Willamette Management Associates

8600 West Bryn Mawr, Suite 950-N

Chicago, Illinois 60632-3505

773-399-4300/(Fax) 773-399-4310

December 1, 2006

Mr. Dennis N. Cavender

Executive Vice President & Chief Financial Officer

Essential Group, Inc.

1325 Tri-State Parkway

Suite 300

Gurnee, Illinois 60031

Dear Mr. Cavender:

Pursuant to your request, we have conducted an analysis of the fair market value of Essential Group, Inc. (“Essential” or the “Company”).

We understand that the board of directors of Essential is considering a transaction which would reduce the number of shareholders of common stock so that Essential would no longer be required to incur the expense of public filings. Essential is considering a reverse stock split transaction the result of which would be that certain common stock shareholders would be required to surrender their shares (“Transaction”).

OBJECTIVE AND PURPOSE OF OUR ANALYSIS

The objective of our analysis is to estimate the fair market value of (1) the business enterprise of Essential and (2) its Class A and Class B common equity (the “Subject Interests”) as of October 31, 2006 (the “valuation date”).

We understand that our analysis will be one of many factors considered by Essential’s board of directors for management information purposes related to the Transaction. No other purpose is intended or should be inferred.

STANDARD OF VALUE AND PREMISE OF VALUE

The standard of value we used in this analysis is fair market value. Fair market value is defined as the price at which a property would exchange between a willing buyer and a willing seller, each being knowledgeable of all relevant facts, neither being under compulsion to buy or sell, and with equity to both. We adopted the premise of value in continued use, as a part of a going concern business enterprise.

DATA AND DOCUMENTS RELIED UPON

The principal sources of information that we considered in performing our valuation included, but were not limited to, the following:

• Public filings including audited financial statements for fiscal years 2000 through 2005;

• Financial performance reported for the nine months ended September 30, 2005 and September 30, 2006;

• Company-prepared financial model for fiscal years 2006 through 2010;

• Detailed description of the rights and privileges of the Company’s various issued securities;

• Ibbotson Associates, Stocks, Bonds, Bills, and Inflation, Valuation Edition, 2006 Yearbook;

• Ibbotson Associates, Cost of Capital 2006 Yearbook;

• Federal Reserve Statistical Release dated October 31, 2006;

• Guideline merged and acquired company information provided by SEC filings, press releases, SDC, and Mergerstat databases;

• National economic information from: The Wall Street Journal; Barron’s; Barron’s Online; The Oregonian; Associated Press; AFP; Financial Times; U.S. Bureau of Labor Statistics; U.S. Census Bureau News; ISM; New York Times; Econoday Report; U.S. Bureau of Economic Analysis; CNNMoney.com; Reuters Limited; and Worth;

• Industry Information from: Cowen and Company Publicly Traded Company Services Database, September 29, 2006; www.acrohealth.org; and various documents filed with the Securities and Exchange Commission (SEC); and

• Financial information related to guideline publicly traded companies provided by various information services such as Standard & Poor’s Compustat, and Mergent Online and various documents (annual reports, SEC Forms 10-K, 10-Q, etc.) filed with the SEC.

We reviewed the contract research industry and the national economy as of the valuation date. Information regarding our review is maintained in our working files.

In addition, we visited the Essential headquarters in Gurnee, Illinois to interview Dennis N. Cavender, Executive Vice President & Chief Financial Officer of Essential.

SUMMARY DESCRIPTION OF ESSENTIAL

Essential was founded in 1994 by several physicians as an affiliated site management network and provides pharmaceutical, biotechnology, nutritional and device companies a single source for managing the conduct of phase I-IV clinical research in North America. In March 2004, Essential expanded the services of the Company to include Essential Contract Research Organization (CRO) services.

In 2006, the Company discontinued offering its traditional central site management services and is focused in the future on offering CRO and patient recruitment services. The Company’s primary clinical research management services provided are branded as Essential CRO services and Essential Patient Recruitment services. These services represent a single group of similar clinical management services provided to pharmaceutical and biotechnology firms in conducting clinical research. The Company is considered a pharmaceutical services company, providing services across the majority of functions for clinical development. The Company offers complete services to clients in the pharmaceutical, biotech, nutritional, device, and governmental research industries.

For each of the five fiscal years ending December 31, the Company reported negative net income. Stockholders’ Equity as of September 31, 2006 was negative by more that $100 million.

We understand that, in addition to the reverse stock split transaction, the Company is anticipating a conversion of some of its preferred stock into common stock, among other events. Our analysis has been prepared without regard to this transaction or other events. This transaction and other events may be necessary in order for the Company to operate as a going concern.

SUMMARY DESCRIPTION OF THE CAPITAL STRUCTURE

As of the valuation date, the Company carried $475,000 of interest-bearing debt and nine classes of preferred stock, all of which have a preference over the Company’s two classes of common stock.

Value is assigned to the common stock (and to the options and warrants) when the business enterprise value of the Company exceeds the value of the preferred stock.

The preferred stock as of the valuation date has a liquidation value that exceeds $64 million and a liquidation preference value (that includes accrued but unpaid dividends) that exceeds $100 million. All shares of Series A preferred stock are convertible into Class A common stock at any time at the election of the holder at the liquidation preference value.

Series of Preferred	Liquidation Value per Share ($)	Number of Shares	Total Liquidation Value ($)
A-1	26.510	150,884	4,000,000
A-2	50.133	149,602	7,500,000
A-3	8.396	297,768	2,500,000
A-4	11.250	888,889	10,000,000
A-5	7.900	569,861	4,501,902
A-6	12.000	2,726,450	32,717,400
A-7	12.000	209,167	2,510,004
B	0.010	228,436	2,284
E	12.500	30,164	377,050
		5,251,221	64,108,640

The holders of at least 66 2/3% of the voting power of the outstanding Series A-2, A-3, A-4, A-5, and A-6 preferred stock voting together as a single class, subject to certain restrictions, have the right to compel the Company to redeem all of the outstanding Series A preferred stock in an amount equal to the liquidation preference value. We understand that no one shareholder of the Company holds the requisite voting power but that there are two shareholders that, voting together, do have the requisite voting power to exercise the redemption rights.

There were 3,430,043 shares of Class A common stock outstanding and 685,324 shares of Class B common stock outstanding as of the valuation date.

In addition, there were 2,634,643 stock options outstanding and 71,250 warrants outstanding as of the valuation date.

VALUATION APPROACHES

We considered the following generally accepted business valuation approaches and methods in our analysis:

• Market Approach: Guideline Publicly Traded Company Method,

• Market Approach: Guideline Merged or Acquired Company Method, and

• Income Approach: Discounted Cash Flow Method.

We did not apply an asset accumulation method because the fair market value of the Essential tangible and intangible assets are best measured using these methods. During out analysis, we did not encounter any material asset value that has not been captured in our analysis using these methods.

The market approaches and income approach listed above are discussed in later sections of this opinion letter.

For purposes of this analysis, we define Essential’s business enterprise value to be the Company’s total invested capital, or MVIC (i.e., market value of equity plus interest-bearing debt).

Conceptually, MVIC is computed as follows:

Market value of the current portion of interest-bearing debt

+ Market value of long-term interest-bearing debt

+ Market value of preferred stock (price x number of shares outstanding)

+ Market value of common stock (price x number of shares outstanding)

In addition, to mitigate the effect of differences in the financial leverage among the guideline companies (and between the guideline companies and Essential), we adjusted the cash flow and resulting market pricing multiples of the guideline companies to an invested capital basis.

Our selection of guideline company multiples was based on their revenue. This was necessary because the historical earnings of Essential were negative.

As a result, as part of our analysis, we adopted the following assumptions:

1. Essential will receive a $2.5 million capital infusion before the end of the first quarter of 2007.

2. Essential’s line of credit will increase due to the $2.5 million capital infusion.

3. Essential will operate as a going concern business.

4. Essential will maintain its credit facilities and get relief from financial covenants violations, if any.

5. Essential will realize the full value of the Company’s net operating losses.

6. Our concluded values of the Subject Interests do not include an estimate for speculative investor value.

THE MARKET APPROACH

Guideline Publicly Traded Company Method

The guideline publicly traded company method estimates value based on an analysis of prices of common stocks of guideline publicly traded companies that operate in the same industry as the Company.

A summary of this method is provided on Exhibits 9 through 17 of Appendix A.

Based on our analysis, per the guideline publicly traded company method, the fair market value of the Essential MVIC, including a working capital deficit adjustment, as of the valuation date, was $8.9 million (rounded).

Guideline Merged and Acquired Company Method

Within the guideline merged and acquired company method, we utilize transaction pricing data from mergers and/or acquisitions involving companies in the same, or similar, lines of business as the Company.

