P.O. Box 2392
Darien, CT 06820-0392

Telephone: 203-325-2703
E-Mail: jlp@NYNJCT-BV.com


Dated as of --------, 20XY
----------------------, Inc. ["ABC"]
Attention: Mr. ---, Vice President
----------, AB 12345


You have requested that J.L. Pierson & Co. LLC ["JLP&Co."] provide you with its opinion as to the fairness, from a financial point of view, of the consideration paid by -----------, Inc. for substantially all the assets of ABC pursuant to an Asset Purchase Agreement [thereafter "the Agreement"] dated as of ---------, 199- [thereafter "the closing date" or "the valuation date"] between ABC, Dollar Capital Lending Corporation and ------,Inc. ABC was prior to the closing date engaged in the business of manufacturing and selling ----------------------- generally described as ----- [thereafter "the Business".]

Under the Agreement, --------, Inc. purchased the ABC assets from Dollar Capital Lending Corporation as the latter, being the lender secured by substantially all the assets of ABC, availed itself of its rights under various credit documents and simultaneously foreclosed on the assets. The determination of the final asset purchase price is subject to post-closing calculations of asset values as defined in the Agreement, and a range of possible prices has been calculated.

In arriving at the opinion set forth below, JLP&Co. has completed the following tasks:

1 Reviewed the financial statements of ABC for the several years ended December 31, 199-, as well as the approximately -- months period ended on the closing date and various closing documents, accounting and other records as of the closing date.

2 Reviewed certain information, including financial forecasts, relating to the business, earnings, cash flows and assets of the Business, furnished to us by or on behalf of ABC.

3. Conducted discussions with members of the management of ABC and ---------, Inc. concerning the business and prospects of the Business; discussions were also conducted with other industry participants.

Compared the results of operations of the Business with that of certain companies which we deemed relevant.

Conducted a financial review of the financial condition of ABC with respect to its liquidity and capital position as of the closing date.

Compared the financial terms of the purchase with the financial terms of certain other mergers and acquisitions which we deemed relevant.

Review the Asset Purchase Agreement and ancillary agreements thereto.

8. Performed such other analyses and reviewed and analyzed such other information as JLP&Co. deemed appropriate.

In rendering this opinion, JLP&Co. did not assume responsibility for independently verifying, and did not independently verify, any financial or other information concerning ABC, or the publicly available information regarding other companies.

JLP&Co. has assumed that all such financial and other information is accurate and complete. JLP&Co. has further relied on the assurances of ABC management that they are not aware of any facts that would make such financial or other information inaccurate, incomplete or misleading. With respect to forecasts and financial projections of ABC provided by management, JLP&Co. has assumed, for the purpose of this opinion, that the forecasts have been reasonably prepared on bases reflecting the best available estimates and judgements of management at the time of their preparation as to the future performance of the Business. JLP&Co. has further assumed, with your consent, that any material liabilities (contingent or otherwise, known or unknown) of the Business are as set forth in the financial statements.

We have not been engaged to make, nor have we made, an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Business nor have we been furnished with any such evaluation or appraisals except for the fixed asset appraisal by National Valuations, Inc. Our opinion is based upon regulatory, economic, market and monetary conditions existing on the date hereof.

This opinion has been prepared for your information in connection with the Asset Purchase Agreement and shall not be reproduced, summarized, described or referred to or provided to any person or otherwise made public without the prior consent of JLP&Co. It is understood, however, that the corporate shell of ABC will soon file for protection under the bankruptcy laws and that you may communicate this opinion to the relevant creditors' committee.

On the basis of, and subject to the foregoing, we are of the opinion that the consideration paid by -----------, Inc. is fair from a financial point of view.

Yours very truly,



Managing Member