Due Diligence Request List

A. Corporate Structure

1. Stockholders. List current stockholders, including names of stockholders and number of outstanding shares, warrants, options or other rights to purchase Company shares, held by each stockholder. Provide copies of any shareholder agreements. Also list any restrictions on sale or other transfer which are applicable to stock and provide copies of all stock certificates which are now outstanding.

2. Subsidiaries. List all entities in which the Company owns (directly or indirectly) any capital stock, partnership or other ownership interest.

3. Jurisdictions. List all jurisdictions in which the Company is qualified to do business.

4. Offices. List all Company offices.

5. Options. List all outstanding rights, subscriptions, warrants, calls, unsatisfied preemptive rights, options or other agreements of any kind to purchase or otherwise receive stock from the Company.

6. Charter. Provide a copy of the Company's Articles of Incorporation, and all amendments thereto.

7. Minute Book. Provide a copy of the Company's minute book, including, without limitation, the Company's by-laws. If the minute book is not up to date, indicate briefly (i) the corporate history of the Company, (ii) list of original shareholders, (iii) transactions whereby shareholders were bought out, (iv) transactions whereby new shareholders purchased stock, (v) any acquisition by the Company of the assets or stock of any other company, (vi) any corporate loans, (vi) any significant litigation to which the Company is a party, and (vii) any other relevant corporate matter which would normally be reflected in the minute book.

8. Securities Matters. Provide copies of any private placement memorandum prepared and used by the Company in the last three years.

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B. Financial Structure

1. Financial Statement. Provide copies of all Company audited financial statements and/or unaudited financial statements for the last three years.

2. Tax Liens. List all liens on properties or assets of the Company imposed as a result of the delinquent payment or nonpayment of any tax or other governmental charge.

3. Tax Assessments. List all unpaid assessments for additional taxes.

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C. Compliance with Laws

1. Permits. List all licenses, permits, orders or approvals any federal, state, county, local or foreign governmental or regulatory body that are material to or necessary for the Company's business (collectively, "Permits").

2. Permit Violations. List all violations in respect of any Permit and any proceedings, pending or threatened, to revoke or limit any Permit.

3. Legislation. List any current or proposed legislation (state, local or federal) of which the Company is aware which has or may have a materially adverse effect on the business of the Company.

4. Judgments. List all judgments, injunctions, awards or decrees against the Company.

5. Litigation. Provide list and description (including, if applicable, a description of any insurance protection) of all legal, administrative or arbitral proceedings, pending or threatened, involving the Company or any of its properties or assets. Include the magnitude of the Company's liability (or damages sought by the Company) in each instance.

6. Indemnification. Provide list and description (including, if applicable, a description of any insurance protection) of all legal, administrative or arbitral proceedings, pending or threatened, against any director or officers of the Company which may give rise to a claim against the Company for indemnification of such director or officer. Include the magnitude of the Company's liability in each instance.

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D. Contracts

List the following Contracts. As used herein, "Contracts" means contracts, commitments, agreements, financing arrangements, loans, understandings, plans, leases, instruments, policies, permits, licenses or other binding arrangements or ongoing negotiations to which the Company is a party or by which its assets or properties are bound:

1. Contracts with any current or former officer, director, stockholder or consultant (or with any entity in which any of the foregoing is a controlling person). (Related party transactions. )

2. Contracts with any labor union or association representing any employee.

3. Principal documents relating to any acquisitions or dispositions of businesses or assets by the Company in the last five years.

4. Joint venture Contracts.

5. Contracts under which the Company agrees to indemnify any party or to share the tax liability of any party.

6. Contracts that can be canceled without liability, premium or penalty only on ninety days' or more notice.

7. Contracts with customers, distributors or suppliers for the sharing of fees, the rebating of charges or other similar arrangements.

8. Contracts containing (a) covenants of the Company not to compete in any line of business or with any person in any geographical area or (b) covenants of any person not to compete with the Company in any line of business of in any geographical area.

