DUE DILIGENCE

QSI's due diligence experience makes us well-suited to assist clients who seek to expand their operations through network acquisition. QSI understands that the needs of the client may vary and will therefore tailor and optimize the scope of our services to meet the individual needs of the client. For instance, QSI offers both comprehensive due diligence services as well as services that supplement the due diligence undertaken by the client. QSI is also capable of providing fast-turnaround due diligence reports when time is of the essence. QSI's due diligence services include developing a complete business case, analyzing cash flow, developing objective historical pro formas, developing forecasts, performing sensitivity analyses, identifying critical factors, and developing essential assumptions and contingencies. QSI's operations and network experts will also make the necessary field visits and provide a complete audit and evaluation. The following list is only a sample of the due diligence activities QSI is capable of providing:

• Analysis of all corporate documents of companies/subsdiaries
• Determination of pending and potential litigation
• Analysis of corporate structure
• Review of all pertinent contracts and agreements
• Review and analysis of all financial documents, including issuance of securities
• Compilation and inventory of all network components
• Assessment of network components and the extent to which they are
  functional/operational/state-of-the-art
• Evaluation of the overall state of the network and its service capabilities
• Assessment of compatibility of the network with the client's existing network
• Financial assessment of the network; and
• Estimation of additional investments, if any, to make the network operational and/or commensurate with established service quality criteria.

QSI is able to go beyond the standard feasibility and viability check lists because of our focus on first understanding our clients, their objectives and the marketplace in which they operate, and then employing our expertise to determine risks and opportunities. QSI's Industrial Organization approach of analyzing Structure > Conduct > Performance is one of the keys to our clients' successes. QSI also understands that communication with our clients is critical and will ensure that our findings are clearly communicated to the client and will make any of our consultants available for follow up questions, discussions and further analysis.