GENERAL DUE DILIGENCE REQUEST LIST

WITH INDUSTRY SPECIFIC SECTIONS Note (1): The following requests have been prepared to encompass those requests that may be provided by other advisors and will duplicate those being requested by attorneys and other advisors. Note (2): For asset transactions (rather than stock deals), delete requests for corporate-related documents and tax returns to only those entities where stock is being acquired. Note (3): This listing has been prepared for acquisitions of US businesses. To the extent there are foreign subsidiaries, branches and divisions, the listing should be modified to request information relevant to the specific subsidiary, branch and foreign division. This information would ordinarily include access to local auditors statutory audit workpapers, and reconciliations between US GAAP and local GAAP.
These materials are provided with the understanding that the author, the publisher and any contributor to, or other source of, any included content are not engaged in rendering legal, accounting, tax, auditing, advisory, consulting or other professional services or advice. Changes occur routinely in the areas addressed and in the interpretations of rules and knowledge in these areas. Some conclusions and matters addressed are subject to opinion and judgment rather than hard and fast rules. Accordingly, no research or recorded material on these topics can carry with it any warranty of the completeness, accuracy or otherwise. If you have questions or other involvement in any of these areas you should consult an Protiviti professional, as appropriate.

I. HISTORICAL FINANCIAL MATTERS 1. Audited financial statements for the past 5 years. 2. Monthly/quarterly internal financial statements for past 3 years and to date in current year 3. Periodic reports prepared by management to run their business (past 3 years and to date in current year), including formal reports prepared for board/senior management 4. Access to independent public accountants and, if applicable, any internal audit groups audit workpapers for past 3 years; to the extent the independent public accountants have performed any stand-alone subsidiary, divisional, acquisition earn-out or benefit plan audits, access to these audit workpapers is also requested 5. If a subsidiary or division of another company, read and discuss the companys consolidating financial statements and understand how it ties to financial information received and evaluate whether any consolidating entries impact the stand-alone target 6. Periodic financial reports prepared for external use/delivery to lenders/outside third parties, if any, for the past 3 years 7. Statement of officers/outside auditors to lenders regarding compliance with debt covenants, if any, for the past 3 years 8. External auditors management letters for the past 5 years (of if a subsidiary or business unit, extracts of the relevant sections) 9. Internal audit reports for past 5 years, if any 10. If a public company, copies of all public filings for the past 5 years, together with copies of all correspondence with the SEC (e.g., SEC comment letters). Also access to copies of any Comfort Letters issued by independent public accountants to underwriters, placement agents, etc. 11. Current listing of employees, together with job description and compensation levels 12. Listing of any special perquisites provided to executives, including quantification of such benefits, for the past 3 years 13. Analyses of customer profitability statements, if any (if not readily available, seek, at a minimum, the top 10), together with annual volumes for the past 3 years. 14. In order to analyze Income Statement Trends, copies of available reports for the past 3 years and to date in current year (the following is an example and should be modified for appropriate and relevant industry

-1-

15. 16. 17. 18. 19. 20. 21. 22. 23.

24. 25. 26. 27.