We selected nine transactions for use in our guideline merged and acquired company method. These transactions are summarized on Exhibits 18 and 19 of Appendix A.

In addition, we analyzed two recent letters of intent that Company received as indications of the Company’s value.

Based on our analysis, per the guideline merged and acquired company method, the fair market value of the Essential MVIC, including a working capital deficit adjustment, as of the valuation date, was $10.5 million (rounded).

THE INCOME APPROACH

Discounted Cash Flow Method

The income approach, using the discounted cash flow (DCF) method, involves a projection of the financial performance of the Company over future periods of time. The projected financial performance includes analyses of projected revenue, expenses, investment considerations, capital structure, residual value, and present value discount rate.

Our DCF analysis for Essential is summarized on Exhibits 20 through 23 of Appendix A.

Based on our analysis, per the discounted cash flow method, the fair market value of the Essential MVIC, as of the valuation date, was $11.3 million (rounded).

VALUATION CONCLUSION

Enterprise Value

Based on our assumptions and analysis, we arrived at three indications of the fair market value of Essential’s business enterprise which ranged from $8.9 million to $11.3 million. In reaching our conclusion, we placed most of the emphasis on the indication of value provided by the income approach, using the DCF method, to conclude that the Essential MVIC, as of the valuation date, was (rounded):

$11,100,000.

We placed most emphasis on the indication of value derived from the DCF method because it describes the economic income available to the owners of the capital of Essential. While the market approach methods provides supporting indications of value that substantiate our DCF analysis conclusions, the market approach methods do not directly consider the specific characteristics of Essential that support the Company’s fair market value.

As described earlier, the preferred stock of Essential has a liquidation preference that far exceeds the business enterprise value of Essential. As a result, no value is assigned to the common stock of Essential.

Class A Common Equity

Based on our analysis, as discussed above, and in our opinion, the fair market value of the Essential Class A common equity on a nonmarketable, noncontrolling ownership interest basis, as of the valuation date, was:

Zero

Class B Common Equity

Based on our analysis, as discussed above, and in our opinion, the fair market value of the Essential Class B common equity on a nonmarketable, noncontrolling ownership interest basis, as of the valuation date, was:

Zero

The summary of our valuation synthesis and conclusion is provided on Exhibit 1 of Appendix A.

Possession and use of this opinion letter is limited to the specific purpose and to the specific audience for which it was prepared. No other use is intended or implied. This opinion letter is based upon all the information available to us as of the date of this opinion letter. We assume the information supplied to us to be accurate without auditing the information for accuracy.

This opinion letter and the analyses contained herein are not and should not be considered to be a (1) fairness opinion or (2) solvency analysis.

We relied on generally accepted valuation approaches to reach our conclusion of value. During this analysis, we were provided with audited and unaudited financial statements and operational data for Essential. We have accepted these statements and data without independent verification or confirmation.

In accordance with the guidelines set out by the American Society of Appraisers, we are independent of Essential. We have no current or prospective financial interest in the assets appraised. Our fee for this analysis was in no way influenced by the results of our valuation analysis.

Very truly yours,

/s/ Robert P. Schweihs

Robert P. Schweihs, ASA, CBA

Willamette Management Associates

8600 West Bryn Mawr, Suite 950-N

Chicago, Illinois 60631-3505

773·399·4300/(Fax) 773·399·4310

APPENDIX A

EXHIBITS

Portland, Oregon • Chicago, Illinois • New York, New York • Westport, Connecticut • Washington, D.C. • Atlanta, Georgia

Essential Group, Inc. Page 2

EXHIBIT 1

ESSENTIAL GROUP, INC.

VALUATION SYNTHESIS AND CONCLUSION

AS OF OCTOBER 31, 2006

	Valuation Analysis	Indicated Value	Weight
	Market Approach: Guideline Publicly Traded Company Method (See Exhibit 17) ($000)	8,900	5	%
	Market Approach: Guideline Merged and Acquired Company Method (See Exhibit 19) ($000)	10,500	5	%
	Income Approach: Discounted Cash Flow Method (See Exhibit 23) ($000)	11,300	90	%
Equals:	Concluded Market Value of Invested Capital ($000) (Rounded)	11,100
	Market Approach: Guideline Publicly Traded Company Method (See Exhibit 17) ($000)	—	5	%
	Market Approach: Guideline Merged and Acquired Company Method (See Exhibit 19) ($000)	—	5	%
	Income Approach: Discounted Cash Flow Method (See Exhibit 23) ($000)	—	90	%
Equals:	Concluded Marketable, Noncontrolling Ownership Interest Value of Common Equity ($000)	—
Minus:	Discount for Lack of Marketability @ 0% ($000)	—
Equals:	Concluded Nonmarketable, Noncontrolling Ownership Interest Value of Common Equity ($000) (Rounded)	—	[a	]
	Concluded Nonmarketable, Noncontrolling Ownership Interest Value of Class A Common Equity ($000) (Rounded)	—	[a	]
	Concluded Nonmarketable, Noncontrolling Ownership Interest Value of Class B Common Equity ($000) (Rounded)	—	[a	]

Footnote:

[a] The concluded value of the Company’s common equity does not include an estimate for speculative investor value.

Sources: As indicated above.

Willamette Management Associates

Essential Group, Inc. Page 3

EXHIBIT 2

ESSENTIAL GROUP, INC.

HISTORICAL AND COMMON SIZE BALANCE SHEETS

	As of Sep-06 $000		As of December 31,										As of Sep-06 %		As of December 31,
			2005 $000		2004 $000		2003 $000		2002 $000		2001 $000				2005 %		2004 %		2003 %		2002 %		2001 %
Assets
Current Assets:
Cash and Cash Equivalents	1,088		5,525		1,252		1,984		2,774		5,601		11.6		29.9		9.8		11.2		13.0		21.7
Accounts Receivable, Net	6,049		10,415		8,381		12,222		13,025		13,566		64.4		56.5		65.7		68.8		61.0		52.4
Prepaid Expenses	1,822		1,949		2,577		2,766		4,258		4,679		19.4		10.6		20.2		15.6		20.0		18.1
Total Current Assets	8,959		17,889		12,210		16,972		20,057		23,846		95.4		97.0		95.7		95.5		94.0		92.2
Property, Plant and Equipment:
Furniture and Fixtures	—		1,042		1,218		1,224		1,227		1,227		—		5.6		9.6		6.9		5.7		4.7
Equipment	—		494		535		535		494		379		—		2.7		4.2		3.0		2.3		1.5
Computers and Software	—		4,518		4,565		4,431		4,398		4,269		—		24.5		35.8		24.9		20.6		16.5
Leasehold Improvements	—		494		577		580		583		565		—		2.7		4.5		3.3		2.7		2.2
Property, Plant and Equipment, Gross	6,582		6,548		6,895		6,770		6,703		6,441		70.1		35.5		54.1		38.1		31.4		24.9
Less: Accumulated Depreciation	(6,181	)	(6,023	)	(6,376	)	(5,996	)	(5,443	)	(4,444	)	(65.8	)	(32.6	)	(50.0	)	(33.7	)	(25.5	)	(17.2	)
Property, Plant and Equipment, Net	401		525		519		774		1,260		1,997		4.3		2.8		4.1		4.4		5.9		7.7
Other Assets:
Other Noncurrent Assets	34		34		24		27		24		24		0.4		0.2		0.2		0.2		0.1		0.1
Total Other Assets	34		34		24		27		24		24		0.4		0.2		0.2		0.2		0.1		0.1
Total Assets	9,394		18,448		12,753		17,773		21,341		25,867		100.0		100.0		100.0		100.0		100.0		100.0
Liabilities and Stockholders’ Equity
Current Liabilities:
Current Interest-bearing Debt	475		672		675		—		—		—		5.1		3.6		5.3		—		—		—
Accounts Payable	2,244		1,035		2,514		2,409		1,740		2,778		23.9		5.6		19.7		13.6		8.2		10.7
Capital Leases, Current Portion	—		—		—		14		3		19		5.1		—		—		0.1		0.0		0.1
Accrued Investigator Fees and Other Expenses	7,629		13,440		9,407		9,126		8,958		9,589		81.2		72.9		73.8		51.3		42.0		37.1
Accrued Wages and Other	—		—		—		2,655		2,771		3,426		—		—		—		14.9		13.0		13.2
Deferred Revenue	3,132		6,512		3,190		4,022		5,454		6,234		33.3		35.3		25.0		22.6		25.6		24.1
Total Current Liabilities	13,480		21,659		15,786		18,226		18,925		22,046		143.5		117.4		123.8		102.5		88.7		85.2
Long-term Liabilities:
Capital Leases, Noncurrent Portion	—		—		—		—		—		3		—		—		—		—		—		0.0
Other Liabilities	—		—		—		—		25		50		—		—		—		—		0.1		0.2
Total Long-term Liabilities	—		—		—		—		25		53		—		—		—		—		0.1		0.2
Total Liabilities	13,480		21,659		15,786		18,226		18,950		22,100		143.5		117.4		123.8		102.5		88.8		85.4
Series A Redeemable Convertible Preferred Stock	100,490		94,694		87,443		80,673		74,442		68,928		1,069.7		513.3		685.7		453.9		348.8		266.5
	6.1	%	8.3	%	8.4	%	8.4	%	8.0	%
Stockholders’ Equity:
Series B Convertible Preferred Stock	—		—		—		—		—		—		—		—		—		—		—		—
Series E Convertible Preferred Stock	—		—		—		—		—		—		—		—		—		—		—		—
Class A Common Stock	3		3		3		3		3		3		0.0		0.0		0.0		0.0		0.0		0.0
Class B Convertible Common Stock	1		1		1		1		1		1		0.0		0.0		0.0		0.0		0.0		0.0
Warrants to Purchase Common Stock	90		90		79		79		55		55		1.0		0.5		0.6		0.4		0.3		0.2
Additional Paid-in Capital	32,965		32,965		32,976		33,088		33,170		33,129		350.9		178.7		258.6		186.2		155.4		128.1
Accumulated Deficit	(137,589	)	(130,918	)	(123,489	)	(114,251	)	(105,235	)	(98,302	)	(1,464.7	)	(709.7	)	(968.3	)	(642.8	)	(493.1	)	(380.0	)
Treasury Stock	(46	)	(46	)	(46	)	(46	)	(46	)	(46	)	(0.5	)	(0.2	)	(0.4	)	(0.3	)	(0.2	)	(0.2	)
Total Stockholders’ Equity	(104,576	)	(97,905	)	(90,476	)	(81,126	)	(72,052	)	(65,160	)	(1,113.2	)	(530.7	)	(709.4	)	(456.5	)	(337.6	)	(251.9	)
Total Liabilities and Stockholders’ Equity	9,394		18,448		12,753		17,773		21,341		25,867		100.0		100.0		100.0		100.0		100.0		100.0

