ADHERENCE TO PROFESSIONAL STANDARDS

Business Appraisal Consultants, Inc. is committed to full adherence to the Uniform Standards of Professional Appraisal Practice (USPAP) in all of its valuations. As promulgated by the semi-public Appraisal Foundation, USPAP standards require a written or oral certification that we have no present or prospective interest in the subject business, and that the appraisal fee is in no way dependent upon the value reported. As required by USPAP, we certify, to the best of our knowledge and belief, that:

• the statements of fact contained in our reports are true and correct;
• the reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, unbiased professional analyses, opinions and conclusions;
• we have no present or prospective interest in the subject firms and that we have no personal interest or bias with respect to the partners involved;
• our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, our reports; our analyses, opinions and conclusions are developed and the report prepared in conformity accordance with USPAP;
• and no one has provided significant professional assistance other than the person or persons who have signed the reports.

We will, as also required by USPAP, provide a description of the business or portion of the business subject to value; a statement of the objectives of the appraisal; a description of the appraisal methods employed; and a statement of general assumptions and contingent and limiting conditions. Any fractional or hypothetical appraisals will be so identified. We further accept our duties and responsibilities to describe the standard of value, to be accurate, to avoid providing a false value, to attain and maintain competency and to practice ethically.

Valuations performed for tax purposes adhere to standards of Revenue Ruling 59-60. In compliance with the Revenue Ruling, business value for tax purposes considers, in addition to other relevant factors:

• The nature and history of the business.
• The economic outlook in general and the condition and outlook of the specific industry in particular.
• The book value of the stock and the financial condition of the business.
• The earnings capacity of the company.
• The dividend paying capacity of the company.
• The existence of enterprise goodwill or other intangible value.
• Sales of the stock and the size of the block of stock to be valued.
• The market price of publicly traded stocks of corporation engaged in the same or similar lines of business.

In addition, Business Appraisal Consultants, Inc. is committed to Revenue Ruling's requirements that all appraisals employ common sense, informed judgment and reasonableness in the valuation process.

Valuations of employee stock are performed in accordance with the proposed regulations of the Department of Labor relating to the valuation of stock. Such regulations require that valuations consider, in addition to the factors listed in Revenue Ruling 59-60, certain relevant factors pertaining to marketability and control when making certain second-stage adjustments described in Section J below.

We are committed to the Principles of Appraisal Practice and Code of Ethics of the American Society of Appraisers (ASA), the appraisal standards of the Business Valuation Committee of the ASA, the Code of Ethics adopted by the Institute of Business Appraisers (IBA) and the standards of professional service established by the American Institute of Certified Public Accountants (AICPA).