related information): Customers showing gross and net revenues, Gross and Net Sales and margins by Customer, together with SKUs and quantities purchased and selling prices, if possible Gross and Net Sales and margins by Sales Rep/Dealer/Distributor, etc.. that ties to consolidated net sales Gross and Net Sales and margins by SKU on a consolidated basis and for each Distribution Center or manufacturing facility (customize as applicable) Gross and Net Sales and margins by Distribution Center or manufacturing facility (customize as applicable) Gross and Net Sales and margins as between Owned inventory, Consigned Inventory, and Equipment Sales (customize as applicable) Supplier Rebates/Manufacturers Incentive Activity by Manufacturer (we will want to understand how this profit is allocated among any of the other sales reports) Headcount by Distribution Center or manufacturing facility (customize as applicable) Square Footage for each Distribution Center or manufacturing facility with breakdown between warehouse and non-warehouse space SG&A expense by natural account/line item for each distribution center and profit/cost center (customize as applicable) Promotional expenses provided to each customer Results of any customer/client audits for past 3 years, if any Individual income statements for each distribution location, retail location, manufacturing facility, etc..., or alternatively, listing of revenues, operating profit and pretax income for each location Discussion with management as to purchasing related matters Listing of vendors together with annual volumes for past 3 years, and average prices, if readily available (if not readily available, seek the top 10). For top 10 vendors, copies of the purchase contracts together with a summary of purchasing terms Summary of any take or pay arrangements Schedule of all transactions with related parties/sister companies/affiliates together with amounts paid for such types of transactions for each of the past 3 years and to date in the current year Rollforward analysis of movements in accounts due from or payable to non-consolidated affiliates for the past 3 years with specific identification of amounts charged back to the affiliates that did not run through the targets income statement If a subsidiary or division of another company, a rollforward analysis of movements in intercompany accounts for the past 3 years, with specific identification of amounts charged back to the parent and affiliates that were incurred by the target and which did not run through the Targets income statement Listing of historical cash balances by month, including distinction between domestic and foreign; if such amounts are not generally available in a monthly listing, then quarterly analyses should suffice For the past 3 years, monthly working capital investment levels Access to Bank reconciliations for previous year and to date in current year (major accounts only) Detail and supporting items for the following items at December 31 of the past 3 years and the most recent date available in the current year -- some of this information may need to be obtained via electronic data downloads, depending on the system and its capabilities (the following is an example and should be modified for appropriate and relevant industry related information): Accounts receivable aging and customer concentration analysis by geographic area or distribution center Notes Receivable balances together with interest recorded and collected on such notes

-2-

Loans and Advances to Officers and Employees with movements thereon as between the above periods Accounts receivable reserve computations, together with a rollforward of activity Details of accounts receivable written-off Details of Manufacturers rebate receivables (including those for coop, chargeback, advertising, training cost-sharing, price protection, returned product, etc...) together with underlying supporting contracts/contractual information, and amounts recorded as income in the income statement for the past 3 years and year to date in the current year Accounts receivable due from officers/employees/related parties/affiliates, together with rollforwards of activity for the past 3 years and to date in the current year Relevant inventory reports used by management in operating the business. We would assume that the Company would have analyses of inventory by SKU, warehouse, product line, etc., indicating quantities and priced-out historical amounts, current cost, current selling prices and sell-through Analyses of obsolete/slow moving inventory, including description of older generation inventory items Aging of inventory for which dating is an issue, Computations of intercompany profit eliminations, if any Computations of the inventory reserves recorded in the financial statements, together with rollforwards of activity for the past 3 years and to date in the current year If applicable, copies of LIFO computation workpapers Analysis of how Work-in-Process was computed Fixed assets listing, with depreciation computations (together with roll-forwards from prior periods) Amounts of tooling included in fixed assets, or elsewhere on the balance sheet, together with summary of accounting policy, description of amortization period, and discussion as to controls over replacement tooling and the accounting for replacement tooling Investment and cost vs. market reports, together with SFAS No. 115 breakdowns, if applicable Prepaid expenses/other current assets, with appropriate detail support Components of Other Assets (together with roll-forwards from prior periods), if applicable Components of Goodwill/Intangibles (together with roll-forwards from prior periods), if applicable Listing of individual policies comprising the Cash Surrender Value of Officers Live Insurance, with gross CSV and loan balances Accounts payable detail, with agings, if available Deferred revenue, if any Summary of accruals and reserves, together with related computations as to how such amounts were determined and discussions of procedures for recording operating accruals such as payroll, benefits, commissions, vacation, freight, telephone, telemarketing, incentive compensation, workmans compensation, medical/benefits, etc. Advances from customers, if any Long term debt Deferred Income Taxes, including movements in balances for the past 3 years and, if available, to date in the current year Rollforwards of shareholders equity for the past 3 years and to date in the current year 28. Analyses of movements in reserves (cash and non-cash) including those related to inventory, receivables, as well as movements in accrued liabilities such as sales returns, discounts, volume rebates, bad debt, coop/chargeback/advertising/consumer promotion, etc. and other -3-

29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42.