9. Contracts which contain restrictions with respect to payment of dividends or, on the other distribution in respect of the Company's capital stock.

10. Contracts relating to the borrowing of money.

11. Any other Contracts, whether or not made in the ordinary course of business, pursuant to which payments in excess of $5,000 may be expected (or required) to be made or received by the Company after the Transaction has closed.

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E. Employee Matters

1. Benefit Plans. List all bonus, profit sharing, life insurance, health insurance, vacation policy, sick day policy, and other employee benefits plans.

2. Employees. List all Company employees, showing compensation and titles of those earning a salary of over $15,000 per year.

3. Employee Contracts. List all contracts with any employee.

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F. Assets

1. Real Estate.

1.1 List of all real estate owned or leased, along with street addresses, interior square footage and size of parcel.
1.2 Provide copies of owner's title insurance policies with respect to each site, together with copies of any exceptions to title recited in title insurance policies, and a copy of the deeds into the Company if available.
1.3 Provide copies of any mortgages and accompanying promissory notes for other documents relating to the financing of land and improvements at each site, including UCC Financing Statements on file in State or local filing offices.
1.4 List all real property leases with respect to each site or leases of personal property at such sites in which the Company is either a lessor or lessee.
1.5 Provide copies of any environmental tests, studies or reports with respect to any site and notices of any violations or alleged violations of environmental rules or regulations.

2. Options on Real Property. Provide a list of all contractual obligations or options of the Company to purchase or acquire any interests in real property.

3. Intangible Property. Provide a list of all patents, trademarks, service marks, trade names and franchises (including all applications for any of the foregoing) that are material to the business of the Company; and a list of any notice received by the Company that the Company's exclusive right to use any of the foregoing is or may be challenged by a third party.

4. Liens. Provide a list of all liens or encumbrances on any assets (including liens on real property, equipment, tangible property, inventory or intangible property) owned by the Company.

5. Insurance. Provide list and brief description (specifying the insurer and the policy number or covering note number with respect to binders) of all policies or binders of fire, liability, product liability, workmen's compensation, vehicular and other insurance held by or on behalf of the Company (collectively the "Insurance Policies").

6. Insurance Default. Provide list of (i) any defaults by the Company under the Insurance Policies and (ii) the Company's failure to give any notice or present any claim under the Insurance Policies in a timely fashion.

7. Insurance Claims. Provide list of all outstanding unpaid claims under the Insurance Policies.
8. Retrospective Premiums. Provide list of any agreement by the Company to pay, or any liability by the Company for, any retrospective insurance premiums.

9. Notices of Insurance Cancellations. Provide list of any notice of cancellation or non-renewal of any Insurance Policy.

10. Insurance Termination. Provide list of any known inaccuracy in any application for any Insurance Policy, any failure to pay premiums when due or any similar state of facts that might form the basis for termination of any Insurance Policy.

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G. Miscellaneous

1. Litigation. List, for the last three years, threatened or actual claims made against the Company for the following: (i) products liability, (ii) contractual liability, (iii) employee claims, (iv) governmental enforcement actions (including actions for tax liability, environmental liability, etc. ) Summarize the history of payments in settlement of such claims. List any known potential or threatened claims against the Company, or any facts or circumstances known to the Company which may result in a claim against the Company in the future. Provide copies of all correspondence with attorneys for the Company regarding Company litigation (actual or threatened).

2. Consents. List all consents required to consummate the Transaction.

3. Management Letters. Provide copies of all management letters from the Company's independent public accountants for the last three years concerning the Company's control systems, methods of accounting, etc. and action taken by the Company in response thereto.

4. Audit Letters. Provide copies of all letters from counsel to the Company and to Company's independent public accountants during the past three years regarding litigation as to which the Company is involved.

5. Judgements. Provide copies of all consents, decrees, judgements, other decrees, orders, settlement agreements and other agreements to which the Company is a party or is bound.

Date: January 2, 1997

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