trademar k usage guidelines , privacy policy, terms of use, Aclickwrap@ agreemen ts and similar web site use agreemen ts and policies.

7. Marketing agreemen ts distributor ships, sales represent atives, copackaging , re seller (VAR), OEM, systems integrator s, franchises and referral agreemen ts.

8. Agreemen ts with employee s, independe nt contractor s or other third parties relating to the developm ent for or on behalf of the Company of software products, websites and other intellectua l property.

9. Software escrow agreemen ts or other arrangem ents providing third parties with source code access or use. 10. Independ ent software vendor agreemen ts.

11. Agreemen ts whereby the Company licenses software or other intellectua l property from third parties, including run time licenses.

12. Agreemen ts for software support and maintena nce by or for the Company.

13. Assignme nts of software and other intellectua l property rights.

14. Leases with respect to tangible personal properties (including equipmen t).

15. Agreemen ts that involve the executory performan ce of services or delivery of goods or materials to the Company which are not terminabl e on 30 days prior notice without liability, or which contain provisions relating to ownership rights in intellectua l property assets of 16. Joint ventures, joint developm ent agreemen ts and other working arrangem ents. 17. Non com petition, exclusivity and non solici tation agreemen ts, in favor of the Company or by which the Company is bound, or by which the Company =s key employee s or consultant s may be bound to third parties. 18. Confidenti ality, assignme nt of invention and similar agreemen ts with employee s, independe nt contractor s and other service providers. 19. Other confidenti ality and non discl osure agreemen ts, in favor of the Company or by which the Company is bound.

20. Employm ent (including incentive and severance agreemen ts), agency and independe nt contractor agreemen ts. 21. Indemnific ation agreemen ts for the benefit of officers, directors and employee s. 22. Agreemen ts or arrangem ents with managem ent, employee s, sharehold ers and other affiliates (including any loans or managem ent fee arrangem ents), or with which any of them have a relationshi p. 23. Outstandi ng agreemen ts or commitm ents for capital expenditu res.

24. Agreemen ts with investmen t bankers, brokers and similar advisors. 25. Intercomp any agreemen ts.

26. Leases and subleases (including all amendme nts, suppleme nt and addendu ms). 27. Contracts, rights of first refusal or options to purchase, sell or lease real property. 28. Loan agreemen ts, lines of credit, indentures and other debt instrumen ts, including notes payable and guarantee s (by or in favor of the Company) , and any other agreemen ts collaterali zed or secured by the assets. 29. Security agreemen ts affecting assets or properties , and all currentlyeffective financing document s, such as sale and leaseback s and installmen t sales, and all liens and financing statement s. 30. Agreemen ts relating to past, current or proposed mergers, acquisitio ns or dispositio ns, including transactio ns involving subsidiari es, divisions, product lines and other substantia l assets. 31. Powers of Attorney. 32. Consents and approvals required under law or contracts, leases, licenses and other agreemen ts necessary for the Company to complete the present transactio n. 33. Other material agreemen ts to which the Company is bound or which are necessary for the conduct of the Company =s business.

D. Personnel and Employee Benefits 1. Schedule of officers, directors, employee s, independe nt contractor s and consultant s, and their respective titles, length of service, current compensa tion and benefits, compensa tion history since employme nt or engagem ent, and contractua l 2. Schedule of employee benefit plans, including pension, bonus, commissi on, profitsharing, stock option, deferred compensa tion, incentive, retirement , 401(k), medical, disability, salary continuati on, executive benefit, fringe benefit, managem ent perquisite 3. Copies of Plan document s, trust agreemen ts and insurance contracts (including all amendme nts and Section 125 arrangem ents) and summary plan descriptio ns.

4. IRS Form 5500's (including schedules and attachme nts) for past 2 years and most recent IRS determina tion letter.

5. Descriptio n of special insured arrangem ents (e.g., retrospecti ve rating arrangem ent, premium delay, etc.). 6. Evidence of complianc e with state or federal COBRA (including form of COBRA notice). 7. Copies of requests for audits of employee s made by the U.S. Departme nt of Labor, OSHA, OFCCP and any other federal, state or local agencies during the past 2 years, and document s summarizi ng the results of any such audits and any dispositio n of

8. Policy and personnel manuals, including policies and procedure s with respect to vacation and sick time, harassme nt and equal opportunit y. If the Company has more than 25 employee s:

9. Informatio n on confidenti ality or noncompetitio n agreemen ts to which key employee s and consultant s may be a party currently or from prior employme nt or engagem ents. 10. Managem ent perquisite s or arrangem ents, contracts or loans between the Company and any sharehold er, officer, director, employee or consultant or any entities or persons with which such persons have a relationshi p.

11. Any informatio n on retiree welfare benefits other than COBRA or state continuati on coverage requireme nts.

12. If there are at least 50 employee s, evidence of complianc e with FMLA. If the Company has been in place for more than a short period: 13. Financial statement s for any plan assets for the past two years and any actuarial statement s for the past two years.

14. For welfare plans, an indication of premiums paid, claims incurred, claims paid, reserves and administra tive expenses.

15. FAS disclosure statement s for the past two years.

16. Any communic ations to or from any governme ntal or regulatory agency with respect to any plans.

If the Company or any affiliate of such Company (at an 80% ownership level) has entered into any collective bargaining agreements with a union: 1. Informatio n with respect to any multiemployer plans that the Company or any affiliate has any obligation to contribute to or has had an obligation to contribute to during the past six years. 2. With respect to such multiemployer plans, the following: record of contributio ns for the last three years, calculatio n of potential withdrawa l liability pursuant to ERISA Section 4221(c), and a descriptio n of pending claims against the employer for complete or partial withdrawa If there are affiliate companies (at an 80% ownership level): 1. Informatio n with respect to any multiemployer plans that the Company or any affiliate has any obligation to contribute to or has had an obligation to contribute to during the past six years. 2. COBRA and HIPAA complianc e informatio n.

3. Any informatio n on the transfer of plan liabilities from the Company to a related entity. 4. Any defined benefit pension plan maintaine d or transferre d out of the controlled group at anytime within the prior six years.

E. Rights, Permits and Other Regulator y Matters 1. Filings, registratio ns, reports and correspon dence filed with local, state or federal regulatory agencies (e.g., DOL, EEOC, IRS, PBGC, FDA, NLRB, OSHA, FCC, BXA and EPA), and any reports issued by such agencies.

2. Governm ental licenses, permits, approvals and authorizati ons necessary to conduct business (including any export licenses).

3. Export classificati on matrix and other product classificati on analysis (internal or from third party suppliers of customers ), and product classificati on rulings from the BXA. 4. Expert complianc e procedure s or manuals, including any procedure s relating to encryption items.

5. Summary of the transport, use, handling, location, storage, treatment and/or disposal of any hazardous substance s (including by any predecess or). F. Litigation, Investigati ons and Other Disputes 1. Schedule and descriptio n of pending or threatene d litigation, claims and other disputes. 2. Schedule and descriptio n of governme nt, regulatory or administra tive proceedin gs, inquiries or investigati ons.

3. Pleadings, filings and correspon dence relating to the matters requested in the preceding Items 1 and 2. 4. Legal opinions rendered to the Company in the last 3 years.

5. Inquiries with respect to the Company¶ s rights or ownership in or to internet domain names.

6. Judgment s, consent decrees, injunction s or other orders. 7. Settlemen t agreemen ts. 8. Schedule of warranty claims. G. General Financial Informatio n

1. Previous (up to 3 years if available) annual audited / unaudited financial statement s as well as interim period (monthly / quarterly) for current year.

2. Current prospectiv e financial data (i.e., budgets / forecasts) with detail of assumptio ns.

3. External and internal auditors' reports (annual and quarterly), workpaper s, permanen t files, managem ent letters and regulatory examinati on reports received / issued in the last 3 years. 4. Consolida ting general ledger or trial balance for detailed accounts for the latest 2 fiscal years, current year quarters and stub period. 5. Schedule of prepaid expenses and other assets (e.g., deferred charges and intangible s) with related amortizati on methods. 6. Schedule of financing arrangem ents such as guarantee s, pledges, factoring arrangem ents, credit lines, letters of credit, etc. H. Cash/Inve stments 1. Latest annual and interim / current cash flow statement s.

2. Detail of latest quarterly and monthly cash and cash equivalent s balances.

3. Descriptio n of shortterm and long-term investmen ts and copies of investmen t statement s for latest annual and interim periods. I. Accounts Receivabl e 1. Schedule of accounts receivable by category for the latest annual and interim periods and comparable periods.