43. 44. 45. 46. 47.

sales/recurring operating reserves/accruals, and general reserves for the past 3 years and to date during the current year (customize as applicable) Summary of accounting for discontinued operations and/or other closed branch offices, if any, particularly for operations where the company continues to retain certain obligations Analysis of any restructuring charges recorded together with any movements in the related reserves for the past 3 years and to date in the current year Analysis of any severance charges recorded together with any movements in the related reserves for the past 3 years and to date in the current year For top 10 customers, the high and low balances of accounts receivable for each month for the previous year and to date in the current year For each month, or if the quarter is more readily available, for the past 3 years and to date in the current year, an analysis of actual customer returns and allowances, as well as the amount accrued to expense during such month relative to sales Management analysis of non-recurring income and expense items, and where these items are reflected in the income statements for the past 3 years and to date in the current year, together with applicable supporting analyses and computations Details of other income and expense, including computations of gains and losses on asset sales, insurance recoveries, etc. Listing of amounts paid to law firms/system consultants/other consultants and advisers for past 3 years, as well as amounts paid by the shareholders/the parent/affiliates and not charged to the company Amounts reflected in the financial statements forthe past 3 years and to date in the current year for realized and unrealized foreign currency exchange gains and losses, if any SFAS Nos. 87, 106 and 112 reports prepared by the companys actuary for the past 3 years and to date in the current year Accounting for environmental costs, including clean-up, on going compliance, superfund contributions and identified exposures, together with related amounts incurred and or paid for in the past 3 years and to date in the current year Detailed Reports underlying self-insurance reserves (e.g., workmans comp, medical, life, product liability, etc...), together with underlying assumptions, trend and discount rates. Analysis of real estate tax costs for each facility in which the company is responsible for paying the real estate tax, together with a description of any arrangements with the municipality for abatements, tax holidays, etc. Summary of warranty costs(as well as product liability, etc... make industry specific), if any, charged to earnings for the past 3 years and to date in the current year compared to the cash costs incurred during such periods, as well as methodology used in each year to determine level of reserve requirements. To the extent warranty costs are recovered from other manufacturers/suppliers, copies of relevant contracts and assessment as to realizability of amounts to be recovered. Summary of lease commitments and significant financial terms for each leased facility (see below for copies of lease agreements) Inventory standard cost build-up for the top 10 SKUs for the past 3 years and to date in the current year, well as access to the standard cost details for other SKUs Summary of monthly inventory standard cost variances for the past 3 years and to date in the current year together with amounts capitalized on balance sheet Formal analyses, if any, prepared by the company to develop realizability assessments of longlived assets (intangible and tangible -- SFAS No. 121) For the past 3 years and to date in the current year, amounts of advertising costs, bonuses, and other discretionary expenses, including amounts paid by the target as well as amounts incurred by the parent/shareholders and not charged to the business, if any

-4-

48. Summary of any reserves for taxes reflected in the financial statements, as respects legal entities being acquired 49. If applicable, for long-term and other contracts accounted for using percentage of completion accounting, a summary of costs incurred for each contract together with estimates to complete for open contracts, and for closed contracts a summary of margins recorded each month and the final contract closing workpapers [see more detailed discussion in government contract area] 50. Description of the parents corporate policy for charging its business units for the following costs: costs of tax compliance and maintenance of corporate tax department costs of centralized payroll and check charges bank account maintenance and related deposit, disbursement and wire transfer fees Human resource type transactions Costs of separate plan actuaries, administrators and consultants Costs of actuaries, administrators and consultants for commingled plans Costs of environmental and OSHA experts and consultants that provide corporate wide services External audit fees and expenses Internal audit costs and expenses Corporate wide safety programs and consultants MIS/EDP department allocation methodology, together with related analyses of how the costs to be charged to the acquired business units were determined External legal fees Costs and expenses of In-house counsel Management fees, if any, for executive office costs Corporate office rent and related overhead costs Public relations consultants, if any Advertising, Design and marketing services provided by Corporate office personnel to the business units Real estate management personnel and related expenses, as well as consultants 51. Brief description of credit policies 52. Brief description of current commitments for CAPEX II. MATTERS RELATING TO PROJECTIONS 1. Copies of the Companys current year Forecast compared to Actual results to date 2. Copies of the Companys future Projections for at least 2 years, together with summary of assumptions and any other information used to develop such Projections 3. CAPEX Forecasts 4. Comparison of past 3 year Actuals to Original Forecasts, together with management commentary as to the reasons for significant deviations from Forecast III. LEGAL MATTERS 1. List of all subsidiaries, affiliates and related parties, including the identification of all entities in which the company had an equity or other financial interest during the past 3 years 2. The Companys and the subsidiaries certificates of incorporation, with all amendments (including certificates of designation) 3. The Companys and the subsidiaries By Laws as currently in effect 4. A current listing of the jurisdictions where the Company and each subsidiary are qualified as a foreign corporation and any other jurisdictions where they have a significant presence or do substantial business 5. A current listing of the names under which the Company and each subsidiary does business

