Comprehensive Selling Stockholder Questionnaire

Comprehensive Selling Stockholder Questionnaire

NAME: (Name of Selling Stockholder)

(Please print name exactly as it should appear in the Registration Statement)

[NAME OF ISSUER]

Questionnaire for Selling Stockholders

On , a corporation (the "Company"), filed a registration statement on Form (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") registering shares of its common stock, par value per share (the "Common Stock"), to be sold pursuant to an underwritten offering. It is anticipated that the Registration Statement will become effective on or about (the "Effective Date").

The attached Questionnaire requests information to be used to complete the Registration Statement prior to the Effective Date. The Questionnaire is being distributed to each person who is selling securities pursuant to the Registration Statement.

The information you supply in response to this Questionnaire will be used to assure that certain data to be included in the Registration Statement will be correct. Please exercise great care in completing this Questionnaire. Under certain circumstances, selling security holders are subject to personal liability if the Registration Statement misrepresents a material fact or omits a material fact. Your best defense, if the Registration Statement is defective, is that you exercised due diligence as to the accuracy of the Registration Statement. A copy of the Registration Statement dated is enclosed for your information.

After completing this Questionnaire, please retain one copy for your personal files and return one signed copy, IMMEDIATELY:

Your signature at the end of this Questionnaire will constitute your consent to use the information contained in your answers in the Registration Statement and your certification as to the accuracy of your answers. The company will rely on these disclosures.

IT IS IMPORTANT THAT YOU PROVIDE COMPLETE, DETAILED, AND ACCURATE INFORMATION IN RESPONSE TO THE ITEMS IN THIS QUESTIONNAIRE. IF YOU HAVE ANY QUESTIONS REGARDING THIS QUESTIONNAIRE, YOU MAY CONTACT AT:

QUESTIONNAIRE

General Instructions

1. This Questionnaire is divided into four sections covering different subjects, and each section is divided into particular items describing information that must be disclosed.

2. Where necessary, each section is preceded by definitions of certain terms used in that section to assist you in your responses.

3. Please give a response to every item, indicating "None" or "Not Applicable" where appropriate. When an item calls for a response other than merely "yes" or "no," you should fill in the information called for by the item description and the column headings under it or supplement, if necessary, the information already provided.

4. If the answer to any item is in doubt, please set forth appropriate facts so that you may be consulted as to the proper facts and disclosures.

5. If you need additional space to answer a particular item, please attach a supplemental page to the end of the Questionnaire. Please identify on that page the number of the item to which you are responding.

Defined Terms

affiliate: means a person or an entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified, including subsidiaries and sister companies. See Rule 12b-2 of the Exchange Act.

associate: means a corporation or organization in which you are an officer or partner or of which you are, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; a trust or estate in which you have a substantial beneficial interest or serve as a trustee or other fiduciary; or a family member. See Rule 12b-2 of the Exchange Act.

Company:

control: means having the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise. Includes the terms "controlling," "controlled by," and "under common control with." See Rule 12b-2 of the Exchange Act.

equity security: as defined in the Securities Act, means any stock or similar security (including but not limited to any limited partnership or limited liability company interest), or any security convertible with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security, or any such warrant or right.

executive officer: means the Chairman of the Board, Vice Chairman of the Board, the President or any Vice President of the Company, any other officer or person who performs policy-making functions for the Company.

family members and immediate family: means any relationship by blood, marriage or adoption, not more remote than first cousin, including spouses, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law. See Item 404(a), Instruction 2 of Regulation S-K.

fiscal year: means the Company's fiscal year ended .

SECTION A. Personal Information and Business Relationships

1. Selling Stockholder Data.

Name of Stockholder:

Business Address, Phone Number, and E-Mail Address:

Have any of the officers or directors of the Selling Stockholder held any employment position with the Company?: YES NO

If yes, please answer the following questions with respect to such person(s):

(1) Present Positions. Please describe employment positions, offices, and directorships, both presently held and held by an officer or director of the Selling Stockholder within the last five years with the Company or any of its affiliates. Please list such person's principal occupation first.

Positions or Offices Term of Office Period of Service

(2) Arrangements or Understandings. Was such person selected as a director, officer or nominee to become a director or officer of the Company or any of its affiliates pursuant to any arrangement or understanding between such person and any other person or persons? YES NO

If you answered yes, please describe the arrangement or understanding and name such person or persons.