Sources: Audited and Company prepared financial statements.

Willamette Management Associates

Essential Group, Inc. Page 4

EXHIBIT 3

ESSENTIAL GROUP, INC.

HISTORICAL AND COMMON SIZE INCOME STATEMENTS

	LTM Ended Sep-06 $000		Fiscal Years Ended December 31,										LTM Ended Sep-06 %		Fiscal Years Ended December 31,
			2005 $000		2004 $000		2003 $000		2002 $000		2001 $000				2005 %		2004 %		2003 %		2002 %		2001 %
Gross Revenue	44,239		56,107		47,985		59,465		66,587		56,011		100.0		100.0		100.0		100.0		100.0		100.0
Growth Rate			16.9	%	-19.3	%	-10.7	%	18.9	%
Cost of Goods Sold:
Direct Study Costs	32,536		42,998		36,220		44,101		48,504		38,781		73.5		76.6		75.5		74.2		72.8		69.2
Net Revenue	11,703		13,109		11,765		15,364		18,083		17,230		26.5		23.4		24.5		25.8		27.2		30.8
Operating Expenses:
Selling, General, and Administrative	11,975		12,988		13,892		17,751		18,590		22,415		27.1		23.1		29.0		29.9		27.9		40.0
Class B Common Stock Depreciation	—		—		(117	)	(178	)	—		(1,919	)	—		—		(0.2	)	(0.3	)	—		(3.4	)
Depreciation and Amortization	221		324		407		567		1,006		1,560		0.5		0.6		0.8		1.0		1.5		2.8
Impairment of Goodwill	—		—		—		—		—		7,208		—		—		—		—		—		12.9
Total Operating Expenses	12,196		13,312		14,182		18,140		19,596		29,264		27.6		23.7		29.6		30.5		29.4		52.2
Operating Income	(493	)	(203	)	(2,417	)	(2,776	)	(1,513	)	(12,034	)	(1.1	)	(0.4	)	(5.0	)	(4.7	)	(2.3	)	(21.5	)
Total Other Income (Expense)	43		25		(51	)	(10	)	95		305		0.1		0.0		(0.1	)	(0.0	)	0.1		0.5
Pretax Income	(450	)	(178	)	(2,468	)	(2,786	)	(1,418	)	(11,729	)	(1.0	)	(0.3	)	(5.1	)	(4.7	)	(2.1	)	(20.9	)
Income Taxes	—		—		—		—		—		—		—		—		—		—		—		—
Net Income	(450	)	(178	)	(2,468	)	(2,786	)	(1,418	)	(11,729	)	(1.0	)	(0.3	)	(5.1	)	(4.7	)	(2.1	)	(20.9	)

Sources: Audited and Company prepared financial statements.

Willamette Management Associates

Essential Group, Inc. Page 5

EXHIBIT 4

ESSENTIAL GROUP, INC.

HISTORICAL STATEMENTS OF CASH FLOW

	Fiscal Years Ended December 31,
	2005 $000		2004 $000		2003 $000		2002 $000		2001 $000
Operating Activities:
Net Income	(178	)	(2,468	)	(2,786	)	(1,418	)	(11,729	)
Adjustments to Reconcile Net Income to
Net Change in Cash from Operating Activities:
Depreciation and Amortization	324		407		567		1,006		1,560
Impairment of Goodwill	—		—		—		—		7,208
Class B Common Stock Depreciation	—		(117	)	(178	)	—		(1,919	)
Compensatory Stock Options	—		5		95		42		22
Warrant Compensation for Professional Services	—		—		24		—		—
Other	4		2		(15	)	(7	)	(8	)
Changes in Operating Assets and Liabilities:
Accounts Receivable	(2,034	)	3,841		803		541		3,233
Prepaid Expenses	627		189		1,492		421		(462	)
Other Assets	(10	)	4		(4	)	—		8
Accounts Payable	(1,480	)	106		668		(1,038	)	1,641
Accrued Investigator Fees	149		(2,437	)	169		(632	)	(3,251	)
Accrued Wages and Other	3,885		61		(115	)	(655	)	(367	)
Deferred Revenue	3,322		(832	)	(1,431	)	(780	)	523
Other Assets and Liabilities	—		—		(23	)	(25	)	(50	)
Net Change in Cash from Operating Activities [a]	4,609		(1,239	)	(734	)	(2,545	)	(3,592	)
Investing Activities:
Purchase of Property, Plant, and Equipment	(333	)	(154	)	(67	)	(262	)	(181	)
Net Change in Cash from Investing Activities	(333	)	(154	)	(67	)	(262	)	(181	)
Financing Activities:
Proceeds (Payments) on Line of Credit, Net	(3	)	675		—		—		0
Proceeds (Payments) on Capital Leases and Debt, Net	—		(14	)	11		(19	)	(115	)
Net Change in Cash from Financing Activities	(3	)	661		11		(19	)	(115	)
Balance Sheet Reconcilation [a]	—		—		—		—		100
Net Increase (Decrease) in Cash and Cash Equivalents	4,273		(732	)	(790	)	(2,826	)	(3,788	)
Cash and Cash Equivalents, Beginning of Year	1,252		1,984		2,774		5,601		9,389
Cash and Cash Equivalents, End of Year	5,525		1,252		1,984		2,774		5,601

Footnote:

[a] Adjusted upward by $100,000 in 2001 to reconcile to the cash balance indicated on the Company’s balance sheet as of December 31, 2001.

Sources: Audited and Company prepared financial statements.

Willamette Management Associates

Essential Group, Inc. Page 6

EXHIBIT 5

ESSENTIAL GROUP, INC.

PREFERRED STOCK TOTAL LIQUIDATION VALUE

Series of Preferred Stock	Issue Date	Number of Shares Outstanding as of October 31, 2006 (A)	Liquidation Preference per Share ($) (B)	Liquidation Value ($000) ‘(C) = (A) x (B)	Required Annual Dividends (Cumulative)	Accumulated Dividends Value ($000) (D)-(C)	Total Liquidation Value ($000) (D)		Voting Rights	Convertible
Series A-1	3/23/2000	150,884	26.51	4,000	8% per	NA	NA		Yes	Yes
Series A-2	3/23/2000	149,602	50.13	7,500	annum of	NA	NA		Yes	Yes
Series A-3	3/23/2000	297,768	8.40	2,501	Liquidation	NA	NA		Yes	Yes
Series A-4	3/23/2000	888,889	11.25	10,000	Value at the	NA	NA		Yes	Yes
Series A-5	3/23/2000	569,861	7.90	4,502	Beginning of	NA	NA		Yes	Yes
Series A-6	3/17/2000	2,726,450	12.00	32,717	the Year	NA	NA		Yes	Yes
Series A-7	3/17/2000	209,167	12.00	2,510		NA	NA		Yes	Yes
Total Series A				63,730		37,426	101,156	[a]
Series B	4/22/1998	228,436	0.01	2	—	—	2		No	Yes
Series E	3/15/1999	30,164	12.50	377	—	—	377		Yes	Yes
Preferred Stock Total Liquidation Value							101,535

NA = Not Available

Footnotes:

[a] Based on the projected book value of Series A preferred stock as of October 31, 2006 (See Exhibit 20). Series A preferred stock book value equals estimated liquidation value.

