Master Due Diligence Checklist

1. Due Diligence Checklist Master
Yes No
1. Basic Corporate Documents
1.1 Articles/Certificate of Incorporation, including ________ _______
all amendments.
1.2 Bylaws, including all amendments. ________ _______
1.3 Minutes of all meetings of directors, committees of
directors, and shareholders, including notices of all
such meetings where written notices were given, and all
written consents to action without a meeting. ________ _______
1.4 List of all states and foreign countries in which the
Company owns or leases real property, conducts business
and/or is qualified to do business. Copies of any such
foreign qualifications. ________ _______
1.5 Business or operating plans and financial projections. ________ _______
1.6 Spreadsheet setting forth all issuances or grants of stock,
options and warrants by the Company, listing the names
of the issues or grantees, the amounts issued or granted,
the dates of the issuances or grants, the price per share
and the type of consideration received by the Company
in each case. ________ _______
1.7 List of all current record and beneficial owners of shares,
including names, addresses, tax identification numbers and
numbers of shares held by each (including number of vested
and unvested shares and vesting schedules). Indicate if
vesting of any such shares will accelerate on a merger or
change of control of the Company. ________ _______
1.8 List of all options and warrants currently outstanding,
including names, addresses, tax identification numbers,
and numbers of options and/or warrants held by each
(including number of vested and unvested shares, exercise
prices and vesting schedules). Indicate if vesting of any
such options will accelerate on a merger or change of
control of the Company. ________ _______
1.9 Same information as specified in (1.7) and (1.8) above for
All holders of other outstanding securities. ________ _______
1.10 Samples of stock certificates. ________ _______
1.11 All stock option plans and forms of option
Agreements that have been used by the Company. ________ _______
1.12 Forms of warrants and any other outstanding securities,

2. including any convertible debt. ________ _______
1.13 voting agreements or trusts, shareholder agreements
or other similar agreements covering any portion of the
Company’s shares. ________ _______
1.14 Trust indentures. ________ _______
1.15 Stock purchase agreements. ________ _______
1.16 Any other agreements relating to sales of securities
by the Company, including offering circulars,
prospectuses, etc. ________ _______
1.17 Permits and other state or federal securities law filings
relating to the issuance or transfer of Company’s
securities, including Section 83(b) elections. ________ _______
1.18 Agreements relating to registration rights. ________ _______
1.19 Agreements relating to rights of first refusal, co-sale or
other preemptive rights. ________ _______
1.20 Any other employee stock plans (including Section 423
stock purchase plans), other than stock option plans. ________ _______
1.21 All written communications with shareholders, including
letters from the president, proxy statements, annual
reports, etc. for the last three fiscal years. ________ _______
1.22 Merger, consolidation, acquisition and asset purchase
or sale agreements and all related documents. ________ _______
1.23 Stockholders or Partnership agreements. ________ _______
1.24 List of equity investments in third parties (including
subsidiaries) and all related documents. ________ _______
2. Company and Industry
2.1 Provide external and internal research reports
prepared on the Company, its industry and/or key
Competitors, if available. Marketing Materials ________ _______
2.2 Discussion or prepare a description of the industry (including regions
in which the Company competes) including:
- Historical and projected market size by region served,
- Historical and projected short-term and long-term growth,
- Primary market drivers,
- Industry leaders and market share in the hospitals’ primary region,
- Pricing trends and price drivers,
- Cost trends and cost drivers,

3. - Industry risks and opportunities,
- Other industry trends. ________ _______
2.3 List all known competitors and potential competitors. ________ _______
2.4 Provide brief description of key competitors,
including name, location, summary financial
information, and potential advantages
and disadvantages relative to the Company. ________ _______
3. Financial Information
3.1 Provide copies of audited financial statements for the 3
most recently completed fiscal years and explain any
significant differences with internal financial statements
provided (discussion). ________ _______
3.2 Provide consolidated and consolidating balance sheets
at month-end for 3 most recently completed fiscal years
and the current year-to-date period. ________ _______
3.3 Provide customer split by white vs. grey collar clients for
past three years (annual). Discuss profitability by customer________ _______
3.4 Provide detailed breakdown of all accrued liabilities for most
recent balance sheet and by month for 2006. ________ _______
3.5 Provide consolidated income statements by month for
12 most recently completed months. ________ _______
3.6 Provide annual consolidated income statements for the
3 most recently completed fiscal years. ________ _______
3.7 Provide consolidating annual income statements for the
3 most recently completed fiscal years segmented by
entity. ________ _______
3.8 Discuss seasonality for the 3 most recently completed
fiscal years, if applicable. ________ _______
3.9 Provide annual cash flow statements for 3 most recently
completed fiscal years. ________ _______
3.10 Prepare a roll forward of accounts receivable by month
for the 3 most recently completed months
(Beginning balance + sales – collections – bad debt expense
+ write-offs + misc. adjustments = ending balance) ________ _______
3.11 Explain significant changes in line items for the following:
- Income statements for the 3 most recently completed fiscal

