Preliminary Due Diligence Checklist:

Date

1. Corporate file and business overview

Company constitution memorandum and articles of association. Incorporation certificate. Shareholder register. Register of all Directors, Company Secretary and other officers. Registration of Business names. Director meeting minutes for last three years. Seal register. ASIC lodgements. Provide all documentation, if applicable, on any investments in subsidiary or companies (more than 51% interest) or associated investments (up to 50%). All agreements under which any person has registration rights for any securities of, or pre-emptive rights for, shares of issued or non-issued capital of the Company. Business description. Latest business plan & executive summary of companys expectation to grow over next two - four years. Corporate structure diagram showing ownership interests. Current full organisational chart. Description of offerings/company divisions. Description of top 10 customers and services provided. CVs of management team and company directors. Business history since formation showing key milestones. Growth opportunities. Brochures, company overview documentation would be most useful, as would any testimonials from customers (if available).

2. Industry overview
Industry description / overview (any information currently in possession). Industry reports, if available (any information currently in possession). Key competitor descriptions including size, markets, service offerings etc. (any information currently in possession).

3. Operational overview
Operations description. Description of atypical product/ services provided, and an operational description of how those services/products are executed and the typical costs and revenue per service and product incurred. Payment terms for customers. Copy of franchisee agreements providing contractual arrangements including pricing arrangements, termination terms and length of relationship. Comment on any special arrangements with any of these franchisees (i.e. will a change in control of the company provide rights to the franchisee to terminate relationship?). Payment terms for suppliers. Copy of supplier agreements. Top 50 clients with product/service and revenue $ detail - 2010 (a). Top 50 suppliers with product/service and revenue $ detail - 2010 (a).

4. Technology
Technology operations description (description of systems in place, etc.). IT plan disaster recovery documentation, etc.

5. Financial information
Profit and loss summary. Balance sheet summary. Audited statutory accounts 2009(a), 2010(a). Management reports 2009(a), 2010(a). Monthly profit and loss for 2009(a), 2010(a), 2011(f). Monthly cash flow for 2009(a), 2010(a), 2011(f). Monthly balance sheet for 2009(a), 2010(a), 2011(f). Analysis of total receivables due from customers, employees, directors and others (comment on recoverability of receivables overdue for more than 90 days). Aged trial balance of receivables accounts above and for previous two years. Analysis of the doubtful debt provision and details of bad debts written off in the past three years. Analysis of prepayments and other debtor accounts. Details of any intangible assets recognised in the current or past fiscal years. Details of contingent liabilities. Analysis of total payables owing to trade suppliers, employees, directors and others. Provide details of any contracts and agreements binding the Company to future undisclosed liabilities Complete ledgers all (accounts) as at 30 June 2010. 2009(a) asset register as at 30 June 2010 showing description, location, cost of acquisition, date of acquisition, written down value and depreciation rates used. 2010(a) budget papers / 2011, 2012 forecast information with details of assumptions, if available Budget papers / forecasts post 2010, if available. Revenue and EBITDA for 2009(a), 2010(a), 2011(f) and 2012(f) by division (if this information isnt readily available, management estimates will suffice) note: we need this information on a group basis, i.e. consolidated. Details of any planned capex spend for 2010 and 2011. Statutory reports 2007-2010. Management accounts.

Schedule of non-recurring abnormal items. Copy of accounting procedures, manuals and location and nature of accounting records.

6.

Banking & Cash

Loan and overdraft facilities. For each class of debt, provide listing of debt holders. Provide details of the Companys compliance with loan covenants. Provide details of any assets pledged as collateral. Summary of any charges over the assets of the company and/or its subsidiaries. Summary of bank accounts. Outline any seasonal bank borrowing requirements.

7. Tax & Dividends

2009 tax return (if available). 2010 tax return (if available). Monthly/quarterly BAS records 2009, 2010, 2011 (if available). FBT tax returns for last three years. Payroll tax returns for last three years (if applicable). PAYG annual reconciliations for last three years. GST returns by quarter for past three years. Franking accounts and details of carried forward losses (income and capital). Details of dividends paid during the last five years, including copies of the franking declaration for each dividend. Details of loans in excess of $20,000 to shareholders, Directors or employees including details of the date and amount of each loan, repayment, interest rate and copy of documented loan agreement where applicable.

8. Legal (s)
Seal register (if available). Material contracts (customers). Material contracts (suppliers). Material contracts premises, leases freehold, licences, regulatory (e.g. environmental) approvals. Details of any historic, current, likely or pending litigation. Details of any outstanding objections or appeals with the ATO. Description of any pending patent, licensing, copyright infringement claims by or against the Company. Copies of legal advice. Provide, if applicable, details of relevant information in the event that the Companys Directors, officers or employees have been involved in criminal proceedings or significant civil court litigation.

9. IP
Patents, Trademark, Business Names held and applications made by the Company and all related material correspondence and documentation. Provide details of any licensing agreements issued to/by Company. Copyright and miscellaneous agreements. Domain Name Register. Details of other IP (patents) etc. Details of property rights or applications.

10. HR
Full listing of employees, salaries, start date, bonus arrangements, titles etc. 30 June 2010 employee entitlements including super, LSL, holiday etc. Employee superannuation plan details including contribution rates,

frequency of SGC contributions, employee contributions. Industrial relations overview EBA etc. All employee/service agreements. Full organisational charts. Direct reports succession plan (if available). Standard employee contract. Incentive bonus and commission schemes. Human resource manning report and HR statistics. Employee split by divisions, function and location.

11. Insurance
Details of all insured risks including policy documents, workers compensation. Details in respect of past claims.

12. Properties
Owned: Details of leasehold and freehold properties. Copies of certificates of title. Recent independent valuations.

Leased: List of renting/leasing arrangements with respect to property, motor vehicles, office and computer equipment and other leases or rental agreements not owned by the Company.

13. Other
Details of any related party transactions. Other contracts not otherwise requested (e.g. shareholders agreements).

Provide names, addresses and contacts of Companys professional advisors, including solicitors, auditors, lenders and bankers. Copies of all significant articles from financial or other publications including market research, consulting reports, industry newsletters concerning the Company or its competitors. All client, supplier and independent contractor complaints or demands received in the past 12 months.

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Regards, Cari Gomar Sr. Account Executive

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