2. Credit policy and collection procedure s.

3. Latest annual and interim period aging analysis and trends, allowance for uncollecti ble accounts and past write offs. J. Property and Equipmen t 1. Fixed asset policy including depreciati on methods and lives used for book and tax purposes. 2. Maintenan ce procedure s and expenditu res. 3. Schedule of fixed assets for the latest annual and interim periods including date acquired, original cost, accumulat ed depreciati on, net book value and appraised value (include appraisals ). K. Purchase d and Develope d Software

1. Accountin g policy for software developm ent and purchased software. 2. Schedule of purchased and developed software as well as the amortizati on schedule and writeoffs for the latest annual and interim periods. L. Accounts Payable and Accrued Liabilities 1. Detailed schedule of accounts payable and accrued expenses for the latest annual and interim periods. 2. Schedule of the top 5 vendors from latest 12 month period.

3. Schedule of commitm ents to customers - product deliverabl es, consulting agreemen ts, etc. M. Revenue 1. Copies of the 5 largest contracts for the current year. 2. Descriptio n of the procedure s for contractin g and billing maintena nce. 3. Detail of revenue for last 12 months. 4. Pipeline informatio n.

5. Descriptio n of the sales force, including sales offices and service facilities, including compensa tion structure.

N. Product Expenses & Other Operating Expenses 1. Operating expense detail for the last annual period and latest comparati ve interim periods. 2. Listing of outside contractor s. 3. Current year and future years budget of operating expenses compared to current year / interim actual results. 4. Detail listing of current and budgeted research and developm ent expenditu res. 5. Detailed schedule of general and administra tive expenses and payroll expense. O. Taxes

1. Schedule of states and local jurisdictions in which the Company currently files tax returns and pays taxes, including income, property (personal and real), payroll and sales and use taxes.

2. US Federal income tax returns for the past 2 years, and all state tax returns filed during the past 2 years. 3. Schedule of completed tax examinati ons/audits from the past 5 years and all tax examinati ons/audits in progress or scheduled to be performed . Include related correspon dence and other written materials.

4. Descriptio n of the Company' s use of and policies regarding independe nt contractor s. With respect to long term contracts, include amount of payment in prior year.

1 a) So that we may perform an efficient due diligence review, we ask that you provide the documen ts and informati on (hereinb elow collective ly referred to as the ³Informat ion´) specified in this due diligence b) If it is possible to do so, you may provide the required informati on directly on this Checklist , immediat ely below the relevant number. c) In order to facilitate your task, this Checklist is also available in electroni c format (Word, Excel or text) upon request. d) Numbers used in this Checklist refer to documen ts. Black dots used in this Checklist refer to informati on usually containe d in the said documen ts or to matters usually arising from the content of the said documen e) Each documen t provided by you must include, in the upper righthand corner, the correspo nding number from this Checklist . f) You may supply a photocop y of the required documen ts, provided that we are able to consult the originals thereof upon request. g) The required Informati on must be provided in one or more ringed binders with appropri ate tabs identifyin g the twentysix (26) sections of this Checklist (e.g.: ³A Identifica tion of the Compan y´, ³B Identifica tion of the h) If you have already provided certain required Informati on, you do not need to provide it again. You should simply state ³Already provided´ immediat ely below the relevant number. i) If certain required Informati on does not apply, you should state ³N/A´ immediat ely below the relevant number. j) If certain required Informati on has previousl y been provided under another number of this Checklist , you should simply state ³Already provided under number «.´ immediat ely below the relevant number. k) If certain required Informati on involves extensiv e, long or costly searches , notify us so that we can agree on an acceptab le alternativ e. This l) Checklist does not necessar ily set forth all the Informati on required within the context of a complete due diligence review. Moreove r, certain Informati on provided by you may give rise to the need to analyze m) When this Checklist requires that a contract be provided, and the contract does not exist in written form, you must provide all particular s regardin g the verbal contract entered into, as well as any correspo ndence n) The words ³docume nt´ and ³corresp ondence ´ as used in this Checklist include the following , without limitation :

INSTRU CTIONS

all electroni c files containin g data. In such a case, all such files must be provided on an appropri ate computer medium. all informati on that you have to reproduc e in writing because the informati on is not containe d in a documen t or in correspo ndence. o) It is important that you provide full disclosur e and, consequ ently, that you not withhold or omit any or all of the required Informati on. After p) having complete d this Checklist and having provided the required Informati on on and in support of the Checklist , you should initial each page and sign the Checklist , before a witness, in the space q) Should you have any question s or require assistanc e, you may contact the following person: «««« «« Name: «««« Tel: «« «««« Fax: «« Email: «««« «. The r) required Informati on, together with a hard copy of this Checklist (bearing your initials and signature ) and an electroni c version thereof (in Word, Excel or text format), must be sent by messeng er (at our expense) no later «««« «« Name: «««« Address: «« «««« Tel: ««

3

2

REQUIR ED INFORM ATION

AIdentific ation of the Compan y 1. Corporat e name 2. Address 3. Mailing address 4. Main telephon e number 5. Main telecopie r number 6. Main e-mail address

7. Other (specify): «««« «««« «««

BIdentific ation of the Authoriz ed Represe ntative 8. Salutatio n (Mr., Ms.) 9. Represe ntative¶s first name 10. Initial(s) 11. Represe ntative¶s family name 12. Position held 13. Telepho ne number (direct line) 14. Telepho ne number (general) 15. Mobile telephon e number 16. Pager number 17. Telecopi er number 18. Email address (office) 19. Telepho ne number (residenc e) 20. Email address (residenc e)

21. Other (specify): «««« «««« ««« CHistory of the Compan y 22. Docume nts relating to the Compan y¶s history Preincorpora tion period Early history of the Compan y Develop ment over the years Current situation Nature of the services or products offered

23. Other (specify): «««« «««« ««« DCorpora te Informat ion Certifica te or Articles 24. Certificat e or articles of incorpora tion of the Compan y Date of certificat e or articles Incorpor ation date (if different) Corporat e name Other versions (French, English, abbreviat ed, etc.) Incorpor ating act Place of incorpora tion (applicab le jurisdictio n) Incorpor ation number, registrati on number, identifica tion number, etc. 25. Certificat e(s) or articles of amendm ent Date of certificat e(s) or articles Date of amendm ent (if different) Summar y of amendm ent 26. Certificat e(s) or articles of amalgam ation

Date of certificat e(s) or articles Date of amalgam ation (if different) Name of amalgam ating compani es 27. Structure of share capital Authoriz ed number of shares Classes of shares Rights relating to each class (voting rights, dividend rights, etc.) 28. Bylaws (and amendm ents) General by-law Borrowin g by-law Special by-laws Other bylaws

29. Other (specify): «««« «««« ««« Govern mental Notices 30. Notice of board members hip 31. Notice of head office 32. Other governm ental notices 33. Certificat e of complian ce/certifi cate of conformit y Issued by governm ental authoritie s Up to date (less than 30 days) 34. Declarati on of registrati on, initial declarati on, prospect us or other initial documen t 35. Annual declarati ons or annual reports filed in the last five (5) years 36. Amendin g declarati ons or amende d reports filed in the last five (5) years 37. Notice of default Nature of any notice received from the governm ental authoritie s Evidence of default having been remedied

38. Other (specify): «««« «««« ««« Minutes and Resoluti ons 39. Minutes and resolutio ns of the incorpora tors Date of meetings held or resolutio ns adopted Persons present/ absent Waiver of notice of meeting Dissent Signatur es 40. Minutes and resolutio ns of the directors since the incorpora tion Date of meetings held or resolutio ns adopted Persons present/ absent Waiver of notice of meeting Dissent Signatur es Annual meetings 41. Minutes and resolutio ns of all subcom mittees of directors (e.g: executiv e committe e) since the incorpora tion Date of meetings held or resolutio ns adopted Persons present/ absent Waiver of notice of meeting Dissent Signatur es 42. Minutes and resolutio ns of the sharehol ders since the incorpora tion Date of meetings held or resolutio ns adopted Persons present/ absent Waiver of notice of meeting Dissent Signatur es Annual meetings 43. Minutes and resolutio ns of all subcom mittees of sharehol ders since the incorpora tion Date of meetings held or resolutio ns adopted Persons present/ absent Waiver of notice of meeting Dissent Signatur es 44. Written consents from all or part of the directors Consent to telephon e meetings Other consents 45. Written consents from all or part of the sharehol ders Consent to telephon e meetings Other consents

