1 Introduction Gores Technology Group formed in 1987 – founded software business in 1979 – sold business and began acquiring under-performing businesses Unique investment strategy and approach – 15 year evolution from operators to buyout specialists – talented finance professionals combined with experienced operators – refined transaction negotiation and execution capabilities Significant personal capital commitment alongside limited partners – highly disciplined approach – conviction in investment strategy and business model – alignment of interests with limited partners

2 Limited strategic and financial buyer competition Competitive Landscape for Technology and Telecom Deals Mature Business (Substantial Revenues) (Limited Revenues) Underperforming (Typically Unprofitable) Performing (Typically Profitable) Stage of Development Operating Performance Venture Capital Traditional Private Equity Firms Significant Strategic Buyer InterestLimited Buyer Interest Tech/Telecom Focus (cont’d)

3 Proven track record of superior returns and capital preservation Track Record Realized 12 of 22 investments since 1995 –145% IRR –6.1x multiple of invested capital –average holding period of 23 months 21 of 22 investments have generated positive returns Investment philosophy geared towards downside protection and capital preservation

Alec Gores founds Executive Business Systems (EBS) Alec Gores sells EBS to CONTEL and forms Gores Technology Group CPT Manac Infinium  Financials History of Gores Technology Group

5 Investment Process Deal Sourcing Business Development Group focused solely on new opportunities Extensive relationship network Due Diligence Process Consistent, rigorous approach to investment selection Development of detailed pro forma operating plan Transaction Negotiation & Execution Creative approach to negotiating and structuring transactions Use of seller financing, asset-based lending, royalties, guarantees Portfolio Company Management “Hands-on” approach to portfolio company management Operating group provides ongoing strategic guidance Exit GTG employs multiple exit strategies, including sales, cash sweeps, recapitalizations and other creative strategies

6 Characteristics of target companies Investment Strategy Defensible core business –established customer base with substantial recurring revenues –mature products and services with high switching costs Operationally challenged –unfocused business strategies –bloated expense structures –deteriorating employee and customer relationships Under-utilized assets –working capital –real estate –intellectual property

7 Company Description –Developer and marketer of consumer software Transaction Outcome –GTG completed necessary operating restructuring –Positive operating profit generated within 75 days –GTG sold 5 business units separately for collective consideration of approximately $151 million –GTG, Mattel and Foothill Capital shared in sale proceeds Investment Thesis –Strong brands with leading market position –63 separate acquisitions had not been assimilated –Detailed operating plan developed by GTG team –integrate 63 previous acquisitions and realign organization into five business units –redirect product development investments to profitable product lines –streamline excess cost structure Background –Mattel acquired TLC in May 1999 for $3.5 billion –Highly problematic acquisition for Mattel –Revenues and operating losses of $478 million and $(365) million, respectively GTG Acquisition –GTG acquired The Learning Co. in October 2000 –No upfront consideration –Mattel would share in up to 50% of sale proceeds –GTG committed up to $80 million of capital to fund TLC’s operating losses –$5 million ultimately invested by GTG Case Study:

8 Background –Hewlett-Packard acquired VeriFone in 1997 for approximately $1.3 billion –In FY 2000, VeriFone generated revenues and operating losses of $355 and $(101) million, respectively Investment Thesis –Detailed operating plan developed by GTG team –refocus VeriFone on core business –streamline excess cost structure –spin-out leasing business into separate entity GTG Acquisition –GTG acquired VeriFone from HP in July 2001 –$50 million purchase price –$40 million in cash –$10 million in seller note Transaction Outcome –Total value generated of approx. $227 million –GTG recouped $40 million investment within five months –sold 85% stake to GTCR for $155 million in June 2002 –retained leasing business and significant future cash flow Company Description –Provider of transaction systems for debt, credit, check and smart cards Case Study: (101.0) 24.0 (150) (100) (50) 0 50 Pre-AcquisitionPost-Acquisition ($mm) LO_Investor Presentation.xls*Verifone Operating Performane?Chart 2 Operating Profit

9 Company Description –Markets personal computers and related accessories Background –Subsidiary of Micron Electronics –Micron aimed to divest or shut down its PC division as part of broader restructuring effort –Revenues and operating losses of approximately $1.0 billion and $(109) million, respectively GTG Acquisition –GTG acquired MicronPC in June 2001 –GTG guaranteed $70 million in capital to fund losses –$5 million ultimately invested by GTG Investment Thesis –Detailed operating plan developed to rapidly drive MicronPC to profitability –refocus on low cost customer sales (particularly, government and large corporate clients) –exit retail channel –reduction in headcount by >830 employees Transaction Outcome –Implemented turnaround –Positive operating profit generated within 4 months –GTG has received >$20 million in cash distributions through October 2002 –MicronPC remains a GTG portfolio company Case Study: Operating Profit LO_Investor Presentation.xls*MicronPC Operating Performance?Chart 2