Fill and Sign the Due Diligence Audit Questionnaire Mississippi Form

DUE DILIGENCE Audit Questionnaire The information elicited by this Questionnaire is intended for use in connection with a due diligence investigation relating to a proposed acquistion by       ("       ") a wholly owned subsidiary of       ("Holdings") of the assets of       Inc. ("       "), including assets utilized in the business of Multitec owned by       . ("       "). It is suggested that the information requested be compiled and assembled separately in response to each numbered item set forth in this Questionnaire. To avoid duplication, responses, in whole or in part, to aone item may be cross-referenced to a response to another item. All information supplied should be provided as of the latest practicable date, unless otherwise indicated. Reference to       or Holdings (collectively, "the Entities") herein are meant to include each predecessor to each entity, if any, and responses to this Questionnaire should include information with respect to all such predecessors and subsidiaries. Any references to "subsidiary" or "subsidiaries" will include any present or former parent company of the entities to the extent that such inclusion is necessary to provide a complete response to the information so requested. Mechanically, in compiling and assembling information, responses to each item should be segragated from responses to other items and accompanied by a cover sheet setting forth the applicable item number and an itemized description of the information and/or each document supplied in response to such item. The cover sheet should be dated and signed by the individual responsible for preparing the response. It is expected that the entities will assume responsibility for compiling the information elicited by this Questionnaire and that representatives of both entities will be available to review and discuss the data throughout the due diligence period. This Questionnaire attempts to elicit all of the information presently deemed material for the purpose of allowing       and       to evaluate the Entities' ability to perform the obligations and responsibilities anticipated by the Asset Purchase Agreement and Related Agreements including but not limited to the Guaranty, the Warrants and the Management Agreement. Additional requests for data, documents and information may arise as a result of a review of information supplied in response to this Questionnaire and to the interview of representatives of the entities. 1. Furnish a list setting forth the Subsidiaries, if any, of the Entities, including names, jurisdiction of incorporation and ownership of capital stock and explain any restrictions on voting of shares of each entity and its Subsidiaries, if any. 2. Furnish copies of the following organizational documents of each of the Entities and its Subsidiaries if any: a. Certifcate of Incorporation, or Charter, as amended to date; and b. By-Laws, as amended to date; and 3. Furnish a list for each Entity and its Subsidiaries, if any, the names and addresses of its ofcers, directors, shareholders and holders of stock options, warrants or other securities which entitle the holder thereof to rights to acquire stock. 4. Furnish copies of any reports, registration statements or other documents fled with the Securities and Exchange Commission, NASDAQ and with any federal or state regulatory agency or authority, by each of the Entities and subsidiaries, if any, under any federal securities law (together with amendments and exhibits) since January 1, 1989. 5. Provide copies of any reports furnished to its stockholders by the Entities and its subsidiaries, if any. 6. Furnish copies of all federal, state, local and foreign income tax returns of the Entities, and of its subsidiaries, if any, since 1989. 7. Furnish copies of all press releases issued by the Entities and its subsidiaries since January 1, 1989. 8. Furnish copies of, and identify and describe, all options (including any employee stock purchase plan and employee stock option plan), warrants, pledges, contracts, plans, investment letters, arrangements or commitments relating to the stock of the Entities and its subsidiaries (whether authorized and unissued, treasury or outstanding). 9. Explain the debt and fnancial obligations of the Entities and its subsidiaries and the security for said indebtedness of the Entities and its subsidiaries. 10. Furnish copies of any written presentation to a rating agency or lender relating to the Entities and its subsidiaries which were prepared since January 1, 1989. Also furnish copies of any rating agency reports relating to the Entities and its subsidiaries. 11. Describe generally the nature of the business conducted by the Entities and its subsidiaries and give a general description of each facility thereof, its location and the nature of the business conducted thereat. 12. Provide copies of annual fnancial statements of the Entities and its subsidiaries for each of the three (3) preceding fscal years and all recent quarters since the last annual statements. Financial statements should include balance sheets and income statements. 13. Describe in detail the sources of funds to be utilized in the aquisition of the assets provided for in the Asset Purchase Agreement including the terms of any debt which the purchasing entity will incur in relation thereto as well as the terms of any credit available to the purchasing entitly for operations and/or expansions thereof. Furnish copies of all proposals for fnancing submitted to all lenders in relation to the said aquisition. As and when loan documents or drafts thereof are available from said lender(s), furnish copies thereof. 14. Furnish copies of a pro forma balance sheet of the purchasing entity as it is anticipated to be immediately after the closing of the transactions contemplated in the Asset Purchase Agreement.