William G. Hays & Associates, LLC.
Corporate Financial Consultants
1100 Spring Street, N.W.
Suite 450
Atlanta, GA 30309-2847

BANKRUPTCY AND RECEIVER SERVICES

H&A has extensive experience in all phases of bankruptcy and receiver management and administration. H&A or its President, William G. Hays, Jr. ("Hays") have been appointed in the Bankruptcy Court and District Court to serve in the following capacity:

H&A is uniquely organized to provide "hands on" administration so that quick and effective results may be obtained. When determined advantageous, H&A places management and financial consultants on the Debtor's premises to administer the estate. When appropriate, H&A will manage the Debtor for the Trustee or Receiver. Many times it is necessary to take control of a Debtor in an expedient manner and H&A is accustomed to quickly taking control, securing assets and records, and providing interim management during the period of reorganization or liquidation.

Among the numerous bankruptcy administrative services of H&A are the following:

REPRESENTATIVE BANKRUPTCY RECEIVERSHIP CASES

Consultants for Trustee:

Aledo Financial Services, Inc. (including subsidiaries and affiliates)- an international financing company that filed a bankruptcy petition in the District of Arizona. Hays served as Chapter 11 Trustee. H&A assisted in the management and substantial litigation. Assets included approximately 43,000 acres of real estate in Chile.

Altamira Development Service Corp.- a real estate development company that filed a bankruptcy petition in the District of Arizona. Hays served as Chapter 11 Trustee and H&A assisted in management and liquidation.

Amtrux Insurance Managers, Inc.- an insurance agency that filed a bankruptcy petition in the Northern District of Georgia. H&A assisted in financial analysis and claims administration.

Beacon Financial Group, Inc.(including subsidiaries and affiliates)- a securities firm headquartered in the State of South Carolina. Hays served as U.S. District Court Receiver, filed a bankruptcy petition and served as Securities Investment Protection Corporation (SIPC) Trustee managing and liquidating offices in Ohio, Georgia and South Carolina. H&A assumed responsibility for on site management and assisted in all bankruptcy matters including claims administration, analysis, liquidation and preparation of a Plan of Liquidation.

Craftmatic Contour Corp.- a furniture distribution and financing company that filed a bankruptcy petition in the Northern District of Georgia. H&A assisted the Trustee in analyzing claims, filing financial reports and liquidating the business.

Fresh Market Festival, Inc.- a farmer's market style grocery store in which an involuntary bankruptcy petition was filed in the Northern District of Georgia. H&A assisted in researching financial records and advised the Trustee regarding potential recovery through bankruptcy claims.

International Trading, Inc.- an alleged international gold and diamond mining company that filed a bankruptcy petition in the Northern District of Georgia. Hays served as Chapter 11 Trustee. H&A investigated and traced $3.2 million through five foreign countries and assisted in developing a Plan of Liquidation and Disclosure Statement. Sufficient funds were recovered to pay creditors 94% of allowed claims.

Issac LeaseCo, Inc.- an automobile wholesaler for which H&A was appointed in 1996 as Financial Consultants to the Chapter 7 Trustee. The company defrauded a major lender of $36 million and H&A traced funds and assisted in the identification and recovery of assets. H&A has a major role in litigation support, funds tracing, and identification and liquidation of over 500 automobiles.

Kaleidoscope, Inc.- a mail order company that filed a bankruptcy petition in the Northern District of Georgia. Hays served as court appointed CEO and administered day to day operations as manager. There were over 20,000 creditors. H&A provided on site management, assisted in administering claims and liquidating the estate.

Micro Mart, Inc.- a computer retailer that filed a bankruptcy petition in the Northern District of Georgia. The company operated retail stores in three states and a warehouse in Atlanta. Hays served as court appointed CEO. H&A provided on site management and assisted in bankruptcy administration, and liquidation of the bankrupt estate.

North American Acceptance Corp.- a finance company that filed a bankruptcy petition in the Northern District of Georgia. The business consisted of owning, financing and servicing receivables of 1st mortgages, 2nd mortgages and land contracts with outstanding balances in excess of $50 million. Hays served as court appointed CEO and worked with the Trustee in developing and confirming a successful Plan of Reorganization. H&A assisted in all phases of the administration including management, claims administration and developing a Plan of Reorganization.

Speir Insurance Agency, Inc.- an insurance agency that filed a bankruptcy petition in the Northern District of Georgia. Hays served as court appointed CEO and assumed management control and ultimately liquidated this multi-office agency. H&A assisted in claims administration and liquidation.

