Portfolio 61-2nd: Negotiated Acquisitions

Wks. 1 Broker Agreement

Wks. 2 Asset Sale Agreement (Seller's Draft)

Wks. 2A Asset Purchase Agreement (Buyer's Draft)

Wks. 3 Agreement and Plan of Merger

Wks. 4 Registration Rights, Indemnification and Escrow Agreement (Exhibit A to Agreement and Plan of Merger)

Wks. 5 Board Resolutions

Wks. 6 Letter of Intent

Wks. 7 Expression of Interest Letter

Wks. 8 Mutual Nondisclosure Agreement

Wks. 9 Due Diligence Checklist

Wks. 10 Closing Memorandum

Wks. 11 Officers' Certificate

Wks. 12 Legal Opinion

Wks. 13 Hart-Scott-Rodino Improvements Act of 1976, 15 U.S.C. §18a

Wks. 14 Notification and Report Form for Certain Mergers and Acquisitions