-5-

6. A current list of shareholders showing shares owned and stock transfer ledgers, and current list of option holders 7. Corporate minute books, including minutes of meetings of shareholders, board of directors, executive committee of the directors and/or shareholders and consents in lieu of meetings 8. Annual reports, quarterly reports, and any other communications to stockholders for the past 5 years 9. Any reports to the Board of Directors, including reports of auditors for the past 5 years 10. Shareholder agreements 11. Option agreements and warrants (including, where applicable, exercise dates and exercise or purchase prices) and any other agreements with respect to securities 12. Agreements involving material acquisitions and dispositions of assets or securities and all mergers and consolidations for the past 10 years 13. Intercompany tax-sharing agreements 14. Names of any affiliates or other entities in which the company or any subsidiary or the shareholders of the company had or have a controlling interest and description of the relationship, all for the last 5 years 15. Current list of directors and officers and brief history on each showing experience and affiliations 16. Reports filed with, notices from and material correspondence to or from any municipal, state or federal regulatory agency, for the past 5 years 17. All material governmental permits, licenses, approvals, etc. for the past 3 years 18. All documents and agreements evidencing indebtedness, including all loan agreements, indentures, bonds and other debt instruments and all documents and agreements associated therewith, including all guaranties, fee agreements, security agreements (and UCC filings and other filings in connection therewith) and pledge agreements, for the past 5 years 19. Correspondence with principal lenders for the past 3 years 20. Letters of counsel in response to auditors requests for the past 5 years 21. Copies of Resales Certificates 22. List of patents and trademarks, if any, together with a description of the accounting for any costs incurred for the past 3 years for either obtaining or defending patents 23. Listing of all litigation matters (plaintiff and defendant) for past 5 years, together with status of matters currently outstanding, and the amount of reserves reflected on the balance sheet, if any, as well as the amount of costs incurred in connection with each action, together with all documents and correspondence relating to each matter 24. Listing of all administrative or agency proceedings or governmental investigations or inquiries, pending or threatened, affecting the Company or any subsidiary for the past 5 years, including all documents and correspondence relating thereto 25. Current letters from each lawyer or firm prosecuting or defending matters pending referred to in the prior 2 requests, describing such matters 26. Listing of all claims or threatened litigation by or against the Company or any subsidiary for the past 3 years 27. Decrees, judgments, orders or awards affecting the Company or any subsidiary for the past 3 years 28. Settlement Agreements and Settlement Proposals for the past 5 years 29. Summary of product liability claims and related costs for 1994, 1995, 1996 and to date in 1997 30. Bankruptcy, criminal and judicial proceedings against any current or former officer or director of the company 31. Indemnifications provided to officers/directors IV. INSURANCE MATTERS 1. Schedule of all current insurance policies, including, but not limited to: property and casualty,

-6-

2. 3. 4. 5. 6. 7. 8.

liability, group and individual life and health, workmans compensation, fidelity, product liability, disability and D&O, and for each, describe: coverage, policy number and type, insurer and agent, premium, expiration date, deductible (if applicable), material changes in any of the foregoing for the last 3 years, and claims history for the past 3 years Copies of all policies and material correspondence relating thereto for the past 3 years Listing of all performance bonds Third party administrators/insurance companys summary of workmans compensation incidents, together with claim cost and estimates, for each of the past 3 years Analysis of medical claim costs for past 3 years, together with summary of current reserve buildup, and any segmentation information as to types of claims or ranges of costs incurred Schedule of insured property values and which properties are covered Summary of any claims submitted for fidelity coverage for past 5 years Listing of any pending E&O or D&O incidents, if any

