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Due Diligence Checklist

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					                          CHECKLIST FOR DILIGENCE REVIEW

       Item                                                Include
                                                           Yes     No   N/A

Charter Review                                             []     []    []
       Authorized capital                                  []     []    []
       Shares outstanding                                  []     []    []
       Supermajority voting                                []     []    []
       Cumulative voting                                   []     []    []
       Preemptive rights                                   []     []    []

Minute book [ ]                                            []     []
      List of material matters considered                  []     []    []

Stock Records [ ]                                          []     []
       Trace all stock issuances and cancellations         []     []    []
       Locate cancelled certificates                       []     []    []

By-Laws                                                    []     []    []
      Restrictions on board actions                        []     []    []
      Restrictions on stockholder actions                  []     []    []

Stock Purchase Rights                                      []     []    []
       Convertible securities                              []     []    []
       Rights of first refusal                             []     []    []
       Options                                             []     []    []
       Warrants                                            []     []    []
       Antidilution rights                                 []     []    []

Stockholder Agreements                                     []     []    []
      Sale restrictions                                    []     []    []
      Rights of surviving stockholders                     []     []    []
      Contractual voting requirements                      []     []    []

Voting Agreements                                          []     []    []
       Contractual voting requirements                     []     []    []
       Proxies                                             []     []    []

Pledged Shares                                             []     []    []
       Are there any                                       []     []    []
       Terms of release                                    []     []    []

Financial Statements                                       []     []    []
       Footnotes confirm other review                      []     []    []
       Material issues addressed                           []     []    []
         What are the material items              []   []   []
         Annual [ ]                               []   []
         Quarterly                                []   []   []
         Interim [ ]                              []   []

SEC Materials [ ]                                 []   []
     Registration Statements                      []   []   []
     Proxy materials                              []   []   []
     Forms 10K or 10KSB                           []   []   []
     Forms 10Q or 10QSB                           []   []   []
     Form 8K                                      []   []   []
     Schedule 13D or 13G                          []   []   []
     Forms 3, 4, and 5                            []   []   []
     Other [ ]                                    []   []

Indebtedness [ ]                                  []   []
       Does it conform to financial statements    []   []   []
       Fraudulent conveyance                      []   []   []
       Bulk transfer issues                       []   []   []
       Consents needed                            []   []   []
       Notices and other technical requirements   []   []   []
       Defaults applicable                        []   []   []
       Payment terms                              []   []   []
               Amount                             []   []   []
               Interest rate                      []   []   []
               Demand or term                     []   []   []
               Balloon or amortization            []   []   []
               Maturity date                      []   []   []
       Covenants                                  []   []   []
       Default terms and cures                    []   []   []
       Security                                   []   []   []
       Prepayment obligations and penalties       []   []   []

Leases          []                                []   []
         Payments                                 []   []   []
         Term                                     []   []   []
         Defaults                                 []   []   []
         Extensions                               []   []   []

Environmental concerns                            []   []   []

Other material terms                              []   []   []

Material Contracts (General)                      []   []   []
       Listed [ ]                                 []   []
       Term                                       []   []   []
       Termination provisions           []   []   []
       Defaults                         []   []   []
       Extensions                       []   []   []
       Obligations to other parties     []   []   []
       Onerous terms                    []   []   []

Benefit Plans [ ]                       []   []
       Obligations to fund              []   []   []

Litigation      []                      []   []
        List of cases                   []   []   []
        Successor liability             []   []   []
        Correspondence assessing same   []   []   []
        Review by litigator             []   []   []

				
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