Consultants for Debtor-in-Possession:

Aiden E. Barnes, III- a Chapter 11 case in the Middle District of Georgia involving extensive real estate holdings. H&A was employed to serve as financial consultants and expert witnesses for the Debtor with respect to issues relating to a Plan of Reorganization and feasibility of the Plan.

Belmont Limited Partnership- a Chapter 11 case in the Northern District of Georgia involving apartment projects in Las Vegas and Atlanta. H&A was employed to review and investigate factual information and serve as financial consultants and expert witnesses for the Debtor in connection with the Plan of Reorganization and feasibility of the Plan.

Hannover Corporation of America- a real estate development company in the Eastern District of Louisiana. Hays was appointed by the U.S. District Court to serve as Special Master. Later, he was appointed Receiver and filed a bankruptcy petition. Thereafter, he served as Administrator of the Debtor-in-Possession. H&A assisted in all phases of administration of the bankrupt estate including preparation of the Statement of Affairs and Schedules, claims administration, filing of a Plan of Liquidation and liquidating the estate.

United American Financial Co.- a finance company in the Eastern District of Tennessee. It was a wholly owned subsidiary of United American Bank. Hays provided on site management by serving as CEO, filed a bankruptcy petition and liquidated the company. H&A assisted in all phases of the bankruptcy proceeding.

Consultants for Special Agent:

Diversified Growth (including subsidiaries and affiliates)- Hays was appointed by the U.S. District Court for the District of Washington, D.C. to serve as Special Agent in a complex case in which a complaint was filed by the SEC involving several insurance companies. H&A prepared a financial analysis of the complex transactions.

Consultants for Examiner:

World Bazaar Franchise Corp.- a franchiser of retail stores that filed a bankruptcy petition in the Northern District of Georgia. The company operated retail stores in 15 states and a warehouse in Atlanta. Hays served as Examiner with Expanded Power with duties similar to Trustee. H&A provided on site management, claims administration and provided litigation support. Additionally, H&A assisted in developing a Plan of Reorganization and liquidating the estate.

Consultants for Receiver:

Beacon Financial Group, Inc.- Hays served as U.S. District Court appointed Received in the District of South Carolina. H&A assisted in the review of documents, analysis of claims, financial analysis and on site administration.

Camp Chattahoochee- a children's day camp located in Atlanta, Georgia. Hays was appointed by the Georgia State Superior Court to serve as Receiver and H&A assisted the Receiver.

Carey Station II- a Georgia resort for which Hays was appointed by the Georgia State Superior Court to serve as Receiver. H&A assisted the Receiver in all phases of administration including on site management.

First American Bank- a case filed in U.S. District Court, for the Northern District of Georgia. The case involved an offshore bank with deposits in excess of $20 million. H&A assisted the Receiver in administering and liquidating the estate as well as preparing various financial analyses and financial reports.

Telecom Industries Inc., Telecom Marketing, Inc., Midas Media, Inc. and Century Wireless Communications, Inc.- a group of companies based in Las Vegas that were involved in the fraudulent sale of $34 million in general partnership interests in wireless cable television stations. Hays was appointed Receiver in the United States District Court for the Northern District of Georgia, in 1995. H&A managed the investigation and traced funds through over 160 bank accounts representing $150 million in transactions. Over $1.8 million was recovered through litigation and a distribution was made to the partnerships.

Club Atlanta Travel, Inc.- a multi-level travel marketing company for which Hays was appointed Receiver in September 1997, in the United States District Court for the Northern District of Georgia. The company has virtually no assets and has $25 million in claims from over 25,000 investors. H&A is currently administering the estate.

Consultants for Special Master:

Hannover Corporation of America- a real estate development case in the Eastern District of Louisiana. H&A assisted Hays who served as U.S. District Court Special Master. Over $16 million was invested by approximately 200 people.

Consultants for Secured Creditors:

Odyssey International Pte. Ltd.- an international manufacturing and distribution company that filed a bankruptcy petition in the Northern District of California. H&A reviewed financial records and documents and advised three international financial institutions regarding potential recovery.

Consultants to Distribution Agent:

Wealth International Network, et al- a group of five companies involved in the solicitation of investments. In November 1995, Hays was appointed Distribution Agent in the United States District Court for the Northern District of Georgia. The company raised over $14 million and H&A recovered and distributed over $8 million to approximately 4,000 investors.

Liquidating Agent:

Flexel, Inc.- a cellophane manufacturing company in a Chapter 11 bankruptcy proceeding, for which Hays was appointed "Responsible Person" in July, 1997. Upon confirmation of the Plan of Liquidation, Hays and H&A were appointed Liquidating Agent. Responsibilities included managing the manufacturing operations with over 400 employees, closing the plant and liquidating all assets. The Liquidating Agent had essentially the duties of a Trustee in bankruptcy.