Sources: Exhibit 20 and Certificates of Designation of (1) Series A-1 through A-7 preferred stock, (2) Series B preferred stock, and (3) Series E preferred stock.

Willamette Management Associates

Essential Group, Inc. Page 7

EXHIBIT 6

ESSENTIAL GROUP, INC.

HISTORICAL FINANCIAL RATIO ANALYSIS

	LTM Ended Sep-06		Fiscal Years Ended December 31,
Financial Ratios			2005		2004		2003		2002		2001
LIQUIDITY
Current Ratio	0.7		0.8		0.8		0.9		1.1		1.1
Quick Ratio	0.5		0.7		0.6		0.8		0.8		0.9
ACTIVITY
Turnover:
Receivables	5.4		6.0		4.7		4.7		5.0		3.7
Total Asset	3.2		3.6		3.1		3.0		2.8		1.7
Average Collection Period (Days)	67		60		77		76		72		98
Operating Cycle (Days)	67		60		77		76		72		98
PERFORMANCE
Revenue/Net Property, Plant and Equipment	110.3		106.9		92.5		76.8		52.8		28.0
Revenue/Stockholder Equity	(0.4	)	(0.6	)	(0.5	)	(0.7	)	(0.9	)	(0.9	)
PROFITABILITY (%)
Operating Margin Before Depreciation and Amortization	(0.6	)	0.2		(4.2	)	(3.7	)	(0.8	)	(18.7	)
Operating Margin After Depreciation and Amortization	(1.1	)	(0.4	)	(5.0	)	(4.7	)	(2.3	)	(21.5	)
Pretax Profit Margin	(1.0	)	(0.3	)	(5.1	)	(4.7	)	(2.1	)	(20.9	)
Net Profit Margin	(1.0	)	(0.3	)	(5.1	)	(4.7	)	(2.1	)	(20.9	)
Return on:
Assets	(4.8	)	(1.0	)	(19.4	)	(15.7	)	(6.6	)	(45.3	)
Equity	NM		NM		NM		NM		NM		NM
Investment	0.4		0.2		2.7		3.4		2.0		18.0
Average Assets	(3.2	)	(1.1	)	(16.2	)	(14.2	)	(6.0	)	(35.1	)
Average Equity	NM		NM		NM		NM		NM		NM
Average Investment	0.4		0.2		2.9		3.6		2.1		21.0
LEVERAGE
Interest Coverage Before Tax	(8.5	)	(2.2	)	(47.4	)	(125.6	)	(87.6	)	(1,662.4	)
Interest Coverage After Tax	(8.5	)	(2.2	)	(47.4	)	(125.6	)	(87.6	)	(1,662.4	)
Long-term Debt/Common Equity (%)	—		—		—		—		—		(0.0	)
Long-term Debt/Shareholders’ Equity (%)	—		—		—		—		—		(0.0	)
Total Debt/Invested Capital (%)	(0.5	)	(0.7	)	(0.7	)	(0.0	)	(0.0	)	(0.0	)
Total Debt/Total Assets (%)	5.1		3.6		5.3		0.1		0.0		0.1
Total Assets/Common Equity	NM		NM		NM		NM		NM		NM

NM = Not Meaningful

Sources: Exhibits 2 through 4.

Willamette Management Associates

Essential Group, Inc. Page 8

EXHIBIT 7

ESSENTIAL GROUP, INC.

COMPARATIVE FINANCIAL RATIO ANALYSIS

Financial Ratios	Bioanalytical Systems, Inc. Sep-05		Encorium Group, Inc. Dec-05		Kendle International, Inc. Dec-05	Pacific Biometrics, Inc. Jun-06	PRA International Dec-05	Median	Essential Group, Inc. Dec-05
LIQUIDITY
Current Ratio	1.4		3.0		2.1	2.1	1.3	2.1	0.8
Quick Ratio	1.2		2.7		1.9	2.0	1.3	1.9	0.7
ACTIVITY
Turnover:
Receivables	4.2		4.0		4.1	7.6	3.8	4.1	6.0
Total Asset	0.9		1.1		1.4	1.7	1.0	1.1	3.6
Average Collection Period (Days)	85		89		87	48	94	87	60
Operating Cycle (Days)	113		127		87	48	94	94	60
PERFORMANCE
Revenue/Net Property, Plant and Equipment	1.6		14.2		16.6	15.5	12.1	14.2	106.9
Revenue/Stockholder Equity	2.2		2.0		2.1	4.6	1.7	2.1	(0.6	)
PROFITABILITY (%)
Operating Margin Before Depreciation and Amortization	10.9		(8.8	)	9.0	19.6	19.1	10.9	0.2
Operating Margin After Depreciation and Amortization	2.9		(12.8	)	6.9	17.2	15.7	6.9	(0.4	)
Pretax Profit Margin	0.7		(11.7	)	7.1	1.7	15.7	1.7	(0.3	)
Net Profit Margin	(0.2	)	(11.7	)	4.3	1.7	9.9	1.7	(0.3	)
Return on:
Assets	(0.2	)	(15.1	)	5.8	2.0	9.8	2.0	(1.0	)
Equity	(0.5	)	(23.5	)	8.7	7.6	17.1	7.6	NM
Investment	(0.3	)	(23.4	)	8.6	5.2	17.1	5.2	0.2
Average Assets	(0.2	)	(13.1	)	6.1	2.9	9.7	2.9	(1.1	)
Average Equity	(0.5	)	(21.0	)	9.5	18.1	19.0	9.5	NM
Average Investment	(0.3	)	(20.9	)	9.2	8.1	19.0	8.1	0.2
LEVERAGE
Interest Coverage Before Tax	1.3		(147.5	)	39.7	1.1	110.7	1.3	(2.2	)
Interest Coverage After Tax	0.9		(147.5	)	24.2	1.1	70.0	1.1	(2.2	)
Long-term Debt/Common Equity (%)	72.5		0.6		1.0	46.1	—	1.0	0.0
Long-term Debt/Shareholders’ Equity (%)	72.5		0.6		1.0	46.1	—	1.0	0.0
Total Debt/Invested Capital (%)	47.7		1.0		3.7	61.0	0.0	3.7	(0.7	)
Total Debt/Total Assets (%)	33.7		0.6		2.5	23.3	0.0	2.5	3.6
Total Assets/Common Equity	2.4		1.6		1.5	3.8	1.7	1.7	NM

Sources: S&P’s Compustat and Exhibit 6.

Willamette Management Associates

Essential Group, Inc. Page 9

EXHIBIT 8

ESSENTIAL GROUP, INC.

PRO FORMA ADJUSTMENTS AND REPRESENTATIVE FINANCIAL FUNDAMENTALS

Financial Fundamentals	LTM Ended Sep-06 $000		Fiscal Years Ended December 31,										5-Year Average $000		LTM Ended Sep-06 %		Fiscal Years Ended December 31,
			2005 $000		2004 $000		2003 $000		2002 $000		2001 $000						2005 %		2004 %		2003 %		2002 %		2001 %
Gross Revenue	44,239		56,107		47,985		59,465		66,587		56,011		54,877		100.0		100.0		100.0		100.0		100.0		100.0
Pretax Income	(450	)	(178	)	(2,468	)	(2,786	)	(1,418	)	(11,729	)	(1,460	)	(1.0	)	(0.3	)	(5.1	)	(4.7	)	(2.1	)	(20.9	)
Net Income	(450	)	(178	)	(2,468	)	(2,786	)	(1,418	)	(11,729	)	(1,460	)	(1.0	)	(0.3	)	(5.1	)	(4.7	)	(2.1	)	(20.9	)
Effective Income Tax Rate	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
Adjustments to Income:
Impairment of Goodwill	—		—		—		—		—		7,208		—		—		—		—		—		—		12.9
Total Adjustments	—		—		—		—		—		7,208		—		—		—		—		—		—		12.9
Adjusted Income:
Pretax Income	(450	)	(178	)	(2,468	)	(2,786	)	(1,418	)	(4,521	)	(1,460	)	(1.0	)	(0.3	)	(5.1	)	(4.7	)	(2.1	)	(8.1	)
Depreciation and Amortization Expense	221		324		407		567		1,006		1,560		505		0.5		0.6		0.8		1.0		1.5		2.8
Interest Expense	47		55		51		22		16		7		38		0.1		0.1		0.1		0.0		0.0		0.0
Adjusted Financial Fundamentals:
EBIT [a]	(403	)	(123	)	(2,417	)	(2,764	)	(1,402	)	(4,514	)	(1,422	)	(0.9	)	(0.2	)	(5.0	)	(4.6	)	(2.1	)	(8.1	)
EBITDA [b]	(182	)	201		(2,010	)	(2,197	)	(396	)	(2,954	)	(917	)	(0.4	)	0.4		(4.2	)	(3.7	)	(0.6	)	(5.3	)

Footnotes:

[a] EBIT = Earnings before Interest Expense and Income Taxes

[b] EBITDA = Earnings before Interest Expense, Income Taxes, Depreciation, and Amortization

Sources: Exhibits 3 & 4 and discussions with Company management.

