STATEMENT OF QUALIFICATIONS

Delphi Valuation Advisors, Inc., a member of the American Business Appraisers® national network, is a leading provider of valuation advisory services, located in the metropolitan Boston area. Delphi specializes in providing valuation-related consulting and in appraising closely held businesses, professional practices, options and warrants, and intangible assets for companies throughout the United States and internationally. Delphi business appraisals are independent, unbiased determinations of value that are based on objective, well-documented information and analysis. Appraisals form the foundation of transactions and business, estate, financial, and succession plans. Delphi provides independent business appraisals to assist clients in the following situations:

• Strategy – Business planning, buy-sell agreements, employee stock ownership plans (ESOPs), purchase offer analysis, recapitalization, strategic planning, succession planning.
• Financial Reporting – FASB 141 (purchase price allocation), FASB 142 (goodwill impairment), FASB 144 (impairment of long-lived assets, FASB 123(R)).
• Transactions – Acquisitions, divestitures, joint venture formation, leveraged buyouts, management buyouts, mergers, minority buyouts or redemptions, sale of business or partial interest, spin-offs.
• Tax – Charitable contributions, estate planning, family limited liability companies (LLCs), family limited partnerships (FLPs), gift tax, inheritance tax, 409A, net operating loss (NOL) carryforwards, passive foreign investment company (PFIC), probate, purchase price allocation, S Corporation conversion, transfer pricing.
• Litigation – Arbitration, breach of contract, business interruption, compensatory damage cases, condemnation proceedings, damage determination, diminished capacity, dissenting and minority stockholders, expert testimony, lost profits, marital dissolution, partnership dissolution, shareholder disputes, statutory (squeeze-out) mergers.
• Bankruptcy – Collateral valuation, fresh start accounting, involuntary liquidation, reorganizations.
• Other – Compensation, insurable value, loan financing, not-for-profit status, personal financial planning, trend analysis.

Delphi Valuation Advisors, Inc. values your business. Delphi offers a powerful combination of independence, certified expertise, and real world experience, personal service, professionalism, sources and technology. As a member of the ever-growing, national network of independently owned business appraisal firms, American Business Appraisers?, Delphi has significant resources for any and all business valuation issues. With approximately 20 members nationwide, including some of the most distinguished business appraisers in the country, Delphi has a tremendous resource for keeping up with the latest developments in business appraisals and providing additional expertise for dealing with unusual and complex business valuation issues.

CHRIS M. MELLEN, ASA, MCBA, CM&AA, MBA
President
Delphi Valuation Advisors, Inc.
A Member of the American Business Appraisers Network

SUMMARY OF QUALIFICATIONS
(updated August 2004)

PROFESSIONAL EXPERIENCE
(latest position held)

Extensive experience over 19 years completing in excess of 1,600 engagements relating to the valuation of closely held businesses, pass-through entities, professional practices, derivative securities, and intangible assets.

• Delphi Valuation Advisors, Inc. – President, 2000-present
• Tofias, P.C. – Principal-in-Charge, Valuation Services, 1996-2000
• KPMG LLP – Director, Appraisal/Valuation Services, 1992-1996
• Valuation Counselors, Inc. – Business Valuation Consultant, 1989-1992
• State Street Bank and Trust Company – Mutual Fund Account Manager, 1985-1989

ACADEMIC AND PROFESSIONAL CREDENTIALS

• Master of Business Administration, Finance, Babson College, 1990
• Bachelor of Arts, Industrial Relations and Economics, McGill University, 1985
• Accredited Senior Appraiser (ASA), Business Valuation, American Society of Appraisers
• Master Certified Business Appraiser (MCBA), Institute of Business Appraisers
• Certified Merger & Acquisition Advisor (CM&AA), Alliance of Merger & Acquisition Advisors
• Over 900 valuation-related Continuing Professional Education (CPE) credit hours

VALUATION COMMITTEE POSITIONS HELD

• Governor, Northeast Region – The Institute of Business Appraisers, Inc., 2003-present
• Member – Appraisal Issues Task Force, 2003-present
• Boston Chapter Officer – American Society of Appraisers (Chairman of BV Committee 2003-present, Chapter President 2002-03, Treasurer 2001-02, Secretary 2000-01)
• Editorial Board – Business Appraisal Practice, 2002-present
• Instructor – The Institute of Business Appraisers, Inc., 2000-present
• Qualifications Review Committee – The Institute of Business Appraisers, Inc., 1998-2004
• National Chairman of the Business Valuation Committee – BKR International, serving 33 accounting and consulting firms across the United States, 1996-2000

PUBLICATIONS, SEMINARS, AND SPEECHES

• Have taught several one-day and two-day courses as an instructor for The Institute of Business Appraisers, Inc.
• Guest speaker on business valuation topics at appraisal conferences, other professional conferences, colleges, banks, and various professional associations.
• Published several articles relating to business valuations in business and professional publications.
• Several internally published articles relating to business valuations.

EXPERT WITNESS TESTIMONY

• Qualified as an expert witness in business valuation in various probate courts.