Investment and Acquisiton Loan Work Out Litigation Support Under-Performing Assets Market Research Projects for Investments and Acquisitions 1. Our team provided due diligence, business assessment and financial advisory services in support of an acquisition of a Canadian specialized investment bank by a US based vertically focused financial services firm. 2. Our group performed financial and operational due diligence on a $60M (US revenue)London based, publicly traded process consulting firm in support of a potential financing. The financing was not completed for reasons beyond the scope of our diligence. 3. Our team coordinated and led a joint Axiomate/client due diligence effort in the assessment of a 75 year old information provider and technology company with troubled debt. We identified numerous operational and financial issues that led to a price adjustment. Our client completed the acquisition at a more favorable price 4. Our team performed a technical due diligence in connection with a proposed acquisition of technology from an International Accounting / Consulting firm. Our work helped the acquirer adjust the proposed purchase price, though the deal did not close. 5. Our team performed a complete business assessment of a public traded Canadian software company. We also provided advice and assistance in the structuring of the deal that involved trading US private company stock for Canadian public shares. 6. Our team performed a financial and operational assessment in connection with an acquisition of a software company for stock. We validated the seller's contention of a stable and diverse customer base, which in turn helped us, validate the acquirer's offer. 7. Our team performed a complete business assessment of a privately owned Canadian Internet company. We placed particular emphasis on assessing technology and the company's development environment. Our findings helped the acquirer decide not to pursue this particular target and focus on another. 8. Our team performed a technical due diligence in connection with a proposed business acquisition. Our work helped the acquirer decide not to pursue this particular target and focus on another. 9. Our team performed a complete business assessment of a developer of specialty CAD software. The target company was a competitor of the client. Our particular focus was to gauge the satisfaction level of customers with the product. Our findings led to an adjustment in the offer price. 10. We planned, trained and led a due diligence team comprised of Axiomate and customer personnel in support of a pending acquisition. The target was a competitive software company with a complex ownership structure that was to be purchased for cash and equity. Our research found that a substantial portion of the firm's recurring revenue would not be reasonably assured beyond the next business cycle. We also identified a number of other contingencies that collectively worked to convince the customer to re-propose its offer. The parties reconstructed the deal on much more favorable terms for our client. The deal closed on December 31, 2002. 11. We provided advisory services to a substantial Internet company seeking to acquire a $100 million technology division of a Fortune 100 company that is being divested. Our work included valuation analysis and deal structure development. Our client elected to pass on the deal because we could not substantiate the seller's price. 12. Our team performed a complete business assessment of a business unit of a Fortune 500 company. We paid particular attention to understanding customer relationships, which was vital to identifying sensitive accounts that could be focused upon during transition. Our findings led to an adjustment in the purchase price. 13. Our team performed a full business assessment in support of proposed acquisition of privately held, specialized US computer services company. Our findings did not validate the purchase price and led to acquirer deciding not to pursue this particular target. 14. Our team performed a complete business assessment of a privately owned Canadian Internet company. With particular emphasis on assessing the sales pipeline. Our findings led to an adjustment in the purchase price. 15. Our team performed a technical due diligence in connection with the acquisition of technology rights from a Fortune 500 Company. Our work helped the acquirer better define the technology acquired and the markets that would be exclusively held post-acquisition. Projects for Loan Work Out Situations 1. Our team provided financial investigation, asset verification and valuation and an execution assessment in support of a bank workout of a troubled distributor of electronic parts and owner of national chain of retail stores. 2. Our team provided a financial investigation, asset verification and valuation, on-going financial analysis and an execution assessment in support of a bank workout of regional distributor of pet foods. 3. Our team provided financial investigation, asset verification and valuation and an execution assessment in support of a bank workout of a troubled franchiser of pet supply retail stores. Projects for Litigation Support 1. Our team provided a financial investigation in support to the trustee on a defaulted bond financing a substantial commercial development. Our findings included substantial support for legal action against a variety of primary and secondary parties of interest. 2. Our team provided financial investigation and other support to creditors counsel in a high-profile personal bankruptcy. We found and documented numerous instances of overt and covert preferential conveyances. Our findings led to an additional settlement offer by the bankrupt party. 3. Our team provided financial investigation, and support to trustee of bondholders on defaulted credit instrument financing substantial commercial development. Our findings led to an additional settlement offered by debtor to bondholders. Projects for Under Performing Assets 1. Our team provided an execution assessment in review of an under-performing subsidiary. Our review ultimately led to the decision to shutdown the subsidiary. 2. Our team provided a financial, operational and process assessment of a service business to support its process re-engineering efforts. Our client was the re-engineering consulting firm. Our work provided a baseline and document of primary and de facto processes. Projects for Market Research 1. We were engaged to research acquisition trends in e-learning space for the purpose of assisting a venture capital firm in its understanding of the potential exit strategies of one of its proposed investments. We found several recent transactions at strong exit values, including some outside the awareness of industry insiders, the substantiated a strong market for such companies. We also identified several collateral markets that had shown some proclivity to acquire businesses similar to the target. The venture firm reconsidered the investment upon being satisfied that a viable exit did indeed exist, but later passed for other reasons.