V. EMPLOYMENT MATTERS 1. Listing of current employees with the following information: full or part time status, brief description of employment duties, union/non union status, start date, and annual compensation and method of compensation 2. Current employment agreements 3. Agreements relating to consulting, management and other professional engagements for the past 2 years; there should also be an indication as to which consultants were previously employees of the company 4. Collective bargaining agreements in effect during each of the last 5 years 5. List of employee benefit plans, programs and policies (formalized and informal), including, but not limited to: bonus, incentive and deferred compensation, stock option, pension, retirement, severance, medical and dental, VEBAs, cafeteria plans, vacation and sick leave, and all other incentive and benefit plans or arrangements; all for the past 3 years, together with a summary of the accounting and the amounts reflected in the financial statements 6. For each item listed in the previous request, please provide copies of all plan documents, summary plan descriptions, financial statements and related audit reports, actuarial reports, tax returns, reports, determination letters and all other literature, reports, accountings, filings and other documents which describe or are prepared in connection with such plans, policies or programs 7. Any documents relating to transactions between the Company ( or any subsidiary) and (1) any director, officer, shareholder or key employee of the Company or any subsidiary, or (2) any entity controlled or 5% or more owned by any of the foregoing; all for the past 3 years 8. EEO-1 Reports for the past 3 years 9. Notices of Violations or claimed violations under any laws relating to EEOC or other antidiscrimination or other employment related laws for the past 2 years, together with a summary of the accounting and the amounts reflected in the financial statements 10. Current Personnel manuals, handbooks and policies 11. OSHA records for the past 3 years 12. Description of labor relationships (including threatened or actual work stoppages), turnover experience and bargaining history for the past 3 years 13. Listing of pending union grievances 14. Results of any formal employee surveys VI. REAL ESTATE AND OTHER PROPERTY MATTERS

-7-

1. Current listing of all real estate owned or leased including address, buildings or improvements thereon, general description and statement of whether owned or leased 2. For each property listed in the previous request, please provide: leases and subleases option agreements operating agreements license and concession agreements liens and encumbrances environmental reports, surveys, etc. material agreements relating thereto, including options, easements, leases, guaranties, warranties, etc. Annual costs, including repairs and capital improvements Age and condition including any reports with respect thereto Contracts for the purchase, sale or removal of electricity, gas, water, telephone, sewage, and any other utility service description of any ongoing construction 3. For real property owned, also provide: title copies of all other recorded documents title insurance policy surveys appraisals assessed value accumulated depreciation purchase contracts 4. For leased real property, if lease results from sale-leaseback, please provide all documents relating to the sale-leaseback transaction 5. Real estate tax bills for owned or leased property 6. Licenses, permits and governmental approvals applied for or issued regarding each property in the first request in this section, relating to: State certification zoning and building costs safety elevators environment hazardous waste underground storage tanks business licenses and other operating permits 7. Current listing of all idle buildings and equipment 8. Current listing and description of owned material tangible assets other than real estate, including location, condition, and accumulated depreciation 9. Current listing of all material agreements and commitments for rented or leased personal property, including location, description, condition, terms, options, and annual costs (and copies of all documents in connection therewith) 10. Current listing of patents, copyrights, trade and service marks and names (and all applications in respect of the foregoing) and all documents evidencing registration or licensing thereof. Indicate whether any are the subject of threatened or actual infringement actions, or if unlicensed use is being made of such, please provide the details