46. Other (specify): «««« «««« ««« Incorpor ators 47. List of incorpora tors Name, address and telephon e number Date of birth Social insuranc e number or social security number Citizensh ip

48. Other (specify): «««« «««« ««« Director s 49. List of directors Name, address and telephon e number Date of birth Social insuranc e number or social security number Citizensh ip Date became a director Date ceased to be a director 50. Curriculu m vitae of each director

51. Other (specify): «««« «««« ««« Senior Executiv es or Officers 52. List of senior executiv es or officers Name, address and telephon e number Date of birth Social insuranc e number or social security number Citizensh ip Position held (e.g: president , vicepresident , secretary , treasurer , etc.) Date became a senior executiv e or officer Date ceased to be a senior executiv e or officer 53. Curriculu m vitae of each senior executiv e or officer

54. Other (specify): «««« «««« ««« Shareho lders 55. List of sharehol ders Name, address and telephon e number Date of birth Social insuranc e number or social security number Citizensh ip Number and class of shares held Percenta ge of shares held Date became a sharehol der Date ceased to be a sharehol der 56. Curriculu m vitae of each sharehol der

57. Other (specify): «««« «««« ««« Securiti es 58. Issued and paid up share capital account Name of the sharehol der Number and class of securitie s held Particula rs of transacti ons

59. Other (specify): «««« «««« ««« Share Transfer s 60. List of share transfers Transfer number Name of transfero r Name of transfere e Number and class of shares transferr ed Number of the share certificat e in question

61. Other (specify): «««« «««« ««« Share Certifica tes 62. Outstand ing share certificat e(s) Certificat e number Name of holder Number and class of shares represen ted by the certificat e Restrictio ns on share transfers (set forth on the certificat e) Current location of certificat e (if not in the register) 63. Cancelle d share certificat e(s) Certificat e number Name of holder Number and class of shares represen ted by the certificat e Restrictio ns on share transfers (set forth on the certificat e) Endorse ment of certificat e Current location of certificat e (if not in the register)

64. Other (specify): «««« «««« ««« Agreem ents Relating to Shares of the Compan y

65. Sharehol ders¶ agreeme nt: Exists (yes or no) Type of agreeme nt (e.g: unanimo us) Name of signing sharehol ders Signatur e date Term Interventi on by the Compan y (yes or no) 66. Voting trust and other similar agreeme nts 67. Private placeme nt agreeme nts 68. Agreeme nts relating to the sale of the Compan y¶s shares 69. Agreeme nts relating to the issuance of the Compan y¶s shares 70. Descripti on of all share purchase plans 71. List of persons (includin g directors, senior executiv es, sharehol ders, employe es and persons related to them) who are beneficia ries under any share purchase plan 72. Descripti on of all stock option plans 73. List of persons (includin g directors, senior executiv es, sharehol ders, employe es and persons related to them) who are beneficia ries under any stock option plan

74. Other (specify): «««« «««« «««

Subsidia ries and Other Entities 75. List of compani es and other types of business es in which the Compan y holds an interest of fifty percent (50%) or more: Name, address and telephon e number of compani es and other types of business es in question Nature of their operatio ns Number and class of shares or units held by the Compan y Percenta ge of shares or units held by the Compan y Name, address and telephon e number of other sharehol ders or partners (if any) Name, address and telephon e number of directors 76. List of compani es and other types of business es in which the Compan y holds an interest of less than fifty percent (50%): Name, address and telephon e number of compani es and other types of business es in question Nature of their operatio ns Number and class of shares or units held by the Compan y Percenta ge of shares or units held by the Compan y Name, address and telephon e number of other sharehol ders or partners Name, address and telephon e number of directors 77. Organiza tion chart showing the relations hip between the Compan y, its subsidiar ies and the compani es/busin esses in which the Compan y holds an interest 78. List of compani es and other types of business es in which any director, senior executiv e, sharehol der or employe e of the Compan y holds an interest: Name of every director, senior executiv e, sharehol der or employe e in question Name, address and telephon e number of compani es and other types of business es in question Nature of their operatio ns Number and class of shares or units held by every director, senior executiv e, sharehol der or employe e in question Percenta ge of shares or units held by every director, senior executiv e, sharehol der or employe e in question Name, address and telephon e number of other sharehol ders or partners (if any) Name, address and telephon e number of directors

79. Organiza tion chart showing the relations hip between every director, senior executiv e, sharehol der or employe e of the Compan y and the compani es/busin esses in which he holds an interest

80. Other (specify): «««« «««« ««« Busines s Plan 81. Up to date version of the Compan y¶s business plan 82. Prior versions of the Compan y¶s business plan prepared during the last five (5) years

83. Other (specify): «««« «««« «««

Relation ships Between Individu als 84. Descripti on of every relations hip (family, corporat e, financial, or other) between every director, senior executiv e, sharehol der or employe e of the Compan y and the other directors, senior executiv es, sharehol

85. Other (specify): «««« «««« «««

Suretys hips and Guarant ees Granted in Favour of the Compan y 86. Suretyshi ps, guarante es or other contracts or documen ts pursuant to which any director, senior executiv e, sharehol der or employe e of the Compan y agreed to act as surety or guaranto r of the Compan y in 87. Suretyshi ps, guarante es or other contracts or documen ts pursuant to which any subsidiar y agreed to act as surety or guaranto r of the Compan y in favour of a third party (e.g: financial institutio n, supplier, 88. Suretyshi ps, guarante es or other contracts or documen ts pursuant to which any surety company agreed to act as surety or guaranto r of the Compan y in favour of a third party (e.g: financial institutio n, 89. Suretyshi ps, guarante es or other contracts or documen ts pursuant to which any other natural or legal person agreed to act as surety or guaranto r of the Compan y in favour of a third party (e.g: financial

90. Other (specify): «««« «««« ««« Corpora te Operatio ns

91. List of the states, province s and countries in which the Compan y is authorize d to carry on its operatio ns

92. List of the states, province s and countries in which the Compan y actually carries on its operatio ns 93. Docume nts relating to all corporat e transacti ons which have been or will be carried out outside the ordinary course of business : y Acquisiti on of a business y Dispositi on of assets

y Acquisiti on of assets y Corporat e reorganiz ation y Amalgam ation y Dissoluti on y etc.

94. Other (specify): «««« «««« «««

Number s Attribute d to the Compan y by Various Govern mental Organiz ations 95. Business number

96. CIDREQ registrati on number (Quebec) 97. QST number (Quebec) 98. GST number (Canada) 99. Employe r identifica tion Number (USA) 100.Emp loyer number

101.Othe r (specify): «««« ««« Miscella neous 102.Corp orate records Location of records (if not at the Compan y¶s head office) 103.Corp orate seal(s) Exist(s) (yes or no) Location of seal (if not at the Compan y¶s head office) 104.Valu ation reports on the value of the Compan y¶s shares, prepared or obtained during the last five (5) years 105.Leg al opinion from the Compan y¶s lawyers regardin g the Compan y¶s corporat e status

106.Othe r (specify): «««« «««« ««« EAccount ing Informat ion 107.List of all accounti ng firms with which the Compan y has dealt during the last five (5) years Name, address and telephon e number of the firm Name of the person in charge of the Compan y¶s file Telepho ne number (direct) Telecopi er number Mobile telephon e number Pager number E-mail address 108.Cont ract of professio nal services or professio nal fees entered into between the Compan y and any accounti ng firm during the last five (5) years 109.Fina ncial statemen ts (includin g the balance sheet and income statemen t) for the five (5) most recently complete d fiscal years 110.Mont hly internal financial statemen ts since the end of the most recently complete d fiscal year 111.Bud get forecasts prepared for the next five (5) fiscal years 112.Bud get and budgetar y estimate for the current fiscal year 113.List of future obligatio ns not reflected in the most recent financial statemen ts Nature of the obligatio n Amount involved Name, address and telephon e number of the creditor 114.Des cription of every reserve establish ed for specific continge ncies 115.Deta iled descripti on of every disagree ment with the Compan y¶s accounta nts regardin g financial statemen ts issued during the last five (5) years 116.Doc uments relating to every change in the accounti ng methods or accounti ng principle s used which occurred during the last five (5) years 117.Corr esponde nce received from/sen t to the Compan y¶s accounta nts during the last five (5) years