4. years and the estimated current fiscal year (margin analysis).
- Income statements for the current year-to-date period and the
corresponding prior year year-to-date period (margin analysis).
- Income statements for the most recently completed month
and the corresponding prior year month (margin analysis).
- Balance sheets at year-end for the 3 most recently completed
fiscal years and the most recent month-end.
- Working capital at quarter-end for the most recently
completed fiscal years, the most recent quarter-end and the
most recent date available.
3.12 Provide accounts receivable aging at for the most recent month ended
and the most recently completed fiscal year
________
_______
3.13 Provide schedule of top ten customers by annual sales for the past 3 years.
Explain reason for any major customer losses during that time
period. ________ _______
3.14 Provide accounts payable aging for the latest year-end
and the most recently completed period. ________
_______
3.15 Provide monthly internal executive management reporting
packages for the most recently completed fiscal year and
the current year-to-date period. ________
_______
3.16 Provide copies of all borrowing base certificates prepared
during the most recently completed fiscal year and the
current year-to-date period. ________ _______
3.17 Prepare list and description of significant accounting and
financial issues, internal or external, relating to the
Company or its industry (payroll tax, L/C’s, etc.). ________ _______
3.18 Provide the Company’s detailed budget/forecast for the
past 3 years, the current year, and any future years, if
available, and explain significant assumptions (and comparison
to actual results). ________ _______
3.19 Provide a copy of the Company’s accounting policies and
procedures manual, and describe significant changes in the
past 3 years. ________ _______
3.20 Provide description of any payroll taxes overdue and discussion
of IRS, or other, expectations for payment. ________ _______
3.21 Provide projection of letter of credit requirements and detail of current
letter of credits outstanding (and expected collateralization).

5. ________ _______
3.22 Provide summary of all existing debt, including amount,
maturity, coupon creditor name and any relevant covenants.
List any existing or expected defaults as it relates to
covenants, including shareholders. ________ _______
3.23 Copies of all correspondence, reports, and notices
relating to any tax disputes, claims, assessments, audits or
other proceedings with the Internal Revenue Service, or
any state, local, or foreign taxing authorities and a list
of all actual or potential tax claims.
3.24 Provide most recent trial balance detail ______ ______
3.25 UCC or other lien filings against the Company’s assets. ______ ______
4. Services
4.1 Provide complete list of services offered by the Company,
including type of services offered, mix by sales
and projected trends/focus going forward. ________ _______
4.2 Provide list of pricing and margins by service provided for the
past three years and most recent quarter. Include gross and operating
margins by client employee ________ _______
4.3 Provide customer split by white vs. grey collar clients for
past three years (annual). ________ _______
4.4 Summarize terms of all major contracts with insurance and
benefits providers. ________ _______
4.5 Describe any intended expansion of service offerings and estimate of
expected billings and correlating margins on an aggregate basis
as well as on a per client employee basis. ________ _______
4.6 Explain process of claims administration for both insurance
and benefits. ________ _______
4.7 Summarize contractual terms with customers and provide schedule
of annual client turnover for the past five years. ________ _______
5. Vendors
5.1 Describe relationship with major insurers and benefit providers,
including logistics, administration and fulfillment. List summary of
major contractual terms with such providers ________ _______
5.2 Describe partnership with major vendors, including
services provided, existing contracts and expected
relationship going forward. ________ _______

6. 5.3 Describe any recent or expected vendor or service quality issues,
pricing issues, alternative benefits and insurance suppliers.
________ _______
6. Capital Expenditures
6.1 Provide projected capital expenditures, if any, broken by category
and timing. ________ _______
6.2 Provide schedule of any necessary technological or infrastructure related capital
expenditures required to meet growth projections ________ _______
7. Governmental Regulations and Filings.
7.1 All material filings, compliance reports, deficiency notices,
applications and licenses, employee bonding, and
all documents relating to investigations or reviews
conducted by, and all approvals, determinations,
rulings and orders of, any federal, state, or local regulatory
agency, including correspondence relating to
actual or alleged violations of applicable laws, rules, or
regulations. ________ _______
8. Financing.
8.1 Prepare summary list of all financing arrangements, including
outstanding debt, lines of credit, leases, etc. ________ _______
8.2 Provide copies of loan agreements and all material
correspondence with lenders of Seller, including any compliance
reports or certificates submitted by Seller or its independent
public accountants. ________ _______
8.3 Provide copies of all line of credit agreements, debt instruments,
financial or performance guarantees, indemnification agreements,
mortgages, security agreements and related documents with
respect to any of the foregoing, and a schedule of all liens and
equipment leases to which Seller is a party and to which any
of its assets are subject. ________ _______
9. Litigation and Legal Affairs.
9.1 Summary of all pending and threatened litigation in
excess of $25,000. Include current status of each
and expected outcome by Company management
or legal counsel. ________ _______
9.2 Certificate(s) of good standing of all targeted
companies. ________ _______
9.3 Documentation relating to lawsuits and related
Pleadings (i.e. complaints, answers, counterclaims,