Willamette Management Associates

Essential Group, Inc. Page 10

EXHIBIT 9

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

MARKET VALUE OF INVESTED CAPITAL

Company	Mkt./Sym.	FYE	Latest Quarter						As of or for Period Ending	Bid/Close Price Per Common Shares 10/31/06 $	Common Share Outstg. [b] 000s	Market Value of Equity		MVIC $000
			TBV $000		BVIBD $000	TBVIC $000		MVIBD [a] $000				Common 000s	Preferred $000
Bioanalytical Systems, Inc.	NASD/BASI	Sep-05	15,498		15,723	31,221		15,723	Jun-06	5.320	4,892	26,026	—	41,749
Encorium Group, Inc.	NASD/ENCO	Dec-05	7,129		41	7,170		41	Sep-06	3.740	13,348	49,923	—	49,964
Kendle International, Inc.	NASD/KNDL	Dec-05	(116,880	)	200,481	83,601		200,481	Sep-06	34.620	14,398	498,457	—	698,938
Pacific Biometrics, Inc.	OTC/PBME	Jun-06	2,355		4,652	7,008		4,652	Jun-06	1.120	18,337	20,537	—	25,190
PRA International	NASD/PRAI	Dec-05	(6,428	)	24,000	17,572		24,000	Sep-06	29.500	24,142	712,176	—	736,176
Essential Group, Inc.	NM	Dec-05	(104,576	)	475	(104,101	)	475	Sep-06	NM	—	NM	NM	NM

Definitions, footnotes, and sources are found on Exhibit 16.

Willamette Management Associates

Essential Group, Inc. Page 11

EXHIBIT 10

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

EARNINGS BEFORE INTEREST AND TAXES

Company	LTM EBIT $000		Earnings Before Interest & Taxes (EBIT)										5-Year Average [c] EBIT $000		Compound Annual Growth [d] %
			2006/05 $000		2005/04 $000		2004/03 $000		2003/02 $000		2002/01 $000
Bioanalytical Systems, Inc.	(715	)	1,258		865		918		1,765		3,543		818		NM
Encorium Group, Inc.	(116	)	(1,475	)	(5,458	)	(1,093	)	4,081		3,560		(812	)	NM
Kendle International, Inc.	28,067		17,975		6,534		3,238		10,215		7,464		13,206		32.2
Pacific Biometrics, Inc.	2,485		2,485		(2,402	)	2,594		(1,088	)	1,111		540		22.3
PRA International	43,683		51,695		45,224		30,746		16,556		8,633		37,581		40.7
LOW															22.3
HIGH															40.7
MEAN															31.7
MEDIAN															32.2
Essential Group, Inc.	(403	)	(123	)	(2,417	)	(2,764	)	(1,402	)	(4,514	)	(1,422	)	NM

Definitions, footnotes, and sources are found on Exhibit 16.

Willamette Management Associates

Essential Group, Inc. Page 12

EXHIBIT 11

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AND AMORTIZATION

Company	LTM EBITDA $000		Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)										5-Year Average [c] EBITDA $000		Compound Annual Growth [d] %
			2006/05 $000		2005/04 $000		2004/03 $000		2003/02 $000		2002/01 $000
Bioanalytical Systems, Inc.	3,333		4,699		4,306		3,599		3,807		5,304		3,949		(9.3	)
Encorium Group, Inc.	264		(965	)	(4,699	)	(216	)	4,724		4,082		(178	)	NM
Kendle International, Inc.	36,174		25,966		15,709		12,295		18,562		17,452		21,741		16.6
Pacific Biometrics, Inc.	2,749		2,749		(2,249	)	2,715		(998	)	1,179		679		23.6
PRA International	55,134		62,851		54,915		39,713		23,512		15,893		47,225		30.0
LOW															(9.3	)
HIGH															30.0
MEAN															15.2
MEDIAN															20.1
Essential Group, Inc.	(182	)	201		(2,010	)	(2,197	)	(396	)	(2,954	)	(917	)	NM

Definitions, footnotes, and sources are found on Exhibit 16.

Willamette Management Associates

Essential Group, Inc. Page 13

EXHIBIT 12

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

GROSS REVENUE

Company	Projected Growth %		Projected Gross Revenue $000	LTM Growth %		LTM Gross Revenue $000	Gross Revenue					5-Year Average [c] Gross Revenue $000	Compound Annual Growth [d] %		MVIC $000	MVIC Gross Revenue
							2006/05 $000	2005/04 $000	2004/03 $000	2003/02 $000	2002/01 $000					Projected	LTM
Bioanalytical Systems, Inc.	NA		NA	NA		NA	NA	NA	NA	NA	NA	NA	NA		41,749	NA	NA
Encorium Group, Inc.	NA		NA	3.1		13,124	12,727	18,977	26,629	29,187	19,947	20,129	(8.4	)	49,964	NA	3.81
Kendle International, Inc.	36.4		439,603	28.6		322,319	250,639	215,868	209,657	214,014	194,499	242,499	11.2		698,938	1.59	2.17
Pacific Biometrics, Inc.	NA		NA	232.8		10,750	10,750	3,230	4,801	5,765	4,405	5,790	25.0		25,190	NA	2.34
PRA International	17.0		376,710	(1.3	)	322,094	326,244	307,644	289,997	201,013	130,884	289,398	20.9		736,176	1.95	2.29
LOW	17.0			(1.3	)								(8.4	)	25,190	1.59	2.17
HIGH	36.4			232.8									25.0		736,176	1.95	3.81
MEAN	26.7			65.8									12.2		310,403	1.77	2.65
MEDIAN	26.7			15.9									16.1		49,964	1.77	2.31
Essential Group, Inc.	(18.6	)	36,006	(21.2	)	44,239	56,107	47,985	59,465	66,587	56,011	54,877	(4.8	)	NM	NM	NM

Definitions, footnotes, and sources are found on Exhibit 16.

Willamette Management Associates

Essential Group, Inc. Page 14

EXHIBIT 13

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

NET REVENUE

Company	LTM Net Revenue $000	Net Revenue					5-Year Average [c] Net Revenue $000	Compound Annual Growth [d] %		MVIC $000	MVIC/ Net Revenue
		2006/05 $000	2005/04 $000	2004/03 $000	2003/02 $000	2002/01 $000					LTM	5-Year Average
Bioanalytical Systems, Inc.	44,558	42,395	37,152	29,839	26,513	25,275	36,092	12.7		41,749	0.94	1.16
Encorium Group, Inc.	11,393	10,403	13,590	20,836	24,677	18,353	16,180	(9.6	)	49,964	4.39	3.09
Kendle International, Inc.	249,874	202,032	172,888	156,221	165,173	154,302	189,238	10.7		698,938	2.80	3.69
Pacific Biometrics, Inc.	10,435	10,435	3,123	4,264	5,294	4,058	5,435	26.6		25,190	2.41	4.63
PRA International	299,133	294,739	277,479	247,888	176,365	115,077	259,121	22.3		736,176	2.46	2.84
LOW								(9.6	)	25,190	0.94	1.16
HIGH								26.6		736,176	4.39	4.63
MEAN								12.5		310,403	2.60	3.08
MEDIAN								12.7		49,964	2.46	3.09
Essential Group, Inc.	11,703	13,109	11,765	15,364	18,083	17,230	14,005	(7.8	)	NM	NM	NM

Definitions, footnotes, and sources are found on Exhibit 16.

