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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

GENERAL INFORMATION 1. Exact corporate name 2. Corporate affiliates, subsidiaries, parents, etc., if any 3. Address(es) 4. Date and state of incorporation; Bylaws, articles of incorporation, current certificate of good standing 5. Location of minute books 6. Corporate history 7. Description of products/services 8. Fiscal year 9. Capitalization 10. Rights of each class of stock and other securities 11. Stockholders' agreements and terms thereof 12. Names of stockholders and holdings 13. Bank depositaries and average bank balances 14. Bank references 15. Credit rating 16. Location of company's records 17. Accountants 18. Attorneys

PERSONNEL 19. Directors and their affiliations

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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

20. Officers - For each: position, duties, age, health, salary, service, experience, personal plans for the future, other interests/responsibilities (including time devoted thereto), and stockholdings 21. Organizational chart 22. Employee contracts; terms, expiration dates 23. Number of officers and employees in production, R & D, Sales, administration, etc. 24. Union contracts; terms, expiration dates, type & number of employees unionized; any pending agreements in production, R&D, sales, administration, etc. 25. Strike record, labor morale; handling of labor relations 26. Labor market (for all types of personnel) 27. Pension, profit sharing, insurance, stock bonus/appreciation rights, deferred compensation, and severance plans in place, pending, or being discussed 28. Industry comparisons: number of employees, hours per week, wage rates, etc., for past five years

OPERATIONS 29. Description, including significant changes in the past few years, for: a. Capacity and percent utilization b. Production controls (scheduling and inventory) c. Shipping an receiving controls d. Accounting controls e. Targeted problem areas; priorities 30. Principal suppliers and terms 31. Distribution methods and terms; brokers or agents and their compensation 32. Branch offices and their operations 33. Subsidiaries, their operations and inter-company dealings

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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

34. Government contracts and subcontracts 35. Seasonal factors and their historical and forecasted effects 36. Public relations, stockholder relations

SALES 37. Description of market 38. Number of customers and names of principal customers 39. Gross and net sales for past five years and monthly for the past twelve months 40. Penetration of market by product 41. Possibilities of increase through existing products, new products, by diversification 42. Sales comparisons with the industry for past five years, and monthly for past twelve months 43. Sales backlog, accounts receivable activity, and customer continuity 44. Sales correspondence 45. Sales policies and compensation of sales personnel 46. Pricing policies and fluctuation in past five years 47. Principal competitiors 48. Relative size in the industry 49. Comparative advantages and disadvantages 50. Any non-related activities 51. Missing product lines 52. Advertising and sales promotion programs: cost and effectiveness over past five years 53. Research program: cost, history, scope, potential, results, work done by outsiders or contractors

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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

54. New developments 55. Industry trends 56. Current and future prospects

EARNINGS/LOSSES 57. Earnings/loss for last five years along with original budgets and forecasts for the same period; reasons for variations, non-recurring item, significant changes affecting financial performance 58. Earnings comparison with the industry for past five years 59. Dividends, distributions (total and per share) for past five years 60. Potential economies 61. Current and future earnings prospects 62. Analysis of selling and general & administrative exegeses

PLANT/OFFICE FACILITIES 63. Location; owned or leased; if leased, copy of lease; if owned, legal description 64. Shipping facilities 65. Real Estate taxes 66. Land; acreage, cost, assessed value, fair market value (appraisal) 67. Buildings: description, including photos if available; age and condition area; depreciation reserves, methods, rates, policies; assessed value; fair marked value (recent appraisal); fire insurance 68. Title to realty and title policy 69. Machinery and equipment; description, age, condition, efficiency, insurance coverage. Depreciation reserves. , Methods, rates, policies, total acquisitions during past five years, most recent additions 70. Future plant, machinery, and equipment requirements
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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

71. Capitalization, repair policies 72. Capital expenditures and repairs for past five years 73. Production costs (and percentages) and comparison with industry 74. Efficiency of operations; any efficiency studies, with results and recommendations, implementation plans 75. Subcontracting done by others 76. Certificates of necessity 77. Surplus or idle buildings and equipment

ASSETS 78. Relationship of cash to current liabilities 79. Aging and number of accounts receivable 80. Provision for bad debts 81. Inventories; current (method, date); location, finished goods by product, work in progress by product, raw materials by product, cost/pricing methods, accounting procedures and practices, provision for obsolete or slow moving stock (latest inventory aging) 82. Analysis of notes receivable 83. Analysis of investments 84. Subsidiaries; treatment on parents balance sheet. Analysis of significant items (using this checklist) 85. Analysis of other assets 86. Patents held, pending, to be filed

LIABILITIES 87. Renegotiable liabilities, status if being renegotiated

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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

88. Current federal state tax status and tax payments for last three yeas 89. Commitments for new buildings, machinery, equipment, other assets/investments 90. Loans outstanding, terms, documentation 91. Debentures, bonds, notes outstanding and terms, documentation 92. Dividend and interest arrearages 93. Leases, locations, terms 94. Insurance coverage, fidelity bonds 95. Pensions, deferred compensation, bonuses, accruals, etc. 96. Contingent liabilities; warranties, guarantees, as co-guarantor, patent or license infringement, loss contracts. Compensation, litigation 97. Litigation record and present status

FINANCIAL DATA 98. Annual statements and audit reports for past five years 99. Tax returns for past five years 100. 101. 102. 103. 104. 105. 106. Surplus statements Disposition of funds statement Reports to Securities and Exchange Commission, State Securities agencies Explanation of how consolidations, if any, were effected and separate statements for each company involved Chart of accounts Book, net quick, liquidating, and market values for past five years Working capital for past five years and normal working capital requirements based on trade practices, credit terms to customers, consignments, finished inventory, and raw inventory

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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

107. 108. 109. 110. 111. 112. 113.

Net working capital ratios for the past five years Net quick assets position for the past five years Annual depreciation compared with capital additions for past five years Inventory turnover for past five years Cash, inventory, and working capital requirements for the past two years Interest charges for past five years Exchange upon which the companies stock is traded, recent stock sales and prices paid

PROJECTED FINANCIAL DATA 114. Performa balance sheet, profit/loss forecast and cash flow statement for next twenty-four months on a month-by-month basis, subsequent thirty-six months on an annual basis

COMPARISON WITH COMPARABLE COMPANIES 115. The following ratios for the subject company should be compared with those of comparable companies for the past five years and by quarter of the previous twelve months: a. Price to earnings b. Price to book value c. Sales to accounts receivable d. Sales to inventory e. Sales to fixed assets f. Earnings to book value g. Gross profit to sales h. Net income to sales

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DUE DILIGENCE LIST

UCI Web Group, Inc.


7601 North Federal Highway Suite A 220 Boca Raton, FL 33487 Phone 561-997-0898 Fax 561-997-0898 www.uciweb.com

i. General & administrative expense to sales 116. 117. Additional comparisons; sales per employee. Growth rate of sales, operating profits Identify premier companies in same industry as subject company; brief analysis of their financial performance and competitive advantages and disadvantages

TERMS OF OFFERING-ACQUISITION-MERGER 118. 119. 120. 121. 122. 123. Reasons for transaction, if offering, use of proceeds Valuation of company including assumptions used in valuation analysis Terms Description of financing Brokerage fees, underwriting expense, miscellaneous expense Tax considerations

MISCELLANEOUS OR SPECIAL INTEREST ITEM 124.

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