7. Demurrers, etc.). ________ _______
9.4 Correspondence, memoranda or notes concerning
inquiries from federal or state tax authorities. ________ _______
9.5 Correspondence, memoranda or notes concerning
inquiries from federal or state occupational safety
And hazard officials. ________ _______
9.6 Correspondence, memoranda or notes concerning
inquiries from federal or state authorities
regarding equal opportunities violations. ________ _______
9.7 Attorneys’ audit response or opinion letters to auditors
in connection with audits. ________ _______
9.8 Attorneys’ opinion letters to Company concerning the
Potential effects of any significant proposed or pending
Changes in any state or federal law, rule or regulation. ________ _______
10. Employee-Related Information.
10.1 Provide company organizational chart. ________ _______
10.2 Provide summary of organizational changes pursuant
to each acquisition over the past 3 years. ________ _______
10.3 Provide complete listing of employees with corresponding
compensation and job descriptions. ________ _______
10.4 Provide summary list of benefit and bonus plans offered to
employees. ________ _______
10.5 Provide resumes and prepare brief biographies of key
management. ________ _______
10.6 Describe conditions of the local labor market, such as
shortages in certain skills, wage levels, etc. ________ _______
10.7 Copies of all bonus, profit-sharing, stock purchase,
contributory savings, pension, incentive stock options,
and other employee benefit plans or arrangements to
which Seller is a party. ________ _______
10.8 Description of any labor disputes, grievances, requests
for arbitration and pending proceedings relating to
employees of Seller. ________ _______
10.9 Description of employee turnover rate. ________ _______

8. 10.10 Copies of severance policies and severance agreements. ________ _______
10.11 Copies of all sickness and disability schemes and
maternity/paternity schemes. ________ _______
10.12 Details of the current accrued holiday pay liability. ________ _______
10.13 Details of employees (including directors) dismissed or made
redundant or whose contract was otherwise terminated in the
last 2 years who have made or are likely to make claims against
the Seller. ________ _______
10.14 All plan documents since the plan’s original
adoption, including, trust agreements, plan amendments,
adoption agreements, basic plan documents. ________ _______
10.15 Certified resolutions of the Board of Directors adopting
the Plan, adopting Plan amendments, delegating
fiduciary responsibility to any person or entity. ________ _______
10.16 Two most recent Form 5500s, as filed with the IRS,
including all schedules, attachments and audit reports,
if any. ________ _______
10.17 The most recent summary plan description and
any summary of material modifications distributed to
plan participants. ________ _______
10.18 The most recent favorable determination letter or
notification/opinion letter if standardized prototype. ________ _______
10.19 IRS Determination Letter on termination. ________ _______
10.20 Final Form 5500 filing. ________ _______
10.21 Board Resolutions terminating the plan ________ _______
10.22 Copies of all Employment Agreements (or, if
appropriate, forms of employment agreement). ________ _______
10.23 Form of Consulting Agreements. ________ _______
10.24 Schedule of all consultants by name, length of service

9. and services performed. ________ _______
10.25 Employee Handbook. ________ _______
10.26 Copy of non-qualified profit sharing plan documents. ________ _______
10.27 Copies of plan documents. ________ _______
10.28 Insurance Policies. ________ _______
10.29 Rabbi Trust Agreements or other funding arrangements. ________ _______
10.30 Copy of DOL notice for any Top Hat plans. ________ _______
11. Insurance.
11.1 Summary list of all insurance policies currently in place. ________ _______
11.2 All insurance coverage and loss reports, surveys, and
statistics and risk management reports for Seller and
its assets for the past 3 years. ________ _______
11.3 Copies of all insurance policies under which Seller is
insured and certificates of insurance for all such
insurance. ________ _______
11.4 A list of all significant insurance claims within the past five
years that relate to Seller or its assets. ________ _______
11.5 Last audit and/or audit worksheets for all policies subject
to audit. ________ _______
11.6 Latest schedule of insurance (prepared by broker/s) ________ _______
11.7 Financial agreements with all insurers regarding quot;loss
sensitivequot; programs for each policy year that has open
claims – Casualty & Health insurance. ________ _______
11.8 Audits, loss runs and loss sensitive adjustments (retro,
large deductible, retention, etc.) for each policy year that
has open claims. ________ _______