Willamette Management Associates

Essential Group, Inc. Page 15

EXHIBIT 14

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

GROSS REVENUE PERFORMANCE RATIOS

Company	LTM Return on Net Revenue		LTM Return on Gross Revenue		5-Year Average Return on Gross Revenue
	EBIT %	EBITDA %	EBIT %	EBITDA %	EBIT %	EBITDA %
Bioanalytical Systems, Inc. [f]	DF	7.5	DF	7.5	2.3	10.9
Encorium Group, Inc.	DF	2.3	DF	2.0	DF	DF
Kendle International, Inc.	11.2	14.5	8.7	11.2	5.4	9.0
Pacific Biometrics, Inc.	23.8	26.3	23.1	25.6	9.3	11.7
PRA International	14.6	18.4	13.6	17.1	13.0	16.3
LOW	11.2	2.3	8.7	2.0	2.3	9.0
HIGH	23.8	26.3	23.1	25.6	13.0	16.3
MEAN	16.5	13.8	15.1	12.7	7.5	12.0
MEDIAN	14.6	14.5	13.6	11.2	7.4	11.3
Essential Group, Inc.	DF	DF	DF	DF	DF	DF

Definitions, footnotes, and sources are found on Exhibit 16.

Willamette Management Associates

Essential Group, Inc. Page 16

EXHIBIT 15

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

BOOK VALUE OF INVESTED CAPITAL AND PERFORMANCE RATIOS

Company	MVIC $000s	MVIC/ Lat. Qtr. TBVIC	BV of IBD/ TBVIC %		MV of IBD/ MVIC %	LTM Return on TBVIC		5-Year Average Return on TBVIC
						EBIT %	EBITDA %	EBIT %	EBITDA %
Bioanalytical Systems, Inc.	41,749	1.34	50.4		37.7	DF	10.7	2.6	12.6
Encorium Group, Inc.	49,964	6.97	0.6		0.1	DF	3.7	DF	DF
Kendle International, Inc.	698,938	8.36	239.8		28.7	33.6	43.3	15.8	26.0
Pacific Biometrics, Inc.	25,190	3.59	66.4		18.5	35.5	39.2	7.7	9.7
PRA International	736,176	41.89	136.6		3.3	248.6	313.8	213.9	268.8
LOW		1.34	0.6		0.1	33.6	3.7	2.6	9.7
HIGH		41.89	239.8		37.7	248.6	313.8	213.9	268.8
MEAN		12.43	98.7		17.6	105.9	82.1	60.0	79.3
MEDIAN		6.97	66.4		18.5	35.5	39.2	11.8	19.3
Essential Group, Inc.	NM	NM	(0.5	)	NM	DF	DF	DF	DF

Definitions, footnotes, and sources are found on Exhibit 16.

Willamette Management Associates

Essential Group, Inc. Page 17

EXHIBIT 16

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

DEFINITIONS, FOOTNOTES, AND SOURCES TO EXHIBITS

Definitions:

BV = Book Value

DF = Deficit

FYE = Fiscal Year End

IBD = Interest-bearing Debt

IC = Invested Capital

LTM = Latest 12 Months

MV = Market Value

MVIC = LTD + ST Interest-bearing Debt + MV of Preferred + MV of Common Equity

NA = Not Available

NM = Not Meaningful

Net Revenue = Gross Revenue - Reimbursement Revenue

T = Tangible

TBVIC = Stockholders’ Equity - Goodwill + LTD + ST Interest-bearing Debt

Footnotes:

[a] Book value if not publicly traded.

[b] Per most recently available data prior to the valuation date.

[c] Includes latest 12 months if at least six months beyond latest fiscal year end.

[d] From earliest year on the table to the latest 12 months period.

[e] From the latests 12 months period to the projected fiscal year.

[f] Based on net revenue. Bionanalytical Systems, Inc., does not report reimbursement revenue.

Sources: SEC Forms 10-K and 10-Q, Annual Reports to Shareholders, Standard & Poor’s Compustat, and Mergent Online.

Willamette Management Associates

Essential Group, Inc. Page 18

EXHIBIT 17

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE PUBLICLY TRADED COMPANY METHOD

VALUATION SUMMARY

Financial Fundamentals	Essential Group, Inc. $ 000	Industry Pricing Multiples				Selected Pricing Multiples	Indicated Value $ 000	Weightings		Indicated Value $ 000
		Low	High	Mean	Median			Horizon %	Multiple %
Gross Revenue
Latest Twelve Months	44,239	2.17	3.81	2.65	2.31	0.40	17,696	50
									50	8,025
Projected	36,006	1.59	1.95	1.77	1.77	0.40	14,403	50
Net Revenue
Latest Twelve Months	11,703	0.94	4.39	2.60	2.46	0.90	10,533	100	50	5,266

	Market Value of Invested Capital	13,291
Minus:	Working Capital Deficit [a]	(4,409	)
Equals:	Indicated Market Value of Invested Capital (Rounded)	8,900
Minus:	Interest-bearing Debt [b]	(475	)
Minus:	Preferred Stock [c]	(101,535	)
Equals:	Marketable, Noncontrolling Ownership Interest Value of Common Equity	(93,110	)
Equals:	Marketable, Noncontrolling Ownership Interest Value of Common Equity (Rounded)	—

Footnotes:

[a] Based on a working capital deficit as of October 31, 2006 as indicated by Company management.

[b] Interest-bearing debt as of October 31, 2006.

[c] Based on the preferred stock total liquidation value (See Exhibit 5).

Sources: Exhibits 5, 9 through 16.

Willamette Management Associates

Essential Group, Inc. Page 19

EXHIBIT 18

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE MERGED AND ACQUIRED COMPANY METHOD

MARKET PRICING MULTIPLES

Acquiror Company Target Company	Charles River Laboratories International Inc. Inveresk Research Group, Inc.			AmeriPath Inc. Specialty Laboratories, Inc.			IT&E International Group, Inc. Averion Inc.			Covance Inc. Radiant Research Inc.		Premier Research Group Plc (UK) ScirexCorp. LLC		Premier Research Group Plc (UK) PharmData Inc. [b]		Invitrogen Corp. BioRelliance Corp.		Kedle International Inc. Inveresk Research Inc.		SFBC International, Inc. PharmaNet Inc.		Essential Group, Inc.
Date Acquired		10/20/2004			1/31/2006			7/31/2006		5/31/2006		7/10/2006		7/18/2005		2/6/2004		8/16/2006		12/22/2004
Transaction Data:
Price per Share ($)	$	38.569		$	13.250		$	159.236		NA		NA		NA		NA		NA		NA		NM
Shares Acquired (000s)		18,452			23,952			157		NA		NA		NA		NA		NA		NA		NM
Market Value of Shares Acquired ($ 000)		1,412,057			327,100	[a]		25,000		65,000		37,000		9,614		433,298	[c]	229,700		248,600		NM
Market Value of Preferred Stock ( $ 000)		—			—			—		—		—		—		—		—		—
Assumption of Debt ($ 000)		346,775			—			—		—		—		1,320		70,436		—		39,938		NM
Total Purchase Price ( $ 000)		1,758,832			327,100			25,000		65,000		37,000		10,934		503,734		229,700		288,538		NM
Percentage Acquired		100.0	%		100.0	%		100.0	%	100.0	%	100.0	%	100.0	%	95.6	%	100.0	%	100.0	%
Market Value of Invested Capital ( $ 000)		1,758,832			327,100			25,000		65,000		37,000		10,934		523,677		229,700		288,538
Latest Fiscal Year Ended		6/30/2004			12/31/2005			12/31/2005		NA		12/31/2005		12/31/2004		12/31/2003		12/31/2005		12/31/2003		12/31/2005
Latest Twelve Months Ended		12/31/2003			12/31/2005			6/30/2006		NA		12/31/2005		6/30/2005		12/31/2003		6/30/2006		9/30/2004		9/30/2006
Latest Twelve Months Operating Data:
Target Company Gross Revenue ($ 000)		NA			NA			18,032		25,000		51,667		4,624		NA		111,027		161,853		44,239
Target Company Net Revenue ($ 000)		303,898			151,727			17,196		NA		NA		NA		98,053		NA		112,519		11,703
Target Company EBIT ( $ 000)		52,194			(4,653	)		267		NA		1,350		NA		21,918		(3,550	)	10,642		(403	)
Target Company EBIT Margin (%)		NA			NA			1.5		NA		2.6		NA		NA		(3.2	)	6.6		(0.9	)
Target Company EBITDA ($ 000)		763,035			1,123			828		NA		NA		NA		27,504		8,569		16,266		(182	)
Target Company EBITDA Margin (%)		NA			NA			4.6		NA		NA		NA		NA		7.7		10.0		(0.4	)
Market Pricing Multiples:
MVIC/Gross Revenue		NA			NA			1.4		2.6		0.7		2.4		NA		2.1		1.8
MVIC/Net Revenue		5.8			2.2			1.5		NA		NA		NA		5.3		NA		2.6

NA = Not Available

NM = Not Meaningful

Net Revenue = Gross Revenue— Reimbursement Revenue

Footnotes:

[a] Based on (1) $317.364 million cash paid to common shareholders and (2) approximately $9.738 million value of new options issued to the current stock option holders of the target company.

[b] All earnings and value amounts are presented in thousands of British pounds.