(3) Future Positions. Please provide the following information with respect to employment positions, offices, and directorships with the Company or any of its affiliates for which an officer or director of the Selling Stockholder has been chosen or elected, but has not yet begun his or her term:

Proposed Positions or Offices Proposed Term of Office Proposed Period of Service

(4) Business Experience. Please provide the following information with respect to the principal occupations of any officer or director of the Selling Stockholder who is also an officer or director of the Company during the last five years (beginning ) other than with the Company or any of its affiliates:

Name of Business Entity Principal Business Activity

Positions Held Period of Service Nature of Responsibilities

(5) Publicly Held Companies. Do any of the above-listed persons presently hold any directorships in any company...?

YES NO

If you answered yes, please list the full name of each such company and describe the business of each such company:

(6) Family Relationships. Please identify family members of the above-listed persons who are directors, executive officers, or nominees to be directors or executive officers of the Company or any of its affiliates:

(7) Information with Respect to Compensation Committee Interlocks.

A. Are any of the above-listed persons members of the Compensation Committee of the Company's Board of Directors... during the fiscal year? YES NO

B. Are any of the above-listed persons, or have any of the above-listed persons been since , members of the Compensation Committee of another entity...? YES NO

C. If any of the above-listed persons is an executive officer... did they serve as:

1. a member of the compensation committee... of another entity...? YES NO

2. a director of another entity...? YES NO

3. a member of the compensation committee... of another entity...? YES NO

If the answer was "yes" to question B or C of this Item, please provide the name of the other entity, such person's position and responsibilities with the other entity and such person's salary with the other entity.

2. Plan Fiduciary Relationships. Please provide the following information with respect to representative, administrative, or other fiduciary positions you hold for employee benefit plans of the Company or any of its affiliates:

Name of Plan (and Entity) Position

3. Relationships with Other Plan Fiduciaries. Please provide the following information with respect to positions you hold with corporate trustees, investment advisors, or other entities serving in a fiduciary, representative, advisory, or administrative capacity to employee benefit plans of the Company or any of its affiliates:

Name of Plan (and Entity) Position or Relationship with Fiduciary

4. Control Relationships.

A. Do you know of any arrangements, including any pledge of equity securities of the Company or any of its affiliates, the operation of which may at a subsequent date result in a change in control of the Company or any of its affiliates? YES NO

B. Are there persons or entities that you believe are in "control" of the Company or any of its affiliates (other than solely by reason of being a director or officer)? YES NO

If you answered yes, please identify and describe why you believe a control relationship exists.

5. Indebtedness Owed Company. Have you or any of your affiliates or family members owed any money to the Company or any of its affiliates since the beginning of the fiscal year (excluding debts for purchases subject to usual trade terms and ordinary travel and expense payments)? YES NO

If you answered yes, please provide the following information:

A. Name of person indebted to, and relationship with, the Company or any of its affiliates:

B. Largest aggregate amount of indebtedness: $

C. Nature of indebtedness and transaction:

D. Amount outstanding as of the date hereof: $

E. Interest rate:

F. Date indebtedness was incurred:

6. Legal Proceedings. To the best of your knowledge after reasonable inquiry, is there any legal proceeding pending or contemplated...? YES NO

7. Adverse Interest. Please identify any legal proceeding or investigation in which you or others have a material interest adverse to the Company or any of its affiliates:

8. Intercompany Transactions and Indebtedness.

A. Are you now or have you been since the beginning of the fiscal year, an owner of more than a 10% "of record" or beneficial equity interest, in any business or professional entity...? YES NO

B. If you answered yes, describe the relationship fully, including:

If any transaction involved indebtedness to or by the Company or any of its affiliates, provide the following:

9. Certain Related Transactions.

To the best of your knowledge after reasonable inquiry, are there any transaction(s) since the beginning of the fiscal year, or proposed transactions... in which the amount involved exceeded $ and in which any of the following persons had a direct or indirect material interest...? YES NO

10. Indemnification Arrangements. Do you know of any arrangements for indemnification of any or all directors or officers against liabilities incurred in those capacities, other than pursuant to any statutory, charter, or by-law provision? YES NO

11. Other Business Relationships. Do you have, or have you had since the beginning of the fiscal year, any significant business or personal relationships with or regarding the Company or any of its affiliates? YES NO

If you answered yes, please provide the following:

12. Unregistered Sales of Equity Securities. Please furnish the following information to the best of your knowledge after reasonable inquiry, as to all equity securities of the Company or any of its affiliates sold within the past three years which were not registered under the Securities Act:

A.