-8-

11. Description of all liens and encumbrances upon personal property VII. MATERIAL CONTRACT RELATED MATTERS 1. Current agreements, contracts or commitments relating to capital expenditures 2. Licensing, distribution, franchise, royalty and agency contracts to which the company or any subsidiary has been a party for the past 3 years 3. Current purchase, supply and sale agreements, including any Master Purchase Agreements 4. As currently in effect, any agreements, contracts or commitments limiting the freedom of the company or any subsidiary to engage in any line of business or to compete with any other person or entity, and agreements limiting any person or entity from competing with the company or any subsidiary 5. Copies of standard forms of agreements used in connection with the business, including standard forms of purchase orders, dealer agreements, etc. 6. Documents reflecting normal price and sale terms and conditions, and any deviations therefrom, for the past 3 years 7. Any agreements, contracts or commitments which might reasonably be expected to have a potential material adverse impact on the business, or which may prevent consummation of the contemplated transaction, for the past 3 years 8. Joint venture and similar agreements in effect during the last 3 years 9. Agreements with any railroad, trucking or other transportation company currently in effect 10. Express warranties (oral or written) given by the company or any subsidiary for the past 3 years 11. Contracts or agreements which are terminable or violated upon a change of control of the company which are currently in effect 12. Listing of powers of attorney currently outstanding 13. Banking agreements relating to lines of credit and letter of credit facilities 14. All other debt agreements and promissory note agreements 15. License and royalty agreements to which the acquired business units are a party, if any 16. Earn-out agreements to which the Company or any subsidiary is a party 17. Non-compete agreements 18. Maintenance agreements, including software 19. Due diligence findings documented by the company and reports of advisors prepared in connection with acquisitions made by the company. 20. Stock purchase rights agreements, if any 21. Stock option plan agreements to which the companys employees participate, together with the amounts of options awarded to employees and a summary of how the company has accounted for such awards if it is not a fixed plan as defined in APB No. 25 (as amended by SFAS No. 123) 22. Preemptive rights agreements, if any 23. Registration rights agreements, if any 24. Management/seller summary of all rebate arrangements with customers and vendors, as well as description of all promotional arrangements (e.g. co-op advertising) and incentives provided to customers or received from venders for the past 3 years, that would impact prices paid by customers to the business units, or paid by the business units 25. Summary description of any barter arrangements, together with estimated volumes and amounts 26. Description of any vendor contracts that contain minimum purchase quantities/volumes/dollars, together with comparison to current levels of purchasing 27. Management/seller summary of all vendor contracts believed to contain pricing viewed to be favorable relative to current and/or anticipated market prices 28. Summary of Company policy with respect to derivatives/other hedging or synthetic interest,

-9-

29. 30. 31. 32.

currency or commodity instruments, together with copies of any Master Agreements for swaps, forwards, options, etc. Summary of any government contracts to which the Company or any subsidiary is a party Significant terms of any R&D contracts and amounts reimbursed compared to actual spending Amounts of incentive compensation earned under government contracts for past 3 years Description of any Company wide volume purchasing arrangements that the acquired business units benefit from (e.g. raw materials, trucking, advertising, consultants, systems, outsource providers, etc.), together with estimated volumes and rates attributable to such arrangements

VIII. OTHER MATTERS 1. Organization chart showing all regions, divisions, departments and offices 2. Listing of trade associations in which the Company or any subsidiary participates 3. Any other materials and reports describing the history, business, product line, corporate structure or management of the Company or any subsidiary, including any such materials or reports issued by the Companys previous owners 4. Catalogs, flyers and promotional materials 5. Marketing and Merchandising plans 6. Reports received from environmental consultants 7. Listing of locations with identified environmental problems, together with superfund sites to which the company is a PRP, together with a summary of costs incurred and how accounted for 8. Results of any customer satisfaction surveys 9. Results of any formal studies of on-time delivery/analysis of return rates/defect rates 10. Customer quality awards or plant qualification/certification distinctions 11. ISO certifications 12. Other awards viewed as significant by management or reflective of superior performance

IX. TAX MATTERS 1. Meetings with financial and tax management of the company as well as external advisors to gain an overview of the companys posture 2. Tax return workpapers and tax provision calculations which identify significant accounting methods, tax exposure and quantify the level of allocated and unallocated tax reserves 3. Correspondence with tax advisors (including memoranda and opinion letters) related to significant issues and transactions 4. Federal, state and local tax returns for past 3 years for any legal entities being acquired in connection with the transaction 5. Schedule of tax attribute carryforwards (e.g., net operating losses, foreign tax credits, capital losses, minimum tax credits, etc.) 6. Listing of potential unrealized built in gains or losses for Section 382 purposes 7. Access to sales and use tax returns for past 3 years 8. Schedule of state tax apportionment schedule for the acquired business units 9. Schedule detailing the inside tax basis differences of all company assets 10. Analysis of actual tax return to book accruals 11. Summary of any reserves for taxes reflected in the financial statements 12. Listing of states where the acquired units have filed either their own, or as part of the companys consolidated tax return 13. Copes of tax ruling, closing agreements and accounting method changes granted by Federal or state tax authorities, together with copies of relevant correspondence between the company and the related taxing jurisdiction.

