Sterling Atlantic Fast Closing System: System Objectives Close small cap investments in rapid, low time cost, and low money cost system Close small cap investments in rapid, low time cost, and low money cost system Invest in high quality assets Invest in high quality assets Build Investment Banker systems so that they can effectively service client accounts and provide them rapid funding Build Investment Banker systems so that they can effectively service client accounts and provide them rapid funding

Sterling Atlantic Fast Closing System: Presentation Overview Fast Closing Process Fast Closing Process Key Drivers for Companies that Like the Fast Closing System Key Drivers for Companies that Like the Fast Closing System Company Frequently Asked Questions Company Frequently Asked Questions Contact Contact

Fast Closing Process Step 1: Initial Investment Banker Review What is last fiscal year Revenues and EBITDA?? What is last fiscal year Revenues and EBITDA?? If not strong, does Company have world class management and a proprietary asset?? If not strong, does Company have world class management and a proprietary asset?? What valuation is sought for the initial investment?? What valuation is sought for the initial investment?? Does Company have 1 year historic audit or can get it?? Does Company have 1 year historic audit or can get it??

Fast Closing Process Step 2: Summarize Transaction Company completes Economic Summary (see form on Documents page) Company completes Economic Summary (see form on Documents page) Submit completed Economic Summary with Business Plan or business summary to Sterling Atlantic Submit completed Economic Summary with Business Plan or business summary to Sterling Atlantic

Fast Closing Process Step 3: Negotiate Key Terms Sterling Atlantic response in <48 hours Sterling Atlantic response in <48 hours Determine valuation and warrant funding structure for initial and follow on investments Determine valuation and warrant funding structure for initial and follow on investments Sterling provides summary of basic investment terms Sterling provides summary of basic investment terms Agreement as to basic terms Agreement as to basic terms

Fast Closing Process Step 4: Initiate Listing Process Company signs engagement letter (~45 days to close) Company signs engagement letter (~45 days to close) Company wires 20k to German attorneys for preparation of documents Company wires 20k to German attorneys for preparation of documents Company signs subscription agreement Company signs subscription agreement Company signs listing sponsor agreement Company signs listing sponsor agreement

Fast Closing Process Step 5: Placement and Closing Funds wired to escrow from GEM/Sterling institutional investors (close in ~ 14 days) Funds wired to escrow from GEM/Sterling institutional investors (close in ~ 14 days) Listing applied for by Listing Sponsor Listing applied for by Listing Sponsor Listing and close of private placement Listing and close of private placement

Fast Closing Process Step 6: Post Listing on Entry Standard/ Open Market Company prepares and files Prospectus (~50k and 12 weeks) Company prepares and files Prospectus (~50k and 12 weeks) Company admitted to Prime Standard division (300 total stocks, actively traded) Company admitted to Prime Standard division (300 total stocks, actively traded) Active institutional promotion and liquidity Active institutional promotion and liquidity Company performance drives stock price Company performance drives stock price

Key Drivers for Companies that like the Fast Closing System Want a multi-billion dollar partner Want a multi-billion dollar partner Need for cash quickly to support growth or buyout Need for cash quickly to support growth or buyout Like the idea of stock appreciation Like the idea of stock appreciation Like the idea of access to additional cash on short notice Like the idea of access to additional cash on short notice

Company FAQ What are listing and continuing costs? What are listing and continuing costs? –Listing: legal 20k. Paid from closing proceeds: Listing Sponsor k, misc. placement fees ~5% of placement, misc. listing fees <15k –Continuing: ~25k annual listing sponsor fee, cost of quarterly and annual filings. Company should spend up to 100k on IR to build market. Can I list on another Exchange as well? Can I list on another Exchange as well? –Definitely yes. Deutsche Borse can be used to close a placement quickly before listing on say NYSE/Archipelago. Additionally, EU exchange gives an international positioning to the Company. Who is funding the investment? Who is funding the investment? –GEM, the GEM Global Yield Fund, and Sterling lead a syndicate of institutional investors, normally The Exchange through the Listing Sponsor prefers this minimum number of institutional investors upon listing.

Company FAQ (2) How much of the Company must be placed? How much of the Company must be placed? –The Exchange through the Listing Sponsor prefers a minimum of 15% of the total shares outstanding be available in the float. Must our 1 year audit be under US GAAP? Must our 1 year audit be under US GAAP? –No. An audit done under the local standards is acceptable. How is the investment decision made? How is the investment decision made? –Initially by Sterling then by GEM and Sterling. This is seamless to the Company as the initial investment decision is generally made in less than 72 hours. May we submit narrative with the Economic Summary?? May we submit narrative with the Economic Summary?? –Yes. We prefer seeing a business plan or executive summary with our Economic Summary form. The Economic Summary also provides for Sell Points which are the key reasons an institutional investor should invest.

Company FAQ (3) What is the structure of a typical investment? What is the structure of a typical investment? –For minority investments, we invest in ordinary shares. We also include a significant tiered warrant structure with forced executions to provide a built-in future funding mechanism for the Company assuming it executes its business plan. For buy outs, we generally invest in ordinary shares and conduct the listing simultaneously. How is the Investment Banker paid? How is the Investment Banker paid? –Our preference is to include the investment banker compensation in our terms sheet in order to speed up transaction velocity. Generally the investment banker receives cash fees paid from closing escrow, warrant coverage, plus a share of any promote created upon listing. How is Sterling paid? How is Sterling paid? –Sterling receives its compensation from investing in Company plus a share of the profits from arranging the institutional syndicate.

Company FAQ (4) How do the principals meet? How do the principals meet? –We generally require a meeting in New York once the basic terms are agreed to. We seek to avoid time and expense on transactions that do not close so seek to make sure we have all significant deal points clarified up front. What other deals have GEM/Sterling done? What other deals have GEM/Sterling done? –The Entry Standard is a new exchange formed in October 2005 to compete with the AIM exchange. Our first listing there is Elite Models, which is in process to move to the Prime Standard. A partial list of other deals completed may be seen at Will GEM/Sterling co-invest in new acquisition opportunities? Will GEM/Sterling co-invest in new acquisition opportunities? –Yes. This is one of our primary objectives in developing the Fast Closing System.

Company FAQ (5) What institutional investors are active in the aftermarket? What institutional investors are active in the aftermarket? –Institutional investors in the Prime Standard include many of the EUs large financial firms, including UBS ( UBS ( DIT (Allianz Dresdner DIT (Allianz Dresdner TIBCO ( TIBCO ( Deutsche Bank ( Deutsche Bank ( Allianz Global Investors ( Allianz Global Investors ( DZ Bank ( DZ Bank ( AIG ( AIG ( AMB Generali ( AMB Generali ( West LB (now in JV with Mellon N2FkNDZmMzU4OWFmYTIyMWM3N2Q2N2Q0YmU1NmI0OGU_.html) West LB (now in JV with Mellon N2FkNDZmMzU4OWFmYTIyMWM3N2Q2N2Q0YmU1NmI0OGU_.html) N2FkNDZmMzU4OWFmYTIyMWM3N2Q2N2Q0YmU1NmI0OGU_.html N2FkNDZmMzU4OWFmYTIyMWM3N2Q2N2Q0YmU1NmI0OGU_.html HSBC Trinkaus ( HSBC Trinkaus ( Union Investment ( Union Investment (

Contact For Immediate Response: –Franco Scalamandre – – Economic Summary form may be downloaded at Documents page.