Charles E. Walters, ASA, IA
— Walters & Associates, Inc.

QUALIFICATIONS OF CHARLES E. WALTERS, ASA

              Charles E. Walters, ASA is President of C.E. Walters & Associates, Inc. (d/b/a Walters & Associates, Inc., "W&A"), a financial consulting firm specializing in the appraisal of communications and other related businesses. Mr. Walters has been actively involved in the appraisal of broadcasting, cable television, mobile communications, wireless internet service providers (WISPs) and other properties since 1978. He has participated in the field survey and appraisal of over 2,000 broadcast, cable television and mobile communications facilities. Mr. Walters began his career as an engineering associate with Frazier, Gross & Clay, a leading broadcast industry valuation company, where he participated in the appraisals of radio and television companies for major United States broadcast companies. Prior to establishing Walters & Associates, Inc., Mr. Walters served as a Vice President with Broadcast Investment Analysts/Frazier, Gross & Kadlec ("BIA/FGK"), where he directed the company's valuation consulting group for non-broadcast industries. While with BIA/FGK, Mr. Walters participated in the appraisals of paging, cellular, specialized mobile radio, cable television, multichannel microwave distribution service, shared tenant services, satellite and broadcast communications companies. Mr. Walters was also instrumental in developing the valuation methodology for Federal Communication Commission (FCC) license valuations used by BIA/FGK. This valuation approach was accepted in the Jefferson-Pilot Corporation FCC license amortization case decided by the U.S. Tax Court on April 14, 1992. Prior to joining BIA/FGK, Mr. Walters conducted strategic planning for Fairchild Communications Services Company, where he prepared the business plan for the company's entry into the shared telecommunications market.

            Major appraisal projects Mr. Walters has taken responsibility for include: Capital Cities' acquisition of CableCom-General; the Tribune Company's acquisition of Douglas Communications; Citibank's val­uation of Cable News Network (CNN) and WTBS prior to loan commit­ment; Oak Industries ON-TV Subscription Television (STV) Service in Los Angeles; and the valuation of cable acquisitions for Palmer, Fairbanks, and Corinthian Broadcasting Companies. Other appraisal clients include: Ziff Davis; Cosmos Broad­casting Corp.; Westinghouse Broadcasting and Cable, Inc.; Hearst Broadcast­ing; The Outlet Company and Salem Communications. Other valuation projects include the valuation of XM Satellite's FCC license authorities for BFC Capital; Bell South Telecommunication's valuation of its paging properties, Ameritech Corporation's valuation of CyberTel, Inc.'s paging and cellular FCC licenses, various Southwestern Bell paging and cellular properties, CTEC Corporation's cellular licenses and intangible assets and United States Cellular Corporation cellular properties. Mr. Walters has also provided expert testimony regarding valuation issues before the United States Tax Court, in U. S. Bankruptcy Court before the Federal Trade Commission and in numerous state and federal proceedings. He has appeared on various communications industry panels, having addressed the member­ship of INTELSAT on the economics of small earth stations for voice and data com­munications and the Telocator and the American SMR Network industry associations on various tax and valuation related issues. Mr. Walters has also published numerous articles in trade publications regarding tax and valuation issues relating to the communications industry.

            Mr. Walters is a graduate of Antioch College with a B.A. in Commun­ications. He has completed courses in Accounting and Business Law at Georgetown University Graduate Business School. Mr. Walters is a Member of the American Society of Appraisers and has attained the status of Accredited Senior Appraiser (ASA) in the Business Valuation discipline and holds an advanced designation for the valuation of Intangible Assets. He holds an FCC First Class Radio Telephone License and is certified by the Society of Broadcast Engineers for both radio and television. Mr. Walters was Honorably Discharged from the U. S. Marine Corps in 1969.