118.Othe r (specify): «««« «««« ««« F- Tax Informat ion 119.List of all firms of tax experts with which the Compan y has dealt during the last five (5) years Name, address and telephon e number of the firm Name of the person in charge of the Compan y¶s file Telepho ne number (direct) Telecopi er number Mobile telephon e number Pager number E-mail address 120.Cont ract of professio nal services or professio nal fees entered into between the Compan y and any firm of tax experts during the last five (5) years 121.Corr esponde nce received from/sen t to the Compan y¶s tax experts during the last five (5) years

122.Othe r (specify): «««« «««« ««« Income Tax 123.Inco me tax returns for the last five (5) years National Federal Provincia l State Other (specify): «««« . 124.Noti ces of assessm ent issued by any compete nt fiscal authority for the last five (5) years 125.Noti ces of reassess ment, additiona l assessm ent, corrected assessm ent or amende d assessm ent, issued by any compete nt fiscal authority for the last five (5) years 126.Corr esponde nce received from/sen t to any compete nt fiscal authority during the last five (5) years 127.Doc uments relating to every audit carried out by any compete nt fiscal authority during the last five (5) years Descripti on of the audit carried out Correspo ndence received/ sent Notices of assessm ent resulting from any audit Amounts claimed Amounts paid

128.Othe r (specify): «««« «««« ««« Sales Tax 129.Sale s tax declarati ons or returns prepared during the last five (5) years 130.Noti ces of assessm ent issued by any compete nt fiscal authority during the last five (5) years 131.Noti ces of reassess ment, additiona l assessm ent, corrected assessm ent or amende d assessm ent, issued by any compete nt fiscal authority for the last five (5) years 132.Corr esponde nce received from/sen t to any compete nt fiscal authority during the last five (5) years 133.Doc uments relating to every audit carried out by any compete nt fiscal authority during the last five (5) years Correspo ndence received/ sent Notices of assessm ent resulting from any audit Amounts claimed Amounts paid

134.Othe r (specify): «««« «««« «««

Other Taxes, Contribu tions and Levies (e.g: Unempl oyment Insuranc e, Social Security , etc.) 135.Decl arations or returns regardin g taxes, contributi ons or levies prepared during the last five (5) years 136.Noti ces of assessm ent issued by any compete nt fiscal authority during the last five (5) years

137.Noti ces of reassess ment, additiona l assessm ent, corrected assessm ent or amende d assessm ent, issued by any compete nt fiscal authority for the last five (5) years 138.Corr esponde nce received from/sen t to any compete nt fiscal authority during the last five (5) years 139.Doc uments relating to every audit carried out by any compete nt fiscal authority during the last five (5) years Correspo ndence received/ sent Notices of assessm ent resulting from any audit Amounts claimed Amounts paid

140.Othe r (specify): «««« «««« ««« Tax Credits 141.Appl ications for tax credits relating to research and develop ment (scientific , experime ntal, etc.) Governm ental confirmat ions Governm ental oppositio ns

142.Othe r (specify): «««« «««« ««« GFinancia l Informat ion 143.List of all financial institutio ns with which the Compan y has dealt during the last five (5) years Name, address and telephon e number of the financial institutio n Name of the person in charge of the Compan y¶s file Telepho ne number (direct) Telecopi er number Mobile telephon e number Pager number E-mail address 144.List of the Compan y¶s bank accounts y Location of the bank branch y Type of account (current account, chequing account, etc.) y Account number y Transit number y Identity of signatori es y Powers of signatori es (alone, jointly, two out of three, limit on amounts, etc.) 145.Mont hly bank statemen ts, for each of the Compan y¶s bank accounts , received during the last five (5) years 146.Fixe d credit agreeme nts (loans) entered into with any financial institutio n, institutio nal lender or private lender 147.Vari able credit agreeme nts (line of credit) entered into with any financial institutio n, institutio nal lender or private lender 148.Imm ovable hypothec agreeme nts (real estate mortgag e agreeme nts) entered into with any financial institutio n, institutio nal lender or private lender, or with any other natural or legal person 149.Mov able hypothec agreeme nts (personal property mortgag e agreeme nts) entered into with any financial institutio n, institutio nal lender or private lender, or with any other natural or legal person 150.Fina ncial documen ts executed by the Compan y (e.g: acknowle dgement of debt, promisso ry note, letter of credit, etc.) 151.Sure tyships entered into with any financial institutio n, institutio nal lender or private lender 152.Safe tydeposit box rental agreeme nts 153.Certi ficates of deposit of sums of money, treasury bills and other financial instrume nts 154.List of corporat e credit cards issued in the name of the Compan y or of any director, senior executiv e or employe e of the Compan y y Name of credit card issuer

y Type of card (Visa, MasterC ard, American Express, Discover, etc.) y Credit limit granted 155.Cred it card statemen ts and use reports received during the last five (5) years 156.Noti ce of default (includin g a formal demand, demand for payment, etc.) regardin g any financial obligatio n assumed by the Compan y 157.Doc uments relating to every loan or other form of financial assistanc e granted by the Compan y to its parent company or to any subsidiar y or other business in which it holds an interest, during the last five (5) years y Amount of the loan y Terms and condition s of repayme nt y Notice of default sent by the Compan y 158.Doc uments relating to every loan or other form of financial assistanc e granted to the Compan y by its parent company or by any subsidiar y or other business in which it holds an interest, during the last five (5) years y Amount of the loan y Terms and condition s of repayme nt y Notice of default sent to the Compan y 159.Doc uments relating to every loan or other form of financial assistanc e granted by the Compan y to any director, senior executiv e or employe e during the last five (5) years y Amount of the loan y Terms and condition s of repayme nt y Notice of default sent by the Compan y 160.Doc uments relating to every loan or other form of financial assistanc e granted to the Compan y by any director, senior executiv e or employe e during the last five (5) years y Amount of the loan y Terms and condition s of repayme nt y Notice of default sent to the Compan y 161.Doc uments relating to every governm ent subsidy, governm ental financial assistanc e or other governm ental assistanc e received by the Compan y during the last five (5) years Descripti on Amount Terms and condition s of grant Terms and condition s of payment Terms and condition s of repayme nt 162.Corr esponde nce received from/sen t to the Compan y¶s bankers during the last five (5) years

163.Othe r (specify): «««« «««« «««

H- Legal Informat ion 164.List of all law firms with which the Compan y has dealt during the last five (5) years Name, address and telephon e number of the firm Name of the person in charge of the Compan y¶s file Telepho ne number (direct) Telecopi er number

Mobile telephon e number Pager number E-mail address 165.Cont ract of professio nal services or professio nal fees entered into between the Compan y and any law firm during the last five (5) years 166.Cop y of the civil docket of all cases involving the Compan y or its directors, senior executiv es, sharehol ders or employe es, in any capacity whatsoe ver 167.Cop y of the civil and criminal docket of all cases involving the Compan y or its directors, senior executiv es, sharehol ders or employe es, in any capacity whatsoe ver 168.Doc uments relating to every claim (includin g every action, demand, applicati on for an injunctio n, proceedi ngs or procedur es, whether judicial, quasijudicial, administr ative, arbitral or otherwis e) made by the Compan Name of the law firm represen ting the Compan y File number Jurisdicti on in question (court, location, etc.) Name, address and telephon e number of the opposing party Name, address and telephon e number of the firm (and the lawyer in charge) represen ting the opposing party Nature of the legal claim Amount claimed Current status of the file 169.Doc uments relating to every claim (includin g every action, demand, applicati on for an injunctio n, proceedi ngs or procedur es, whether judicial, quasijudicial, administr ative, arbitral or otherwis e) made against the Name of the law firm represen ting the Compan y or its directors, sharehol ders or employe es File number Jurisdicti on in question (court, location, etc.) Name, address and telephon e number of the opposing party Name, address and telephon e number of the firm (and the lawyer in charge) represen ting the opposing party Nature of the legal claim Amount claimed Current status of the file 170.Doc uments regardin g out of court settleme nts, unilateral discharg es or mutual discharg es, or other documen ts to which the Compan y or its directors, sharehol ders or employe es were parties during the last five (5) 171.Judg ments (includin g orders, injunctio ns and other types of judgment s) rendered in favour of the Compan y or its directors, sharehol ders or employe es by a tribunal (includin g any court, administr ative tribunal, governm ental Name of the law firm represen ting the Compan y or its directors, sharehol ders or employe es File number of the file in question Jurisdicti on in question (court, location, etc.) Name, address and telephon e number of the opposing party Name, address and telephon e number of the firm (and the lawyer in charge) represen ting the opposing party Nature of the legal claim Amount claimed Current status of the file (e.g: judgment satisfied, being enforced , oppositio n to seizure, etc.) 172.Judg ments (includin g orders, injunctio ns and other types of judgment s) rendered against the Compan y or its directors, sharehol ders or employe es by a tribunal (includin g any court, administr ative tribunal, governm ental Name of the law firm represen ting the Compan y or its directors, sharehol ders or employe es Name, address and telephon e number of the opposing party Name, address and telephon e number of the firm (and the lawyer in charge) represen ting the opposing party Nature of the legal claim Amount claimed Current status of the file (e.g: judgment satisfied, being enforced , oppositio n to seizure, etc.) 173.Dem and letters, notices of default, final notices and other documen ts raising the liability of the Compan y or its directors, sharehol ders or employe es, and potentiall y leading to the institutio n of legal proceedi ngs 174.Leg al opinions prepared by any lawyer or law firm regardin g the actual, potential or threaten ed liability of the Compan y or its directors, sharehol ders or employe es in any potential or existing dispute, during the last 175.Corr esponde nce received from/sen t to the Compan y¶s lawyers during the last five (5) years 176.Opin ion letters sent by any of the Compan y¶s lawyers to the Compan y¶s accounta nts during the last five (5) years