B.

C.

D.

SECTION B. Ownership of Securities

Defined Terms Used in Section B

beneficial ownership: means the right, alone or with others, by reason of some arrangement, understanding or otherwise, to vote or direct the voting of securities or to dispose or direct the disposition of them. The right to dispose of equity securities is called "investment power".

group: two or more persons acting together or in a concerted manner for the purpose of acquiring, holding or disposing of equity securities of the Company or any affiliate of the Company.

rights to acquire equity securities: include rights to acquire equity securities by exercise of an option, warrant, or right or by the automatic termination of, or a power to revoke, a trust, discretionary account, or similar arrangement.

13. Securities.

A. Please provide the following information with respect to the equity securities of the Company or any of its affiliates owned of record by you or any group of which you are a member:

B. Please provide the following information with respect to the equity securities owned of record by someone else but held for your benefit through any contract, agreement, or other arrangement:

C. Please provide the following information with respect to the equity securities owned of record by you but with benefits enjoyed by someone else:

D. If you acquired equity securities of the Company or any of its affiliates in the fiscal year or since the end of the fiscal year, please provide the following information regarding the acquired equity securities:

14. Rights to Acquire Equity Securities.

A. Please provide the following information:

B. Please identify the beneficial owner of the rights to acquire equity securities:

15. Disclaimer of Beneficial Ownership.

16. Securities Sales.

SECTION C. - GENERAL

17. Voting Trusts. To the best of your knowledge after reasonable inquiry, is there any arrangement by which more than 5% of any class of the voting stock of the Company or any of its affiliates is held in a voting trust or subject to a voting agreement? YES NO

18. Political Contributions. To the best of your knowledge after reasonable inquiry, has the Company or any of its affiliates or its agents made any political contributions that might arguably be in violation of any law? YES NO

19. Integrity of Books and Records, etc.

State whether, to the best of your knowledge after reasonable inquiry, any of the following transactions involving the Company or any of its affiliates took place in the last five years:

1. Any bribes or kickbacks to government officials or their relatives...? YES NO

2. Any bribes or kickbacks to persons other than government officials...? YES NO

3. Any contributions made to any political party, political candidate or holder of government office? YES NO

4. Any bank accounts, funds or pools of funds created or maintained without being reflected on the corporate books...? YES NO

5. Any receipts or disbursements disguised or intentionally misrecorded...? YES NO

6. Any fees paid to consultants or commercial agents which exceeded the reasonable value...? YES NO

7. Any payments or reimbursements made to personnel for the purposes described...? YES NO

8. If you answered yes to any of the questions in this Item 19, please explain fully the nature of the knowledge or information possessed by you and describe the transaction as fully as possible.

20. Certain Personal Legal Matters.

A. Bankruptcy/receivership within last five years? YES NO

B. Conviction in a criminal proceeding or named subject of pending criminal proceeding? YES NO

C. Subject of an order, judgment, or decree relating to securities or commodities laws or activities? YES NO

D. Party to any legal proceedings involving wrongdoing in connection with service as a director, officer or manager? YES NO

21. Certain Other Legal Matters. Please indicate whether, to the best of your knowledge after reasonable inquiry, anything enumerated in Item 20 above has happened to any director, person nominated to become a director, or executive officer of the Company or any of its subsidiaries in the last five years.

22. Financial Disclosure.

A. Has the Company or any of its affiliates engaged in any transaction not accurately reflected in the books, records and accounts...? YES NO

B. Has there been any transaction not recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles...? YES NO

23. Reports, Memoranda, etc.

A. Is there any material, management or similar report or memorandum relating to this offering or the broad aspects of the business, operations or products of the Company or any of its affiliates which has been prepared for or by the Company or any of its affiliates in the last three years? YES NO

B. Do you know of any report or memorandum prepared for external use by the Company or any of its affiliates or others in connection with the proposed offering? YES NO

24. Competition. To the best of your knowledge after reasonable inquiry, are there any services or products of any other company for which you serve as director or officer that could be regarded as competitive with those of the Company or any of its affiliates? YES NO

25. Public Sale of Securities. Please describe any arrangement known to you made or to be made by any person that has any of the specified purposes relating to the sale or distribution of Common Stock. If the answer is none, please so state.