10. 11.9 Triangulations for all loss sensitive programs, including
total incurred losses, paid losses and claim counts. ________ _______
11.10 Experience modification data. ________ _______
11.11 Property loss summary (date, type, location amount)
for at least 3 full years. ________ _______
11.12 Liability loss runs, currently valued, for last 5 years. ________ _______
11.13 Worker’s compensation loss runs, currently valued,
for at least 3 years. ________ _______
11.14 Automobile loss runs, currently valued, for at
least 3 years. ________ _______
12. Properties and Leases.
12.1 Summary of all leases of equipment and real
property, including lease assignments and sub-leases,
to which Seller is a party, either as lessor or
lessee. ________ _______
12.2 All agreements encumbering real or personal
property owned by Seller, including all mortgages,
deeds or trust, and security agreements. ________ _______
12.3 All recent appraisal values for owned property or
equipment. ________ _______
13. Electronic Commerce - Discussion
13.1List/description of computer software owned or
used by the Seller and copies of the licenses. ________ _______
13.2Confirmation that copyright in software is fully
vested in the Seller and if programs were written by
third party consultants, copies of all agreements with
such consultants. ________ _______
13.3List of all third-party software included in or used
in the development of software owned or used by
the Company. ________ _______
13.4List of all employees or consultants who worked on

11. software developed by the Company. ________ _______
13.5Warranty and maintenance history of all software
owned or used by the Company. ________ _______
13.6Standard end-user software licenses and other sample
Contracts with end-user or other customers. ________ _______
13.7Contracts, understandings or proposed transactions
with major suppliers, content providers or
manufacturers. ________ _______
13.8Distributorship or reseller agreements in which
the Company is distributor or reseller. ________ _______
13.9Licenses of third-party owned software, technology
Or other intellectual property to the Company. ________ _______
13.10 Settlement documents and release agreements. ________ _______
13.11 Agreements with subsidiaries, affiliates or shareholders. ________ _______
13.12 Tax-sharing or overhead sharing/allocation agreements. ________ _______
13.13 Agreements with government entities. ________ _______
13.14 Agreements that restrict the Company from engaging
in any business or industry, or from entering any
geographical market anywhere in the world, including
any exclusive distribution agreements. ________ _______
13.15 Other material contracts outstanding. ________ _______
14. Information Systems - Discussion
14.1Provide overview of information systems in place
supporting all aspects of the Company’s business,
i.e., accounting, benefits administration, workers
comp administration, etc. ________ _______
14.2Describe terms and costs of ongoing contractual
services provided by third-parties. ________ _______
14.3Provide detailed description existing technology
platform and scalability of customer base under
existing infrastructure. ________ _______
15. Intellectual Property Rights
15.1 List of patents or pending applications (both domestic

12. And foreign). ________ _______
15.2 List of trademarks/service marks, trademark/ service
Mark registrations or pending applications ( both
Domestic and foreign). ________ _______
15.3 List of trade names. ________ _______
15.4 List of copyrights, copyright registrations or pending
applications. ________ _______
15.5 List of Internet domain names. ________ _______
16. Real Estate Matters
16.1 Title reports for any real property owned by the
Company. ________ _______
16.2 Real estate purchase, lease or sublease agreements
for all offices, stores, manufacturing facilities and
any other real property. ________ _______
16.3 List of all mortgages, trust deeds, easements, etc. ________
_______
16.4 Appraisals of any real property assets. ________ _______
16.5 Environmental assessment reports. ________ _______
17. Audit Documentation
17.1 Management letters from accountants concerning internal
accounting controls in connection with all audits since
the Company’s inception. ________ _______
17.2 Letters that have been sent to the Company in connection
with all audits since the Company’s inception. ________ _______
17.3 Details of any change in auditors and/or change in
accounting principles. ________ _______
18. Miscellaneous
18.1 Press releases regarding material developments. ________ _______
18.2 Correspondence with counsel or third parties relating
to insolvency issues, bankruptcy or creditors' rights
matters, including any analysis of whether any payments
to creditors may be preferences, agreements among
creditors, agreements for the composition of debt, etc. ________ _______
18.3 Analyses of the Company prepared by investment
bankers, management consultants or others during

13. the past three fiscal years or the current fiscal year. ________ _______
18.4 All other material documents or descriptions of all
other facts or things that are important to an
understanding of the Company, its products and
services, or the industry in which it operates. ________ _______