177.Othe r (specify): «««« «««« «««

IComplia nce With Laws 178.List of applicati ons for licences, permits and other authoriza tions allowing the Compan y to operate its business alone or with others 179.List of licences, permits and other authoriza tions allowing the Compan y to operate its business alone or with others 180.Busi ness tax statemen ts for the last five (5) years 181.Busi ness licences, operatin g permits and other authoriza tions issued by any governm ental authority (municip al, regional, state, provincia l, etc.) Name of issuer Name of beneficia ry Name, address and telephon e number of the guaranto r (if applicabl e) Effective date Term Operatio ns in question 182.Lice nces, permits or exemptio ns issued under any legislatio n regardin g securitie s (includin g all laws, regulatio ns, decrees, orders, etc.) 183.Lice nces, permits or exemptio ns issued under any legislatio n regardin g investme nts (includin g all laws, regulatio ns, decrees, orders, etc.) 184.Lice nces, permits or exemptio ns issued under any legislatio n regardin g competiti on (includin g all laws, regulatio ns, decrees, orders, etc.)

185.Lice nces, permits or exemptio ns issued under any legislatio n regardin g consume r protectio n (includin g all laws, regulatio ns, decrees, orders, etc.) 186.Lice nces, permits or exemptio ns issued under any other legislatio n (includin g all laws, regulatio ns, decrees, orders, etc.) 187.Prior notices, official reports, notices of default, notices of violation, warnings , summon s, orders, orders to appear, fines, legal notices, judicial notices, or any other instrume nt or procedur e issued by a compete 188.Doc uments relating to any investiga tion, examinat ion, inspectio n or other procedur e carried out during the last five (5) years under any applicabl e legislatio n

189.Othe r (specify): «««« «««« «««

JIntellect ual Property Tradema rks 190.List of trademar ks (whether or not registere d) used by the Compan y in any country y location of first use y date of first use 191.Regi stration certificat es for trademar ks used by the Compan y Countrie s in which each of the trademar ks is registere d Registrat ion date Registrat ion number Name of registere d owner(s) Name of previous owner(s) (if applicabl e) Descripti on of the wares/se rvices covered by the trademar k 192.Appl ications for registrati on of the trademar ks used by the Compan y Countrie s in which each of the applicati ons for registrati on was filed for purposes of registrati on Filing date of the applicati on for registrati on Number of the applicati on for registrati on Name of ownerapplicant (s) Descripti on of the wares/se rvices covered by the applicati on for registrati on Current status of the file 193.List of the Compan y¶s propose d trademar ks 194.Lice nces (e.g: user licence) granted by the Compan y to third parties 195.Tec hnical documen ts relating to any trademar k 196.Assi gnment of rights agreeme nts entered into between the Compan y and third parties 197.Doc uments relating to any claim or complain t of trademar k infringem ent made by the Compan y against third parties 198.Doc uments relating to any claim or complain t of trademar k infringem ent made against the Compan y by third parties

199.Othe r (specify): «««« «««« ««« Copyrig hts 200.List of copyright s (whether or not registere d) owned by the Compan y in any country 201.Regi stration certificat es for copyright s owned by the Compan y Countrie s in which each of the copyright s is registere d Registrat ion date Registrat ion number Name of author(s) Name of registere d owner(s) Name of previous owner(s) (if applicabl e) Descripti on of the work covered by the copyright 202.Appl ications for registrati on of the copyright s owned by the Compan y Countrie s in which each of the applicati ons for registrati on was filed Filing date of the applicati on for registrati on Number of the applicati on for registrati on Name of author(s) Name of ownerapplicant (s) Descripti on of the work covered by the copyright Current status of the file 203.Lice nces (e.g: user licence) granted by the Compan y to third parties 204.Tec hnical documen ts relating to any copyright 205.Assi gnment of rights agreeme nts entered into between the Compan y and third parties 206.Doc uments relating to any claim or complain t of copyright infringem ent made by the Compan y against third parties 207.Doc uments relating to any claim or complain t of copyright infringem ent made against the Compan y by third parties

208.Othe r (specify): «««« «««« ««« Patents 209.List of patents (whether or not registere d) owned by the Compan y in any country 210.Regi stration certificat es for patents owned by the Compan y Countrie s in which each of the patents is registere d Registrat ion date Registrat ion number Name of inventor( s) Name of registere d owner(s) Name of previous owner(s) (if applicabl e) Descripti on of the invention covered by the patent 211.Appl ications for registrati on of patents Countrie s in which each of the applicati ons for registrati on was filed Filing date of the applicati on for registrati on Number of the applicati on for registrati on Name of inventor( s) Name of ownerapplicant (s) Descripti on of the invention covered by the patent applicati on Current status of the file 212.Lice nces (e.g: user licence) granted by the Compan y to third parties 213.Tec hnical documen ts relating to any patent 214.Assi gnment of rights agreeme nts entered into between the Compan y and third parties 215.Doc uments relating to any claim or complain t of patent infringem ent made by the Compan y against third parties 216.Doc uments relating to any claim or complain t of patent infringem ent made against the Compan y by third parties

217.Othe r (specify): «««« «««« «««

Industria l Designs

218.List of industrial designs (whether or not registere d) owned by the Compan y in any country 219.Regi stration certificat es for industrial designs owned by the Compan y

Countrie s in which each of the industrial designs is registere d Registrat ion date Registrat ion number Name of author(s) Name of registere d owner(s) Name of previous owner(s) (if applicabl e) Descripti on of the industrial design 220.Appl ications for registrati on of the industrial designs held by the Compan y Countrie s in which each of the applicati ons for registrati on was filed Filing date of the applicati on for registrati on Number of the applicati on for registrati on Name of author(s) Name of ownerapplicant (s) Descripti on of the industrial design Current status of the file 221.Lice nces (e.g: user licence) granted by the Compan y to third parties 222.Tec hnical documen ts relating to any industrial design 223.Assi gnment of rights agreeme nts entered into between the Compan y and third parties 224.Doc uments relating to any claim or complain t of industrial design infringem ent made by the Compan y against third parties 225.Doc uments relating to any claim or complain t of industrial design infringem ent made against the Compan y by third parties

226.Othe r (specify): «««« «««« ««« Trade Secrets 227.List of trade secrets owned by the Compan y in any country 228.Nam e of persons having knowled ge thereof 229.Lice nces (e.g: user licence) granted by the Compan y to third parties 230.Lice nces (e.g: user licence) granted to the Compan y by third parties 231.Assi gnment of rights agreeme nts entered into between the Compan y and third parties 232.Tec hnical documen ts relating to any trade secret 233.Doc uments relating to any claim or complain t of trade secret infringem ent made by the Compan y against third parties 234.Doc uments relating to any claim or complain t of trade secret infringem ent made against the Compan y by third parties

