Gift & Estate Tax Valuation

Sentry Oil, Inc. – The Company was incorporated on October 4, 1982 and is engaged in the business of distributing fuel oil to its customers primarily located in Massachusetts. Sentry Oil, Inc. is an S corporation. The Company has, as its only class of equity ownership, 1,000 shares authorized, issued and outstanding of voting common stock. The Standard Industrial Code (SIC) in which the Company operates is #5983 – Fuel Oil Dealers, and NAICS Code #454311- Heating Oil Dealers / Direct Selling Establishments. The purpose of the valuation was to facilitate consideration of possible sale/ purchase of stock from non-employee minority shareholders.

Hyde Group – The Company makes tools for drywall, painting, and plumbing professionals. Foxboro Consulting Group valuation specialists determined the fair market value of the common stock on minority interest basis of the Hyde Group for contribution to a grantor retained annuity trust (“GRAT”) for gifting and estate tax planning purposes.

Leach & Garner – Leach & Garner manufactures gold and silver findings for use by the jewelry industry. Foxboro Consulting Group valuation specialists were retained by the Estate of Phillip F. Leach to develop an estimate of the fair market value of the common and preferred stock of Leach & Garner for estate tax planning purposes.

Magnolia Optical Technologies, Inc. – based in Woburn, MA, is a Government-approved contractor for advanced technology development. The Company has been at the forefront of pioneering the development of thin film, optical, and advanced solar cell technologies for high efficiency solar cells using nano-materials and to use Ultraviolet, Visible and Infrared part of the electromagnetic spectrum for imaging and solar cell applications for Defense and Terrestrial Application. Magnolia Optical has to date, received funding support from Defense Advanced Research Projects Agency (DARPA) and other Department of Defense (DOD) agencies, NASA and the National Science Foundation (NSF) to fund the development of the advanced nanostructure-based technologies in optics for U.S. government customers or prime contractors. Foxboro Consulting Group valuation specialists determined the fair market value of the Company’s common stock on a non-marketable/minority ownership interest basis for estate planning & income tax gifting purposes.

The Systems Distributors, Inc. – TSD is a technology driven company specializing in scaleable software and services for the automobile rental industry. Foxboro Consulting Group staff determined the fair market value of a minority ownership interest in this application service provider servicing the auto rental industry. The valuation was conducted for gift and estate tax planning purposes.

Business Interiors Floor Covering, Inc.-is a provider of floor coverings in the Greater Boston service area. The President wanted to transfer non-voting stock in the Company to his son in the form of a grantor retained annuity trust (“GRAT”). Foxboro Consulting Group valuation specialists determined the fair market value of a 20.0% ownership interest in the Company’s non-voting common stock, and provided a valuation report documenting our findings.

Krasilovski Family Limited Partnership- owns assets primarily comprised of publicly traded stocks and bonds. Foxboro Consulting Group valuation specialists developed appropriate marketability, minority interest, and brokerage fee discounts and determined the fair market value of the Estate’s limited partner ownership interest in the Limited Partnership, and we provided a valuation report that documented our findings.

333-345 West First Street LLC – Partnership owns primarily commercial real estate property in the Boston metropolitan area. Foxboro Consulting Group valuation specialists developed appropriate marketability & minority interest discounts, and determined the fair market value of a 7.4% minority ownership interest in the Partnership for gifting purposes, and we provided a valuation report that documented our findings.

The Estate of Robert McCloskey – The Estate’s legal advisor wanted Foxboro Consulting Group valuation specialists to determine the fair market value of the literary copyright properties including all literary properties (“Make Way for Ducklings” and “Blueberries for Sal”), illustrations, and movie right properties for the Estate. Foxboro Consulting Group valuation specialists determined the fair market value of the copyrights and related royalty income for estate tax planning purposes.

Magnolia Solar, Inc. – is a development stage company focused on the solar energy industry. Magnolia Solar Corporation primarily focuses on the development of thin film solar cells. It intends to commercialize nanotechnology-based thin film technology that can be deposited on glass and other flexible structures. The Company’s technology would be utilized in power generation for electrical grids, as well as local applications including lighting, heating, traffic control, irrigation, and water distillation, as well as other residential, agricultural, and commercial applications. Customers include federal, civilian and military agencies; and institutional commercial customers, such as large corporations, non-governmental organizations, universities, and solar powered electric generating stations. Foxboro Consulting Group valuation specialists determined the fair market value of the Company’s common stock on a non-marketable/minority ownership interest basis for estate planning & income tax gifting purposes.

Equity Buy/Sell Valuations

Hayes Management Consulting – Hayes Management Consulting is a management consulting firm specializing in software installation and integration. The Company’s owner wanted to transfer a 10.0% minority ownership interest in the Company to one of the Company’s key employees. Foxboro Consulting Group valuation specialists determined the fair market value of the 10.0% minority ownership interest in the Company, as well as the fair market value if the common stock.