-10-

14. Analysis of the companys state income and franchise tax posture 15. Listing of the states where the Company and its subsidiaries have employees, inventory, or any other elements that potentially give rise to state income and/or sales tax nexus 16. Copies of any federal or state revenue agent reports, protest letters and tax assessments for income, franchise, sales and payroll tax purposes 17. Details of any prior acquisitions, dispositions and reorganizations including tax sections of purchase agreements as well as tax sharing arrangements and indemnification agreements 18. If a Subchapter S corporation, copies of the initial S Corporation election and related IRS acknowledgement, as well as access to documents evidencing that any Trust type shareholders meet the tests for a Qualified S corporation shareholder. 19. Form 5500s for all benefit plans for the past 3 years 20. IRS Determination Letters for all benefit plans X. TAX MATTERS - FOREIGN ENTITIES (US IMPLICATIONS) 1. Worldwide legal structure chart 2. Copies of forms 5471 and 5472 to analyze related party transactions with foreign affiliates and any associated transfer pricing issues 3. Analysis of the companys foreign tax credit posture 4. Schedule of the tax history, the unremitted earnings and the underlying deemed paid taxes of each foreign subsidiary 5. Copies of any foreign revenue agent reports, including tax adjustments

Xi. INFORMATION SYSTEMS MATTERS Information systems organization and staffing Organization Chart Network map Strategic business plan IS personnel and titles Brief description of responsibilities and experience Any planned changes? Hardware Inventory List and location of primary hardware components Processor size and disk space Operating system and current release Number of personal computers and general processor size Communications and network components with protocol type and number of nodes Copies of relevant license and maintenance agreements Software Inventory List of primary business applications Vendors Age Existing maintenance agreements Brief high-level functional description or purpose PC applications Any outsourced applications (e.g. payroll)

-11-

 Any industry/competitor benchmarking studies Year 2000 problems and initiatives Operating Procedures Application development tools and methodology Change management procedures Application backlog by total number of requests and estimated person-years Security Procedures Network and application protection User-IDs and password guidelines Disaster Recovery Plan and Procedures Backup procedures and schedules Off-site storage arrangements Hot site arrangements Cold site arrangements Internet/World Wide Web Connection Software used Capabilities Electronic Commerce Use of electronic funds transfer Electronic data interchange Interaction with customers through the use of this media Currently Active Information Systems Projects Brief description and impact Current status and schedule Planned Information Systems Projects Brief description and impact Estimated cost and schedule, if available User Satisfaction and Application Functionality A tour of the operations Visit with selected key users to understand how they use the applications and obtain their views on the applications and IS Support

SELECTED INDUSTRY SPECIFIC DUE DILIGENCE REQUESTS Entertainment and Communications Transactions Analysis of trade and barter assets and liabilities Summary of trade and barter transactions ASCAP and BMI compliance statements and audit reports, if any

-12-

Joint venture agreements, if any List of all acquisitions for the past 5 years, together with copies of related acquisitions and other significant agreements

Generic Government Contact Related Points Summary of government contracts with access to actual contracts and relevant change orders and cost and pricing data submitted with the bid DCAA/DPRO/contract administrator/other governmental agency audit reports and claims Equitable price adjustment claims Indirect cost submissions Cost accounting practices disclosure statement If sub-contractor, a summary of prime contractors performance under prime contract and whether the prime is over-running estimates or subject to any price redetermination Claim submissions and determination as to financial statement value Cost estimating manual and relevant analysis of contract costs incurred and estimates, together with projected contract profit - compared to analysis of profit recognized in financial statements Management summary of idle facilities and net book value, together with costs charged to government contracts via overhead rates Explain the funding of pension and benefit arrangements relative to amounts built into overheads. If overfunding exists, the government may seek its return upon a change in control -- refer to separate government contractor list Available forward labor and overhead rates, together with historical analysis of actual rates vs. billed rates Advance price agreements Accounting policy for tooling costs; amount reimbursed directly by government Components of indirect costs and methods of allocation to objectives/bases. Listing of defective price claims, together with underlying claims/analyses Significant terms of any R&D contracts and amount of independent research and development costs allowed in government contracts (compared to actual spending) Capacity utilization statistics for each plant and level of government work in each facility Amounts of incentive compensation earned under government contracts for past 3 years Summary of any termination for convenience claims for past 3 years, together with related amounts reflected in the financial statements

-13-