[c] The purchase price of $433.3 million for the BioReliance equity is based on (1) $404.793 million cash paid to outstanding common shareholders and (2) a $28.505 accrual for cash to be paid for outstanding common stock options.

Sources: SEC filings, press releases, Mergerstat , and SDC .

Willamette Management Associates

Essential Group, Inc. Page 20

EXHIBIT 19

ESSENTIAL GROUP, INC.

MARKET APPROACH

GUIDELINE MERGED AND ACQUIRED COMPANY METHOD

VALUATION SUMMARY

Financial Fundamentals	Essential Group, Inc. $000	Industry Pricing Multiples				Selected Pricing Multiple	Indicated Value $000	Weight %
		Low	High	Mean	Median
Latest Twelve Months:
Gross Revenue	44,239	0.7	2.6	1.8	1.9	0.4	17,696	25	%
Net Revenue	11,703	1.5	5.8	3.5	2.6	1.2	14,044	75	%

	Offer Date	Indicated Range of Net Asset Value $000 [a]
IT&E International, Inc., Letter of Intent, Value of Net Assets [b]	April 17, 2006	6,000 - 9,000
INC Research, Inc., Letter of Intent, Value of Certain Assets and Rights [c]	March 15, 2006	3,000 - 6,000

	Market Value of Invested Capital	14,957
Minus:	Working Capital Deficit [d]	(4,409	)
Equals:	Indicated Market Value of Invested Capital (Rounded)	10,500
Minus:	Interest-bearing Debt [e]	(475	)
Minus:	Preferred Stock [f]	(101,535	)
Equals:	Marketable, Controlling Ownership Interest Value of Common Equity	(91,510	)
Minus:	Discount for Lack of Control @ 0%	—
Equals:	Marketable, Noncontrolling Ownership Interest Value of Common Equity	(91,510	)
Equals:	Marketable, Noncontrolling Ownership Interest Value of Common Equity (Rounded)	—

Footnotes:

[a] Based on estimates provided by Company management.

[b] The offer value was comprised of (1) 67,128,499 common shares of IT&E International Inc. (“IT&E”) (represents 23% of IT&E total common stock post-transaction), (2) warrants to purchase an additional 25,110,872 shares of common stock with an exercise price of $0.16 per share, and (3) assume $3.2 million current liabilities of Essential Group, Inc., related to the working capital deficit as of the date of the contemplated transaction. As of the offer date, the market price of IT&E common stock was $0.165 per share.

[c] The offer value was comprised of (1) $3 million of cash, (2) 1 million of INC Research, Inc., restricted shares of common stock, and (3) an earn-out payment.

[d] Based on a working capital deficit as of October 31, 2006 as indicated by Company management.

[e] Interest-bearing debt as of October 31, 2006.

[f] Based on the preferred stock total liquidation value (See Exhibit 5).

Source: Exhibits 5 and 18.

Willamette Management Associates

Essential Group, Inc. Page 21

EXHIBIT 20

ESSENTIAL GROUP, INC.

INCOME APPROACH

DISCOUNTED CASH FLOW METHOD

PROJECTED CONSOLIDATED BALANCE SHEETS

	As of Oct-06 $000		Projected as of December 31,										As of Oct-06 %		Projected as of December 31,
			2006 $000		2007 [a] $000		2008 $000		2009 $000		2010 $000				2006 %		2007 [a] %		2008 %		2009 %		2010 %
Assets
Current Assets:
Cash and Cash Equivalents	104		639		600		2,105		6,215		11,168		1.2		7.6		5.8		14.8		26.1		31.1
Accounts Receivable, Net	6,105		5,314		7,832		10,052		14,306		19,105		71.9		63.5		75.8		70.5		60.1		53.2
Prepaid Expenses	1,865		2,031		1,055		119		168		224		22.0		24.3		10.2		0.8		0.7		0.6
Total Current Assets	8,074		7,984		9,487		12,276		20,689		30,497		95.1		95.4		91.8		86.1		86.9		84.9
Property, Plant and Equipment:
Property, Plant and Equipment, Gross	6,582		6,582		7,332		9,032		10,732		13,632		77.5		78.6		70.9		63.3		45.1		37.9
Less: Accumulated Depreciation	(6,197	)	(6,230	)	(6,514	)	(7,081	)	(7,657	)	(8,233	)	(73.0	)	(74.4	)	(63.0	)	(49.7	)	(32.2	)	(22.9	)
Property, Plant and Equipment, Net	385		352		818		1,951		3,075		5,399		4.5		4.2		7.9		13.7		12.9		15.0
Other Assets:
Other Noncurrent Assets	34		34		34		34		34		34		0.4		0.4		0.3		0.2		0.1		0.1
Total Other Assets	34		34		34		34		34		34		0.4		0.4		0.3		0.2		0.1		0.1
Total Assets	8,493		8,370		10,339		14,261		23,798		35,930		100.0		100.0		100.0		100.0		100.0		100.0
Liabilities and Stockholders’ Equity
Current Liabilities:
Current Interest-bearing Debt [b]	475		869		611		—		—		—		5.6		10.4		5.9		—		—		—
Accounts Payable	2,061		1,998		1,816		2,048		2,310		2,605		24.3		23.9		17.6		14.4		9.7		7.3
Capital Leases, Current Portion	—		—		—		—		—		—		5.6		—		—		—		—		—
Accrued Investigator Fees and Other Expenses	5,062		4,437		5,855		7,460		9,109		10,947		59.6		53.0		56.6		52.3		38.3		30.5
Accrued Wages and Other	2,281		2,367		2,230		2,671		3,848		4,949		26.9		28.3		21.6		18.7		16.2		13.8
Deferred Revenue	2,604		2,837		1,566		143		202		269		30.7		33.9		15.1		1.0		0.8		0.7
Total Current Liabilities	12,483		12,508		12,078		12,322		15,469		18,770		147.0		149.4		116.8		86.4		65.0		52.2
Long-term Liabilities:
Capital Leases, Noncurrent Portion	—		—		—		—		—		—		—		—		—		—		—		—
Other Liabilities	—		—		—		—		—		—		—		—		—		—		—		—
Total Long-term Liabilities	—		—		—		—		—		—		—		—		—		—		—		—
Total Liabilities	12,483		12,508		12,078		12,322		15,469		18,770		147.0		149.4		116.8		86.4		65.0		52.2
Series A Redeemable Convertible Preferred Stock	101,156		102,500		110,949		120,095		129,995		140,711		1,191.1		1,224.6		1,073.1		842.1		546.2		391.6
Stockholders’ Equity:
Class A Common Stock	3		3		3		3		3		3		0.0		0.0		0.0		0.0		0.0		0.0
Class B Common Stock and Series B & E Convertible Preferred Stock	1		1		1		1		1		1		0.0		0.0		0.0		0.0		0.0		0.0
Warrants to Purchase Common Stock	90		90		90		90		90		90		1.1		1.1		0.9		0.6		0.4		0.3
Additional Paid-in Capital	32,922		32,826		35,355		35,383		35,411		35,439		387.7		392.2		342.0		248.1		148.8		98.6
Accumulated Deficit	(138,162	)	(139,558	)	(148,137	)	(153,633	)	(157,171	)	(159,084	)	(1,626.9	)	(1,667.4	)	(1,432.8	)	(1,077.3	)	(660.4	)	(442.8	)
Total Stockholders’ Equity	(105,146	)	(106,638	)	(112,688	)	(118,156	)	(121,666	)	(123,551	)	(1,238.1	)	(1,274.1	)	(1,089.9	)	(828.5	)	(511.2	)	(343.9	)
Total Liabilities and Stockholders’ Equity	8,493		8,370		10,339		14,261		23,798		35,930		100.0		100.0		100.0		100.0		100.0		100.0

Footnotes:

[a] Assumes a $2.5 million capital infusion in the first quarter of 2007.

[b] As of November 30, 2006, borrowings under the line of credit is projected to reach $1.1 million. The increase in the line of credit will be supported by the projected $2 million capital infusion.

Sources: Management projections and WMA estimates.

Willamette Management Associates

Essential Group, Inc. Page 22

EXHIBIT 21

ESSENTIAL GROUP, INC.

INCOME APPROACH

DISCOUNTED CASH FLOW METHOD

PROJECTED CONSOLIDATED INCOME STATEMENTS

	2 Mos. Ending Dec-06 $000		Projected Fiscal Year Ending December 31,										2 Mos. Ending Dec-06 %		Projected Fiscal Year Ending December 31,
			2006 $000		2007 $000		2008 $000		2009 $000		2010 $000				2006 %		2007 %		2008 %		2009 %		2010 %
Gross Revenue:
CRO	2,785		15,339		22,138		47,620		67,303		89,513		61.6		42.6		56.5		74.7		77.0		78.0
EPR	1,737		11,062		17,042		16,120		20,150		25,188		38.4		30.7		43.5		25.3		23.0		22.0
SMO	—		9,605		—		—		—		—		—		26.7		—		—		—		—
Total Gross Revenue	4,522		36,006		39,180		63,740		87,453		114,700		100.0		100.0		100.0		100.0		100.0		100.0
Growth Rate			-36	%	9	%	77	%	143	%	219	%
Direct Study Cost:
CRO	1,821		9,700		14,348		30,953		43,747		58,183		40.3		26.9		36.6		48.6		50.0		50.7
EPR	1,401		8,463		13,142		12,574		15,717		19,646		31.0		23.5		33.5		19.7		18.0		17.1
SMO	—		7,599		—		—		—		—		—		21.1		—		—		—		—
Total Direct Study Cost	3,222		25,762		27,490		43,527		59,464		77,830		71.2		71.5		70.2		68.3		68.0		67.9
Net Revenue:
CRO	965		5,639		7,790		16,667		23,556		31,330		21.3		15.7		19.9		26.1		26.9		27.3
EPR	336		2,599		3,900		3,546		4,433		5,541		7.4		7.2		10.0		5.6		5.1		4.8
SMO	—		2,006		—		—		—		—		—		5.6		—		—		—		—
Total Net Revenue	1,301		10,244		11,690		20,214		27,989		36,871		28.8		28.5		29.8		31.7		32.0		32.1
Growth Rate			-22	%	14	%	73	%	38	%	32	%
Operating Expenses:
Selling, General, and Administrative	657		5,534		7,180		11,238		15,847		21,986		14.5		15.4		18.3		17.6		18.1		19.2
Shared Services Allocation	660		5,420		4,027		4,471		5,109		5,507		14.6		15.1		10.3		7.0		5.8		4.8
Depreciation & Amortization	35		212		283		567		575		575		0.8		0.6		0.7		0.9		0.7		0.5
Total Operating Expenses	1,352		11,166		11,490		16,275		21,531		28,068		29.9		31.0		29.3		25.5		24.6		24.5
Operating Income	(51	)	(922	)	199		3,938		6,458		8,803		(1.1	)	(2.6	)	0.5		6.2		7.4		7.7
Other Income (Expense):
Interest, Net	—		48		(289	)	(289	)	(96	)	—		—		0.1		(0.7	)	(0.5	)	(0.1	)	—
Total Other Income (Expense)	—		48		(289	)	(289	)	(96	)	—		—		0.1		(0.7	)	(0.5	)	(0.1	)	—
Pretax Income	(51	)	(874	)	(89	)	3,650		6,361		8,803		(1.1	)	(2.4	)	(0.2	)	5.7		7.3		7.7
Income Taxes [a]	—		—		—		73		127		176		—		—		—		0.1		0.1		0.2
Net Income	(51	)	(874	)	(89	)	3,577		6,234		8,627		(1.1	)	(2.4	)	(0.2	)	5.6		7.1		7.5
EBIT [b]	(51	)	(922	)	199		3,938		6,458		8,803		(1.1	)	(2.6	)	0.5		6.2		7.4		7.7
EBITDA [c]	(16	)	(710	)	482		4,505		7,033		9,378		(0.4	)	(2.0	)	1.2		7.1		8.0		8.2

Footnotes:

[a] Includes an adjustment for net operating losses and an estimated 2% AMT tax on positive pretax income.

[b] EBIT = Earnings before Interest Expense and Income Taxes

[c] EBITDA = Earnings before Interest Expense, Income Taxes, Depreciation, and Amortization

Sources: Management projections and WMA estimates.

Willamette Management Associates

Essential Group, Inc. Page 23

EXHIBIT 22

ESSENTIAL GROUP, INC.

INCOME APPROACH

DISCOUNTED CASH FLOW METHOD

WEIGHTED AVERAGE COST OF CAPITAL (WACC)

Cost of Equity Capital: Capital Asset Pricing Model					Sources
Risk-free Rate of Return			4.73	%	Federal Reserve Statistical Release, October 31, 2006
Long-term Equity Risk Premium	6.3	%			Stocks, Bonds, Bills, and Inflation, Valuation Edition 2006, Ibbotson Associates
Industry Beta	1.49				Cost of Capital , 2006 Yearbook, Ibbotson Associates (SIC 8731)
Beta-adjusted Equity Risk Premium			9.4	%
Size-related Equity Risk Premium			9.83	%	Stocks, Bonds, Bills, and Inflation, Valuation Edition 2006, Ibbotson Associates
Unsystematic Equity Risk Premium			10.0	%	WMA Estimate
Total Cost of Equity Capital			33.9	%
Cost of Equity Capital: Build-Up Method					Source
Risk-free Rate of Return			4.73	%	Federal Reserve Statistical Release, October 31, 2006
Long-term Equity Risk Premium			6.3	%	Stocks, Bonds, Bills, and Inflation, Valuation Edition 2006, Ibbotson Associates
Industry Equity Risk Premium			2.56	%	Stocks, Bonds, Bills, and Inflation, Valuation Edition 2006, Ibbotson Associates
Size-related Equity Risk Premium			9.83	%	Stocks, Bonds, Bills, and Inflation, Valuation Edition 2006, Ibbotson Associates
Unsystematic Equity Risk Premium			10.0	%	WMA Estimate
Total Cost of Equity Capital			33.4	%
Selected Cost of Equity Capital			34	%
Cost of Debt Capital:
Average Cost of Debt			9.3	%	Estimated Average Cost of Debt
Income Tax Rate			40.0	%	Estimated Company Income Tax Rate
After-tax Debt Rate			5.6	%
Capital Structure:
Equity / Invested Capital			95	%	Cost of Capital , 2006 Yearbook, Ibbotson Associates (SIC 8731)
Debt / Invested Capital			5	%	Cost of Capital , 2006 Yearbook, Ibbotson Associates (SIC 8731)
Total Invested Capital			100	%
WACC (Rounded)			33	%

Sources: As indicated above.

Willamette Management Associates

Essential Group, Inc. Page 24

EXHIBIT 23

ESSENTIAL GROUP, INC.

INCOME APPROACH

DISCOUNTED CASH FLOW METHOD

VALUATION SUMMARY

Present Value of Discrete Net Cash Flow:	2 Mos. Ending Dec-06 $000		Projected Fiscal Year Ending December 31,								Normalized Proj. FYE 2010 $000
			2007 $000		2008 $000		2009 $000		2010 $000
Net Income	(51	)	(89	)	3,577		6,234		8,627		5,282
Interest Expense, Tax Affected	—		289		283		94		—		—
Depreciation and Amortization Expense	35		283		567		575		575		2,900
Capital Expenditures	(30	)	(750	)	(1,700	)	(1,700	)	(2,900	)	(2,900	)
Operating Working Capital Requirements	256		(1,714	)	(429	)	(1,156	)	(1,554	)	(1,554	)
Net Cash Flow	210		(1,982	)	2,297		4,048		4,748		3,728
Present Value Factor @ 33% [a]	0.9761		0.8261		0.6211		0.4670		0.3511
Present Value of Discrete Net Cash Flow ($ 000)	205		(1,637	)	1,427		1,890		1,667
Total Present Value of Discrete Net Cash Flow ($ 000)	3,551

Present Value of Terminal Value:
Terminal Year Net Cash Flow ($000) [b]	3,840
Direct Capitalization Rate [c]	30.0	%
Terminal Value ($000)	12,798
Present Value Factor @ 33%	0.3511
Present Value of Terminal Value ( $ 000)	4,494

Valuation Summary:		$000
	Present Value of Discrete Net Cash Flow	3,551
Plus:	Present Value of Terminal Value	4,494
Plus:	Present Value of NOLs in the Terminal Period	3,206
Equals:	Indicated Market Value of Invested Capital (Rounded) [d]	11,300
Minus:	Interest-bearing Debt [e]	(475	)
Minus:	Preferred Stock [f]	(101,535	)
Equals:	Marketable, Noncontrolling Ownership Interest Value of Common Equity	(90,710	)
Equals:	Marketable, Noncontrolling Ownership Interest Value of Common Equity (Rounded)	—

Footnotes:

[a] Calculated as if cash flow received at mid-year.

[b] Calculated by increasing the Company’s normalized projected fiscal year 2010 net cash flow of $3.7 million by the expected long-term growth rate of 3.0%.

[c] Incorporating an expected long-term growth rate of 3.0% and a weighted average cost of capital of 33%.

[d] Incorporates (1) a $2 million equity investment in December 2006 and (2) $500,000 equity investment in the first quarter of 2007. [e] Interest-bearing debt as of October 31, 2006.

[f] Based on the preferred stock total liquidation value (See Exhibit 5).

Sources: Exhibits 5, 20 through 22 and WMA estimates.

Willamette Management Associates