Cleary Elevator Company – Cleary Elevator is a leading elevator maintenance and service provider in the Greater Boston Metropolitan service area. The founder and owner of the Company wanted to transfer his stock in the Company to his three (3) sons. At the conclusion of the stock transaction, approximately 50.0% of the common stock, was transferred to the eldest son, and the other two sons now own 25.0% of the shares outstanding. Foxboro Consulting Group valuation specialists determined the fair market value of the Company’s common stock, and provided a valuation report that documented our findings.

QC Solutions, Inc. – QC Solutions, Inc. manufactures semi-conductor fabrication equipment for the semi-conductor manufacturers. QCS is a leading supplier of advanced epitaxial metrology and ion implantation wafer monitoring equipment. OCS designs, manufactures and supports fully programmable robotic, non-contact, non-destructive wafer mapping and point pattern sampling equipment. The controlling ownership shareholder wanted to buy-out the minority shareholders who owned approximately 16.0% of the Company. Foxboro Consulting Group valuation specialists determined the fair market value of the Company’s stock for the buy-out, and provided a valuation report that documented our findings.

Stock Option & Common Stock Valuations

BioVex Group, Inc. – BioVex is a pre-revenues and pre-profit clinical-stage biotechnology company focused on the development and future commercialization of targeted treatments for cancer and the prevention of infectious disease. BioVex had numerous series of preferred stock with various liquidation preferences. Foxboro Consulting Group valuation specialists provided an independent opinion as to the fair market value of the common stock and of the underlying stock options of the Company in compliance with provisions of Statement of Financial Accounting Standards 123(R) Share-based Payment (“FAS 123(R)”), and in compliance with IRC Section 409A.

Pioneer Surgical Technology, Inc. – Pioneer Surgical Technology made an offer to merge with Angstrom Medica, Inc. The merger transaction involved a combination of common stock, earn-out, and the assumption of certain liabilities. Foxboro Consulting Group valuation specialists were retained by the Board of Directors of Angstrom Medica, Inc. to determine the fair market value of the common stock of Pioneer Surgical Technology for purposes of facilitating the merger transaction.

mindShift Technologies, Inc. – mindSHIFT delivers managed information technology and professional services in the United States. The Company offers managed office computing solutions for small to medium sized business organizations for professional workers in verticals such as legal, nonprofits, associations, insurance, and consulting. Foxboro Consulting Group valuation specialists prepared a common stock valuation of stock options.

Ipswitch Software, Inc. – the Company is a leading developer of network management, secure file transfer and messaging technology solutions. Foxboro Consulting Group valuation specialists prepared a common stock valuation for stock options.

Dover Saddlery, Inc. – Dover Saddlery is a leading specialty retailer and direct marketer of equestrian products for English and Western-style riding industry in the United States. The company offers saddles and tack; specialized apparel; and horse care and stable products. It provides riding apparel, including breeches, gloves, and riding boots; horse tack, such as bridles, horse boots, and saddles, as well as crops, whips, and bats; horse blankets and sheets comprising coolers and stable and turnout blankets; and horse liniments, cold therapy, and fly control products. Foxboro Consulting Group valuation specialists prepared the valuation for stock options.

Sitara Network, Inc. – The Company is a supplier of quality of service (QOS) solutions. Foxboro Consulting Group staff determined the fair market value of the common stock and stock options for deferred compensation planning purposes.

Akibia, Inc. – Akibia, Inc. provides IT services and business consulting support services for UNIX, Linux, and Windows computing environments; areas of operation include security, desktop management, and infrastructure design and maintenance. Foxboro Consulting Group valuation specialists were retained to advise in the spin-off of various lines of business from the parent corporation. In addition, Foxboro Consulting Group valuation specialists determined the fair market value of a minority interest in the common equity of Akibia for internal planning purposes, and we also prepared a valuation analysis of stock options.

Learning Services Corporation – LSC provides long-term care and rehabilitation services for patients with severe brain injury. Foxboro Consulting Group valuation specialists determined the fair market value of the common stock as part of the company’s financial decision-making.

Rooms.com – Rooms.com provides on-line hotel reservations. Foxboro Consulting Group valuation specialists determined the fair market value of common shares in Rooms.com Inc. used by Granite Financial Partners and Rooms.com management to assist in determining the valuation for the next round of equity funding. In addition, Foxboro Consulting Group valuation specialists determined the fair value of in-process research & development and certain other intangible assets of Hotel Distribution Network Corporation for FAS 141 financial reporting purposes.

Employee Retirement Income Security Act (ERISA) and Department of Labor (DOL) Valuations

Seaman Paper Company of MA. – Seaman Paper Company is a 57-year-old business that manufactures decorative and industrial tissue paper. The Company and its affiliates have approximately 500 employees, and is a major employer in the Company’s geographic service area. The Company’s products include resale tissue purchased in stores for gift-wrap, retail-packaging tissue used by stores to package customer purchases, crepe streamers and waxed paper for floral and foodservice applications. Foxboro Consulting Group valuation specialists prepared a common stock valuation report, which was submitted to the Department of Labor as part of a request for administrative relief related to the sale of stock to the Company by the individual retirement accounts owned by family member owners and principals of the Company.