26. Knowledge of Misstatements or Omissions. Please confirm that you have received a copy of the Registration Statement. Please describe any misstatements of material facts contained therein, or any omissions to state any material facts necessary to make the statements contained therein not misleading, which have not been described in your answers to previous items.

27. NASD Affiliation.

A. Are you a member of the National Association of Securities Dealers, Inc. or directly affiliated or associated with a member of the NASD? YES NO

B. Are you currently, or have you been at any time, in control of, controlled by or under common control with an entity which is a member firm of the NASD? YES NO

C. Do you own stock or other securities of any NASD member not purchased in the open market? YES NO

D. If your answer to each of parts A, B and C above is no, you need not respond to this part D below.

1. Purchases and acquisitions of securities by you within the past months, as well as proposed purchases and acquisitions:

2. Sales and dispositions of securities by you within the past 18 months to any member of the NASD... as well as proposed sales and dispositions within the next months:

3. Describe briefly the relationship, affiliation or association of both of you and, if known, the other party or parties to any such transaction with any underwriter or other person in the stream of distribution:

E. Is there any holder owning beneficially more than 5% of any class of outstanding equity security of the Company or having the right to acquire beneficial ownership of more than 5% of any class of outstanding equity security of the Company? YES NO

F. After reasonable inquiry, do you know of or have any information pertaining to underwriting compensation and arrangements or items of value received within the last twelve months or to be received by any of the underwriters or an affiliate thereof other than information relating to the proposed public offering of Common Stock? YES NO

G. After reasonable inquiry, do you know of or have any information pertaining to any dealings between the Company and any underwriter or any affiliate thereof...? YES NO

H. Have you or any associates of yours had a material relationship with either of the Underwriters or with any other investment firm or underwriting organization which might participate in the underwriting of the proposed offering of Common Stock? YES NO

The undersigned has furnished information called for in this Questionnaire expressly for use in connection with the preparation and filing of the Registration Statement. THE UNDERSIGNED REPRESENTS AND WARRANTS TO ANY PERSONS WHO MAY BE LIABLE IN RESPECT OF THE REGISTRATION STATEMENT, AND TO ALL OTHER PERSONS ENTITLED TO RELY THEREON, THAT, AFTER REASONABLE INQUIRY, TO THE BEST OF HIS OR HER KNOWLEDGE, INFORMATION, AND BELIEF OF THE UNDERSIGNED, THE ANSWERS GIVEN IN THIS QUESTIONNAIRE ARE TRUE AND CORRECT AND DO NOT OMIT ANY FACTS REQUIRED FOR A PROPER ANSWER TO ANY ITEM STATED HEREIN.

If at any time prior to the effective date of the Registration Statement any of the information set forth in the responses of the undersigned to this Questionnaire has changed due to passage of time, or any development occurs that requires a change in any such answer, or has for any other reason become incorrect, the undersigned will forthwith furnish to the individual to whom a copy of this Questionnaire is to be sent, as indicated at the address shown on page (ii) hereof, any necessary or appropriate correcting information. Otherwise, the Company is to understand that the above information continues to be, to the best of the undersigned's knowledge, information and belief, complete and correct as of the effective date of the Registration Statement.

THE UNDERSIGNED HAS BEEN OR WILL PROMPTLY BE PROVIDED WITH THE REGISTRATION STATEMENT AND THE UNDERSIGNED AGREES TO REVIEW PROMPTLY AND CAREFULLY SUCH REGISTRATION STATEMENT AND TO REPORT TO THE FOLLOWING ANY INFORMATION THAT RENDERS ANY OF THE STATEMENTS MADE THEREIN MATERIALLY MISLEADING OR THE OMISSION OF ANY STATEMENT THAT WOULD CAUSE THE STATEMENTS TO BE MATERIALLY MISLEADING: