Exhibit 99(i)-b
Fairness Opinion Letter of Howard Frazier Barker Elliott, Inc.
<PAGE>
[GRAPHIC OMITTED]
VALUATION AND
THE MELLIE ESPERSON BUILDING
815 WALKER, SUITE 1140
HOUSTON, TEXAS 77002
PHONE: 713-225-9580
FAX: 713-225-9588
August 28, 2000
The Board of Directors
Mediquik Services, Inc.
4295 San Felipe, Suite 200
Houston, TX 77027
Dear Sirs:
You have requested Howard Frazier Barker Elliott, Inc. ("HFBE") to render
its opinion (the "Opinion") to the Board of Directors of Mediquik Services, Inc.
("Mediquik" or the "Company") as to the fairness, from a financial point of
view, to the existing shareholders of the Company to the terms of the financing
(the "Financing") whereby Miraquest Ventures, LLC ("Miraquest") would make an
investment consisting of cash and membership units in Miraquest and receive
newly issued common and preferred stock in Mediquik.
As part of our financial advisory activities, HFBE engages in the
valuation of businesses and securities in connection with mergers and
acquisitions, private placements, and valuations for estate, corporate and other
purposes. We are experienced in these activities and have performed assignments
similar in nature to that requested by you on numerous occasions. The opinion of
HFBE is solely for the use of the Board of Directors and cannot be used for any
other purpose without our prior written consent.
In rendering our written opinion, HFBE: (i) reviewed Mediquik's Form
10-KSB and related financial information for the year ended December 31, 1999;
(ii) reviewed certain information relating to the business, earnings, cash flow,
assets and prospects of Mediquik furnished to HFBE by the Company; (iii)
conducted discussions with members of senior management of Mediquik concerning
the Company's business and prospects; (iv) reviewed the historical market
prices and trading activity for the Company's Common Stock; (v) compared the
results of operations of Miraquest and its portfolio companies with that of
certain companies which it deemed to be reasonably similar to Miraquest and its
portfolio companies; (vi) considered the financial statement projections and
historical private placement prices in Miraquest and its portfolio companies;
(vii) considered the pro forma effect of the Financing on certain of Mediquik's
income statement, balance sheet, and cash flow statement items based on
projections for the years ended December 31, 2000 through December 31, 2003 as
provided to HFBE by the Company; (viii) reviewed documents related to the
Financing; and (ix) reviewed such other matters as HFBE deemed necessary,
including an assessment of general economic, market and monetary conditions.
To the extent a vote of the Company's stockholders is required or sought,
HFBE's opinion does not constitute a recommendation to any stockholder of the
Company as to how any such stockholder should vote on the Financing. The opinion
does not address the relative merits of the Financing and any other transaction
or business strategies discussed by the Company's Board of Directors as
alternatives to the Financing or the decision of the Company's Board of
Directors to proceed with the Financing. HFBE has not been requested to and did
not
<PAGE>
The Board of Directors
Mediquik Services, Inc.
Page Two
August 28, 2000
solicit third party indications of interest in acquiring all or any part of the
Company. No opinion is expressed by HFBE as to the price at which Mediquik
Common Stock may trade at anytime following the Financing.
Mediquik, Miraquest and Miraquest's portfolio companies are collectively
referred to as the ("Companies"). We have met with certain officers and
employees of the Companies and discussed with them the business, operations,
assets, present condition and future prospects of the Companies. We have visited
the facilities of Mediquik, Miraquest and certain portfolio companies but have
not conducted a physical inspection of fixed assets nor have we made or obtained
any independent evaluation or appraisal of any such fixed assets or any other
assets of the Companies. In addition, we undertook such other studies, analyses
and investigations as we deemed appropriate. We have not made any independent
evaluation of the ongoing validity of the current technology of the products
produced by the Companies or the commercial viability of any products of the
Companies. We have relied on the Companies' management assessments of the
prospects for the Companies as they may relate to such matters.
In arriving at our Opinion, HFBE assumed and relied upon the accuracy and
completeness of the financial and other information provided to us and have not
assumed any responsibility for independent verification of such information. We
have assumed that the financial projections prepared by the management of the
Companies represent their best current judgement as to the future financial
condition and results of operations of the Companies and have assumed that the
projections have been reasonably prepared based on such current judgement. We
have also taken into account our assessment of general economic, market and
financial conditions and our experience in similar transactions, as well as our
experience in securities valuation in general. Our Opinion necessarily is based
upon regulatory, economic, market and other conditions as they exist on the date
of our Opinion. Subsequent developments may affect this Opinion, and we do not
have any obligation to update, revise or reaffirm this Opinion.
HFBE assumed that there had been no material change in the Companies'
financial condition, results of operations, business or prospects since the date
of the last financial statements made available to HFBE. HFBE relied on advice
of counsel to Mediquik as to all legal matters with respect to Mediquik and the
Financing.
The preparation of a fairness opinion involves various determinations as
to the most appropriate and relevant quantitative and qualitative methods of
financial analyses and the application of those methods to the particular
circumstances and, therefore, such an opinion is not readily susceptible to
partial analysis or summary description. Furthermore, in arriving at its
Opinion, HFBE did not attribute any particular weight to any analysis or factor
considered by it, but rather made qualitative judgements as to the significance
and relevance of each analysis or factor. Accordingly, HFBE believes that its
analysis must be considered as a whole and that considering any portion of such
analysis and of the factors considered, without considering all analyses and
factors, could create a misleading or incomplete view of the process underlying
its Opinion. In its analyses, HFBE made numerous assumptions with respect to
industry performance, general business and economic conditions and other
matters, many of which are beyond the control of the Companies. Any estimates
contained in theses analyses are not necessarily indicative of actual values or
predictive of future results or values which may
<PAGE>
The Board of Directors
Mediquik Services, Inc.
August 28, 2000
Page Three
be significantly more or less favorable than as set forth therein. In addition,
analyses relating to the value of the Companies does not purport to be an
appraisal or to reflect the price at which the Companies may actually be sold.
Neither HFBE nor its employees have any present, or contemplate future,
interest in the Companies which might tend to prevent them from making a fair
and unbiased Opinion.
Based on the foregoing, and in reliance thereon, it is our Opinion that
the Financing is fair, from a financial point of view, to Mediquik and its
existing shareholders.
Sincerely,
HOWARD FRAZIER BARKER ELLIOTT, INC.
By: /s/ Ronald L. Latta, Jr.
-----------------------------------
Ronald L. Latta, Jr.
Managing Director
By /s/ David S. Kulkarni
-----------------------------------
David S. Kulkarni
Vice President