Bourneuf Corporation – Bourneuf Corporation is a wholesale and retail distributor of plumping, heating and industrial products. Foxboro Consulting Group valuation specialists determined the fair market value of the common stock of Bourneuf Corp. employee stock ownership plan for ERISA compliance purposes.

Beacon Power – Beacon Power is a designer, manufacturer and marketer of advanced flywheel technology products for energy storage and power quality applications. Foxboro Consulting Group was retained to advise the board on the adoption of a shareholders’ rights plan. Foxboro Consulting Group valuation specialists provided a valuation for the Board of Directors.

Merger & Acquisition Advisory Services

Pioneer Surgical Technology, Inc. – Pioneer Surgical Technology made an offer to purchase the merge with Angstrom Medica, Inc. The merger transaction involved a combination of common stock, earn-out, and the assumption of certain liabilities. Foxboro Consulting Group valuation specialists were retained by the Board of Directors of Angstrom Medica, Inc. to determine the fair market value of the common stock of Pioneer Surgical Technology for purposes of facilitating the merger transaction.

Net Links Software Group of America, Inc. – Netlinks is a Southfield, Michigan based company. Its principal activity is to provide information technology consulting and computer software development. The services offered focus on complete or partial IT outsourcing and business process outsourcing, application and infrastructure solutions, connectivity and telecom services, and network solutions. During 2006, IOC merged into Net Links Software, and simultaneously, Net Links Software acquired DASS. Foxboro Consulting Group valuation specialists provided a valuation of the common stock of the combined entity of Net Links Software; and provided a financial accounting and tax reporting basis for the Company’s common stock on a minority interest basis as of the valuation date. In addition, Foxboro Consulting Group valuation specialists provided a valuation of certain intangible assets of NetLink Software, IOC and DASS and allocated the acquisition purchase price to the fair market values of certain identifiable intangible assets of Net Links Software, IOC, and DASS, thereby achieving compliance with Financial Accounting Standards Board (FAS) Statement No. 141, Business Combinations, and FAS No.142, Goodwill and Other Intangible Assets.

Litigation Support Services

Open Med Technologies Corp. – Foxboro Consulting Group valuation specialists were retained by the Open Med Technologies Corp., the defendant, to determine the fair market value of the application software technology of E-Health Engines, the plaintiff, as of February 1, 2002. The subject software was an internet-enabled clinical information and medical image management software application, and was the subject of a litigation proceeding in Middlesex County Court between E-Health Engines and the Open Med Technologies Corp.
Fairness Opinion Services

Bio-Engineering Networks, Inc. (BioEngine) – BioEngine has created the world’s first vascularized, implantable bioengineered live assist device incorporating human liver cells. Its patents are based on 20 years of extensive research and headed by a pioneer in the organ engineering field in collaboration with Massachusetts General Hospital, MIT, Draper Laboratory, and the ExOne Company. The founders of BioEngine had the opportunity to license technology from MGH designed to augment the gas exchange function of a human lung. The Board of Directors of BioEngine negotiated a Collaboration Agreement with a company formed to pursue the opportunity, involving the sharing of technology and resources. Foxboro Consulting Group valuation specialists provided a financial review opinion on this Collaboration Agreement to the management and Board of Directors of BioEngine. This company was formed and financed with a focused strategy of developing the lung technology, while BioEngine realized economic and strategic benefits from the Collaboration Agreement.

EnVivo – EnVivo is a biopharmaceutical company dedicated to discovering and developing drugs for central nervous disorders currently focusing on Alzheimer’s disease, Parkinson’s disease, Huntington’s disease and spino-cerebellar ataxias. Foxboro Consulting Group valuation specialists were retained to advise the Board of Directors of EnVivo and to provide a fairness opinion for the special committee of the Board of Directors of EnVivo as part of their Series C financing led by existing investor Fidelity Biosciences. EnVivo used the $24.0 million funding to advance several promising programs into clinical trials including an alpha-7 nicotine receptor for cognition enhancement in Alzheimer’s disease and schizophrenia.

ABS Industries, Inc. – ABS Industries was a holding company that operated through two wholly-owned subsidiaries, which manufactured automobile parts for sale to the “Big Three” American automobile manufacturers and other car makers. The Company went through a Chapter 11 bankruptcy proceeding and subsequently realized the value of its contingent intangible asset. The Company initiated a reverse stock split/stock buy-out process, whereby the Company bought out fractional shareholders after a 1-for-500 stock split. At the conclusion of the ABS Industries stock buy-out transaction, the Company had fewer than 300 shareholders. Foxboro Consulting Group valuation specialists determined the fair value of ABS Industries common stock, and then provided a fairness opinion to the Board of Directors as to the fairness of the stock price offered to the fractional shareholders in the buy-out transaction.