235.Othe r (specify): «««« «««« ««« Technol ogical Process es 236.List of technolo gical processe s owned by the Compan y in any country 237.Nam e of persons having knowled ge thereof 238.Lice nces (e.g: user licence) granted by the Compan y to third parties 239.Lice nces (e.g: user licence) granted to the Compan y by third parties 240.Tec hnical documen ts relating to any technolo gical process 241.Assi gnment of rights agreeme nts entered into between the Compan y and third parties 242.Doc uments relating to any claim or complain t of infringem ent of a technolo gical process made by the Compan y against third parties 243.Doc uments relating to any claim or complain t of infringem ent of a technolo gical process made against the Compan y by third parties

244.Othe r (specify): «««« «««« ««« Other Intellect ual Property Rights 245.List of other intellectu al property rights held by the Compan y in any country (e.g: user licences) 246.Lice nses granted by third parties 247.Sublicences granted by third parties 248.Tec hnical documen ts relating to any other intellectu al property right 249.Doc uments relating to any claim or complain t of infringem ent of intellectu al property rights made by the Compan y against third parties 250.Doc uments relating to any claim or complain t of infringem ent of intellectu al property rights made against the Compan y by third parties

251.Othe r (specify): «««« «««« «««

Confide ntiality and NonDisclosu re 252.Conf identiality and nondisclosur e agreeme nts signed by third parties in favour of the Compan y during the last five (5) years y Directors y Senior executiv es y Employe es y Sharehol ders y Consulta nts y Subcontr actors y Suppliers y Etc. 253.Conf identiality and nondisclosur e agreeme nts signed by the Compan y in favour of third parties during the last five (5) years 254.Com pany policies regardin g confident iality and nondisclosur e of informati on belongin g to the Compan y 255.Doc uments relating to any claim or complain t of breach of confident iality agreeme nts made by the Compan y against third parties 256.Doc uments relating to any claim or complain t of breach of confident iality agreeme nts made against the Compan y by third parties

257.Othe r (specify): «««« «««« ««« Miscella neous 258.List of persons who contribut ed to the develop ment of the Compan y¶s intellectu al property: y Name, address and telephon e number y Descripti on of involvem ent y Curriculu m vitae 259.Rele vant documen ts relating to any claim which a person (e.g: employe e, subcontr actor, etc.) is asserting or may assert with respect to any intellectu al property right that the Compan y claims to own 260.Conf identiality , nondisclosur e or other agreeme nts relating to one or more of the Compan y¶s intellectu al property rights 261.Noncompete or other agreeme nts relating to one or more of the Compan y¶s intellectu al property rights 262.Othe r agreeme nts relating to one or more of the Compan y¶s intellectu al property rights

ions given by lawyers or other professio nals with respect to any intellectu al property right of the Compan y or any liability of the Compan y with respect to any intellectu al property right, during the last five (5)

264.Othe r (specify): «««« «««« «««

KMachine ry, Tools and Equipme nt Rolling Stock 265.List of rolling stock (e.g: automobi les, trucks, trailers, etc.) y Make y Model y Year y Serial number y Licence plate number y Name of registere d owner y Equipme nt added y Other (specify): «««« « 266.Rolli ng stock acquisitio n agreeme nts y Acquisiti on date y Amount paid y Deprecia tion

y Valuation (liquidati on value, replacem ent cost, etc.) 267.Rolli ng stock rental agreeme nts 268.Rolli ng stock leasing agreeme nts 269.Rolli ng stock registrati on certificat es 270.Noti ces of default received by the Compan y

271.Othe r (specify): «««« «««« ««« Tools 272.List of tools 273.Tool acquisitio n agreeme nts y Acquisiti on date y Amount paid y Deprecia tion

y Valuation (liquidati on value, replacem ent cost, etc.) 274.Tool rental agreeme nts 275.Tool leasing agreeme nts 276.Noti ces of default received by the Compan y

277.Othe r (specify): «««« «««« ««« Equipme nt (Other Than Comput er Hardwar e) 278.List of equipme nt 279.Equi pment acquisitio n agreeme nts y Acquisiti on date y Amount paid y Deprecia tion

y Valuation (liquidati on value, replacem ent cost, etc.) 280.Equi pment rental agreeme nts 281.Equi pment leasing agreeme nts

282.Main tenance, service and support contracts 283.Noti ces of default received by the Compan y

284.Othe r (specify): «««« «««« «««

LProduct s and Services 285.List of products manufact ured by the Compan y y Brand y Model y Technica l descripti on y Product number 286.List of products offered by the Compan y y Brand y Model y Technica l descripti on y Product number 287.List of services offered by the Compan y y Descripti on y Service number (if applicabl e) 288.Pric e list for products offered 289.Pric e list for services offered 290.List of products in inventory 291.List of obsolete products in inventory 292.Acq uisition agreeme nts relating to products in inventory

293.Sup ply contracts entered into with suppliers 294.Noti ces of default received by the Compan y

295.Othe r (specify): «««« «««« ««« MComput er

296.List of computer equipme nt 297.List of software used y Name of software y Version name or number y Serial number y Type de version (single workstati on, network) 298.Com puter equipme nt acquisitio n agreeme nts 299.Com puter equipme nt rental agreeme nts 300.Com puter equipme nt leasing agreeme nts 301.Soft ware acquisitio n agreeme nts

302.Soft ware enduser licence agreeme nts 303.Com puter maintena nce, service and support contracts 304.Noti ces of default received by the Compan y 305.Com pany policy(ies ) regardin g the use of computer equipme nt 306.Com pany policy(ies ) regardin g the use of software 307.Doc uments relating to the develop ment of any software

308.Othe r (specify): «««« «««« ««« NImmova bles Immova bles Owned by the Compan y 309.List of immovab les owned by the Compan y 310.Acq uisition agreeme nts for each immovab le 311.Hyp othecary agreeme nts (real eastate morgage deeds) affecting each immovab le 312.Ren ewal of hypothec ary agreeme nts (real eastate morgage deeds) 313.Dee ds of servitude (deeds of easemen t) affecting each immovab le 314.Up to date certificat es of location for each immovab le 315.Valu ation reports on the immovab les, obtained or prepared during the last five (5) years 316.Title search reports on the immovab le 317.Extr act of the land register for each immovab le

318.Real estate, municipa l, school, business and other tax statemen ts for the last five (5) years 319.Corr esponde nce regardin g the immovab les received from/sen t to the municipa lity, including all notices of default or noncomplian ce, during the last five (5) years 320.Leas e agreeme nts for any item leased by the Compan y and located in or on any immovab le (e.g: water heater, trash container , etc.) 321.Con struction, improve ment, renovatio n, expansio n, demolitio n or other agreeme nts (includin g all tenders) relating to work carried out or to be carried out in or on the immovab les during the last five (5)

322.Othe r (specify): «««« «««« ««« Immova bles Leased by the Compan y (as Lessor) 323.List of immovab les (or portions thereof) leased by the Compan y, in its capacity as lessor 324.Leas e agreeme nts for each of the said immovab les (or portions thereof)

325.Leas e renewal or nonrenewal agreeme nts 326.Noti ces of default relating to any lease 327.Ancil lary documen ts relating to each of the said immovab les (or portions thereof) Letters of understa nding Addenda By-Laws of the immovab le

328.Othe r (specify): «««« «««« «««

Immova bles Leased by the Compan y (as Principal Lessee) 329.List of immovab les (or portions thereof) leased by the Compan y, in its capacity as principal lessee y Address of the immovab le y Name, address and telephon e number of the owner of the immovab le 330.Leas e agreeme nts for each of the said immovab les (or portions thereof) 331.Leas e renewal or nonrenewal agreeme nts 332.Noti ces of default relating to any lease 333.Ancil lary documen ts relating to each of the said immovab les (or portions thereof) Letters of understa nding Addenda By-Laws of the immovab le 334.Extr act of the land register for each immovab le

335.Real estate, municipa l, school, business and other tax statemen ts for the last five (5) years 336.Corr esponde nce regardin g the immovab les received from/sen t to the municipa lity, including all notices of default or noncomplian ce, during the last five (5) years 337.Leas e agreeme nts for any item leased by the Compan y and located in or on any immovab le (e.g: water heater, trash container , etc.) 338.Con struction, improve ment, renovatio n, expansio n, demolitio n or other agreeme nts (includin g all tenders) relating to work carried out or to be carried out in or on the immovab les during the last five (5)

339.Othe r (specify): «««« «««« ««« Immova bles Leased by the Compan y (as Subless ee) 340.List of immovab les (or portions thereof) sublease d by the Compan y, in its capacity as sublesse e y Address of the immovab le y Name, address and telephon e number of the sublesso r y Name, address and telephon e number of the owner of the immovab le 341.Subl ease agreeme nts for each of the said immovab les (or portions thereof) 342.Subl ease renewal or nonrenewal agreeme nts 343.Noti ces of default relating to any sublease 344.Ancil lary documen ts relating to each of the said immovab les (or portions thereof) Letters of understa nding Addenda By-Laws of the immovab le 345.Extr act of the land register for each immovab le

346.Real estate, municipa l, school, business and other tax statemen ts for the last five (5) years 347.Corr esponde nce regardin g the immovab les received from/sen t to the municipa lity, including all notices of default or noncomplian ce, during the last five (5) years 348.Leas e agreeme nts for any item leased or sublease d by the Compan y and located in or on any immovab le (e.g: water heater, trash container , etc.) 349.Con struction, improve ment, renovatio n, expansio n, demolitio n or other agreeme nts (includin g all tenders) relating to work carried out or to be carried out in or on the immovab les during the last five (5)

350.Othe r (specify): «««« «««« ««« OInsuranc e 351.List of all insuranc e compani es with which the Compan y has dealt during the last five (5) years Name, address and telephon e number of the insuranc e company Name, address and telephon e number of the insuranc e broker Name of the person in charge of the Compan y¶s file Telepho ne number (direct) Telecopi er number E-mail address

352.Insur ance policy(ies ) covering the Compan y¶s movable property (personal property) Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 353.Insur ance policy(ies ) covering the Compan y¶s rolling stock (e.g: cars, trucks, etc.) Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 354.Insur ance policy(ies ) covering the Compan y¶s immovab le property (real property) Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 355.Title insuranc e policy(ies ) covering the Compan y¶s immovab les Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 356.Insur ance policy(ies ) covering the Compan y¶s public liability Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 357.Insur ance policy(ies ) covering the Compan y¶s professio nal liability Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries

358.Busi ness interrupti on insuranc e policy(ies ) covering the Compan y¶s operatio ns Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 359.Insur ance policy(ies ) covering the liability of the Compan y¶s directors and officers Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 360.Life insuranc e or disability policy(ies ) covering the Compan y¶s employe es (includin g the directors and officers) Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 361.Insur ance policy(ies ) covering the health (e.g: dental, eye, medicati on, hospitaliz ation, etc.) of the Compan y¶s employe es (includin g the directors and officers) Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries 362.Insur ance policy(ies ) covering environm ental liability (includin g the directors and officers) Name of the insuranc e company Name of the insuranc e broker Amount of coverage Premium payable Name, address and telephon e number of beneficia ries

363.All other individual or group insuranc e policies 364.Doc uments relating to every insuranc e claim made during the last five (5) years

365.Othe r (specify): «««« «««« ««« PInternet 366.List of URLs linked to the Compan y¶s Web site 367.List of URLs (other than those linked to the Compan y¶s Web site) which belong to the Compan y 368.Cont racts, letters of understa nding or correspo ndence establishi ng or confirmin g any agreeme nt with a third party regardin g the Compan y¶s Web site (e.g: design, hosting, maintena nce, etc.) or regardin g any business operatio 369.List of e-mail addresse s used 370.Cont racts, letters of understa nding or correspo ndence establishi ng or confirmin g any agreeme nt with an Internet service provider regardin g, among other things, hosting of the Compan y¶s Web site 371.Noti ce of default, formal demand or other complain t documen t potentiall y affecting the use, ownershi p or enjoyme nt of the Web site or the email addresse s

372.Othe r (specify): «««« «««« ««« QEnviron ment 373.List of employe es with technical or legal skills related to the environm ent y Investiga tion of a contamin ated or potentiall y contamin ated site y Determin ation of the Compan y¶s liability regardin g its operation s and their impact on the environm ent 374.List of undergro und reservoir s y Descripti on and contents of the reservoir y Age of the reservoir y Conditio n of the reservoir 375.Surv eys of the soil, subsoil or immovab les and other surveys carried out by a governm ent agency or by experts during the last five (5) years 376.Rep orts of environm ental inspectio ns, examinat ions or analyses (includin g impact studies, character ization studies, etc.) carried out during the last five (5) years 377.Lice nces, permits, authoriza tions, certificat es or exemptio ns issued under any environm ental quality or environm ental protectio n legislatio n (includin g all laws, regulatio ns, decrees, orders, etc.) 378.Doc uments relating to the disposal of contamin ated soil or hazardo us waste 379.Com pany policy regardin g environm ental protectio n y Recyclin g y Waste disposal

380.Cont racts for services, and service, maintena nce and other contracts entered into with any environm ental consulta nt 381.Prior notices, official reports, notices of default, notices of violation, warnings , summon s, orders, orders to appear, fines, legal notices, judicial notices, or any other instrume nt or procedur e issued by a compete 382.Agre ements entered into with the governm ent or any governm ent agency during the last five (5) years 383.Cont racts relating to any environm ental work performe d 384.Doc uments relating to any complain t made against the Compan y by a third party (e.g: neighbou r) regardin g an environm ental problem

385.Othe r (specify): «««« «««« ««« ROperatio ns

386.List of all the Compan y¶s places of business y Complet e address y Telephon e number(s ) y Telecopi er number(s ) y Name of the person in charge 387.Acq uisition, lease or leasing agreeme nts relating to items with a value greater than $3,000

388.Offe rs or promises to purchase , whether or not accepted , relating to items with a value greater than $3,000 389.Coo perative, joint venture, strategic alliance, partners hip, cooperati on and other agreeme nts entered into between the Compan y and third parties 390.Con signment or condition al sale agreeme nts 391.Cont racts with any agent, agency, broker or brokerag e firm

392.Org anization chart or internal organizat ion plan of the Compan y (e.g: by sector, division, plant, etc.) 393.Stud ies, memos, reports and other documen ts regardin g the market in which the Compan y operates or may operate 394.Doc uments relating to foreign operatio ns 395.Cont racts entered into outside the ordinary course of business during the last five (5) years 396.Doc uments relating to any certificati on granted to the Compan y (e.g: ISO) 397.Doc uments relating to every warranty granted by the Compan y on the products sold by it

398.Othe r (specify): «««« «««« ««« SFranchis e 399.Fran chise agreeme nts entered into between the Compan y and any franchiso r 400.Othe r contracts or documen ts ancillary to a franchise agreeme nt 401.Ope rations manuals provided by the franchiso r 402.Noti ces of default received from franchiso rs

403.Othe r (specify): «««« «««« ««« TMarketin g 404.Pres s releases issued by the Compan y during the last five (5) years 405.New spaper and magazin e articles relating to the Compan y during the last five (5) years 406.Refe rence letters and written testimoni als from customer s 407.Adv ertising pamphlet s and other promotio nal documen ts 408.Print ed advertise ments 409.Medi a plan 410.Adv ertising agreeme nts entered into during the last five (5) years 411.Stud ies, surveys and inspectio ns carried out during the last five (5) years 412.List of associati ons, chamber s of commerc e and other organizat ions to which the Compan y belongs or to which any director, senior executiv e, sharehol der or employe e belongs as a 413.List of telephon e numbers used by the Compan y Regular line(s) Toll free line(s) (for callers) Mobile telephon e(s) Pager(s) Other

414.Cont racts and invoices relating to the said telephon e numbers Regular line(s) Toll free line(s) (for callers) 415.Acq uisition agreeme nts relating to any telephon e system

416.Main tenance agreeme nts relating to any telephon e system 417.Agre ement for services with any call centre 418.List of telecopie r numbers used by the Compan y

419.Cont racts and invoices relating to the said telecopie r numbers 420.Acq uisition agreeme nts relating to any telecopie r system

421.Main tenance agreeme nts relating to any telecopie r system 422.Noti ce of default, formal demand or other complain t documen t potentiall y affecting the use, ownershi p or enjoyme nt of the said telephon e and telecopie r numbers

423.Othe r (specify): «««« «««« «««

UClientele 424.List of the Compan y¶s customer s Name, address and telephon e number of the customer Name of the customer ¶s authorize d represen tative Annual sales figures for the last five (5) years Terms and condition s of payment granted 425.List of contracts entered into with the governm ent or with any governm ent agency 426.Sup ply contracts , contracts for services and other contracts entered into with the governm ent or any governm ent agency, during the last five (5) years 427.Com pany policies regardin g credit 428.Com pany policies regardin g collection s 429.Line of credit agreeme nts 430.List of accounts receivabl e y Age (current, 30 days, 60 days, etc.) y Amount 431.Noti ces of default sent to customer s during the last five (5) years 432.Doc uments relating to provision s for bad debts 433.Agre ements or undertaki ngs not to solicit customer s signed by third parties in favour of the Compan y 434.Agre ements or undertaki ngs not to solicit customer s signed by the Compan y in favour of third parties

435.Corr esponde nce sent to/receiv ed from any customer regardin g problems relating to the services/ products provided by the Compan y during the last five (5) years

436.Othe r (specify): «««« «««« ««« VSupplier s, Subcont ractors and Consult ants 437.List of the Compan y¶s suppliers , subcontr actors and consulta nts Name, address and telephon e number of the supplier, subcontr actor or consulta nt Name of its authorize d represen tative Nature of the products/ services in question Annual volume of purchase s Terms and condition s of payment granted 438.Line of credit agreeme nts 439.List of accounts payable y Age (current, 30 days, 60 days, etc.) y Amount 440.Noti ces of default received by the Compan y during the last five (5) years

441.Sup ply contracts (whether or not exclusive ) entered into with suppliers 442.Cont racts for services, and maintena nce, service and other contracts relating to obligatio ns to be performe d at regular intervals 443.Cont racts for services entered into with subcontr actors 444.Con sulting agreeme nts entered into with consulta nts 445.Distr ibution agreeme nts (whether or not exclusive ) entered into with distributo rs 446.Selli ng agency agreeme nts 447.Outs ourcing agreeme nts

448.Cont racts (includin g purchase orders) involving a disburse ment exceedin g $««« « per year for a period of more than one year. 449.Corr esponde nce sent to/receiv ed from any supplier, consulta nt or subcontr actor regardin g problems relating to the services/ products provided by it during the last five (5) years

450.Doc uments relating to liability arising from defective products 451.Opin ions, reports or studies prepared by any expert at the Compan y¶s request: y Lawyer y Accounta nt y Tax expert y Environm ental advisor y Engineer y Appraise r y Actuary y Insuranc e broker y Land surveyor y Other (specify)

452.Othe r (specify): «««« «««« ««« WEmploye es 453.Doc uments relating to the process of recruiting , hiring, evaluatin g, promotin g, transferri ng, laying off and dismissin g employe es 454.List of the Compan y¶s employe es (includin g senior executiv es and directors) Name, address and telephon e number Date of hire Position held Type of position (e.g: permane nt, parttime, casual, etc.) Descripti on of tasks Employm ent history (promoti ons, etc.) Current remuner ation (salary, commissi ons, bonuses, stock options, etc.) Employe e benefits and other benefits Current status (e.g: working, sick leave, etc.) 455.List of the Compan y¶s key employe es (includin g senior executiv es and directors) Name, address and telephon e number Date of hire Position held Type of position (e.g: permane nt, parttime, casual, etc.) Descripti on of tasks Employm ent history (promoti ons, etc.) Current remuner ation (salary, commissi ons, bonuses, stock options, etc.) Employe e benefits and other benefits 456.List of employe es currently on sick leave or disability leave (includin g senior executiv es and directors) Name, address and telephon e number Date of hire Position held Type of position (e.g: permane nt, parttime, casual, etc.) Descripti on of tasks Employm ent history (promoti ons, etc.) Current remuner ation (salary, commissi ons, bonuses, stock options, etc.) Employe e benefits and other benefits 457.List of employe es laid off or dismisse d (includin g senior executiv es and directors) during the last five (5) years Name, address and telephon e number Date of hire Position held Type of position (e.g: permane nt, parttime, casual, etc.) Descripti on of tasks Employm ent history (promoti ons, etc.) Current remuner ation (salary, commissi ons, bonuses, stock options, etc.) Employe e benefits and other benefits 458.List of employe es having left the Compan y to work for competit ors during the last five (5) years Name, address and telephon e number Seniority Position held Employm ent history (promoti ons, etc.) Remuner ation Employe e benefits and other benefits 459.Hirin g letters 460.Emp loyment contracts with employe es 461.Emp loyment contracts with sales represen tatives 462.Cont racts for services with selfemploye d workers 463.Emp loyee performa nce evaluatio ns for the last five (5) years 464.Emp loyment terminati on agreeme nts, release agreeme nts and other agreeme nts entered into with former employe es of the Compan y during the last five (5) years 465.Rec ords of employm ent issued by the Compan y during the last five (5) years 466.Org anization chart (hierarchi cal structure ) 467.Com pany policies of the Compan y y Sexual harassm ent y Conflicts of interest y Repaym ent of expense s y Overtime y Etc. 468.Emp loyee handboo k(s) or guide(s) 469.Hum an resource s manage ment handboo k(s) or guide(s) 470.Hist ory of union activities within the Compan y y First steps taken towards unionizat ion y Principal organizer s y Certificati on process y Name, address and telephon e number of the union y Name, address and telephon e number of the union president y Name, address and telephon e number of the union steward y Strikes, lock-outs and other work stoppage s 471.Coll ective agreeme nts with any union (includin g all amendm ents)

472.Draft collective agreeme nts with any union 473.Lett ers of understa nding with any union 474.List of grievanc es filed against the Compan y during the last five (5) years 475.Doc uments relating to every grievanc e filed against the Compan y during the last five (5) years 476.List of grievanc es filed by the Compan y during the last five (5) years 477.Doc uments relating to every grievanc e filed by the Compan y during the last five (5) years

478.Judg ments or arbitratio n decisions rendered during the last five (5) years 479.Doc uments relating to every claim regardin g employm ent injuries made during the last five (5) years 480.Und erstandin gs, agreeme nts and other types of undertaki ngs entered into by the Compan y with respect to all or part of the remuner ation or employe e benefits (e.g: bonuses, pensions , incentive bonuses, 481.Doc uments relating to pension funds y History of contributi ons y Current status of the fund

y Revision of actuarial tables 482.Doc uments relating to all employe e benefits 483.Doc uments relating to all group health plans y Medical y Dental y Eye y Other (specify) 484.Agre ements or undertaki ngs not to solicit personn el signed by third parties in favour of the Compan y 485.Agre ements or undertaki ngs not to solicit personn el signed by the Compan y in favour of third parties 486.Doc uments relating to any sexual harassm ent complain t made against any director, senior executiv e, sharehol der or employe e of the Compan y during the last five (5) years 487.Doc uments relating to any complain t of discrimin ation (based on age, gender, etc.) made against the Compan y during the last five (5) years 488.Equi pment loan or lease agreeme nts entered into with directors, senior executiv es, sharehol ders or employe es during the last five (5) years y Name and address of borrower

y Nature of equipme nt loaned (e.g: notebook computer , automobi le, etc.) y Terms and condition s of the loan or lease y Current status 489.Agre ements for the loan of money entered into with directors, senior executiv es, sharehol ders or employe es during the last five (5) years y Name and address of borrower y Amount of the loan y Interest rate y Terms and condition s of repayme nt y Current status 490.List of positions currently vacant y Title of position y Descripti on of tasks y Departm ent in question y Date position became vacant y Steps taken to fill the position y Current status

491.Othe r (specify): «««« «««« ««« XCompeti tion 492.List of the Compan y¶s top ten (10) competit ors Name, address and telephon e number Compan y¶s position in this list 493.Indu stry studies, reports, reviews or other documen ts regardin g the competiti on faced or likely to be faced by the Compan y y Compan y¶s market share y Competiti ve advantag es and disadvan tages

494.Othe r (specify): «««« «««« ««« YResearc h and Develop ment 495.Doc uments regardin g research and develop ment carried out by the Compan y 496.Res earch and develop ment contracts signed by the Compan y during the last five (5) years

497.Othe r (specify): «««« «««« ««« ZMiscella neous 498.All other Informati on reasona bly required by the Purchas er 499.All other Informati on regardin g any matter liable to give rise to a claim for a brokerag e fee 500.All other Informati on regardin g any fact which is necessar y or useful so that the due diligence is complete and does not mislead the Purchas er

501.Othe r (specify): «««« «««« ««« DECLAR ATION

4 The undersig ned, «««« ««.., domicile d and residing at «««« «««« «, hereby declares as follows: y I am the «««« «. and duly authorize d represen tative of the Compan y (OR: the Vendor);

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y all Informati on provided on and in support of this Checklist is complete and accurate. SIGNED IN .............. ........ (.....) COUNTE RPARTS , IN THE CITY OF ........, PROVIN CE (OR: STATE, DEPART MENT, ETC.) OF .........., ON .............. .............. ........ .

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