1. 230024 IMC BREAKFAST M&A (RHC Case Studies) March 21, 2007 J. David Morris General Partner Red Hook Capital jdm@redhookcapital.com Mobile: (703) 855-8433

2. 230024 AGENDA Why buyoutWhy buyout What is your clients strategyWhat is your clients strategy Who is the teamWho is the team How do they get returnsHow do they get returns RHC case studiesRHC case studies –Consolidation IT service (LMT) –Consolidation Telecom (MCI) –Consolidation Healthcare (HBO)

3. 230024 Industry trendsIndustry trends –Buyouts surpass 1980s levels –Venture Capital firms are moving into low end buyouts Wealth of capitalWealth of capital Wealth of managementWealth of management Buyout expertiseBuyout expertise –Advisor/Consultants –Private Equity firm sponsor Buyouts are a current and long term trend WHY BUYOUT? WHY BUYOUT?

4. 230024 Target companyTarget company –Consolidation –Turnaround Financial backersFinancial backers –Buyout firm (KKR, Texas Pacific Group, Gore Technologies) –Equity (Private Equity/GTCR, Pension/CALPERS) –Debt (Equity Line/Citibank, Senior/Citibank, Mez./Allied Capital) Management teamManagement team Financials are key, but strategy will be the deal closer WHAT IS YOUR STRATEGY? WHAT IS YOUR STRATEGY?

5. 230024 What type of a team do you have?What type of a team do you have? –Strategic (Consolidation) –Tactical (Turnaround) How does your client’s team fit?How does your client’s team fit? –Central casting / Track record –Industry visionary / Customer relationships –A / Z Management Team Should Fit Your Strategy WHO IS YOUR TEAM? WHO IS YOUR TEAM?

6. 230024 Exit strategyExit strategy –Acquisition (cash, stock, warrants) –IPO (stock, warrants) Exit successExit success –Strategic Acquisition (Miami, FL) telecom consolidation company resulted in return for investor and management of cash and liquid stock (management owned 51% under claw-back); –Consolidator Acquisition (Irvine, CA): telecom turnaround sold to a consolidator resulting in cash and restricted stock for investors and management. –IPO/Reverse Merger (Fairfax, VA): management retained owning 49% wholly owned subsidiary with need for broker to provide loan based on locked up stock and help sell stock (SEC rules); Lots of Exit Options with Different Returns HOW DO YOU GET RETURNS? HOW DO YOU GET RETURNS?

7. 230024 CONSOLIDATION CONSOLIDATION RHC Case Study J. David Morris Red Hook Capital NEWCO Consolidation jdm@RedHookCapital.com Mobile: (703) 855-8433

8. 230024 VisionVision –Solutions –Technology Experienced TeamExperienced Team M&A ExpertiseM&A Expertise Operation ExpertiseOperation Expertise Highly Secure Communications Solutions KEY FACTS KEY FACTS

9. 230024 Technology Solutions Turnkey solutions providerTurnkey solutions provider Highly secureHighly secure Customizable solutionsCustomizable solutions Platform integrationPlatform integration Market Needs and Drivers Source: Boston Consulting Group, CCV Website Conclusion Emerging technologies drive highly secure global communications solution enterprise needs. Enterprises Need Highly Secure Global Communication Solutions WHY CREATE NEWCO? Changing technology landscape Changing technology landscape Mission critical applications requirements Mission critical applications requirements Multinational enterprises Multinational enterprises

10. 230024 Highly Secure $1.5mEBITDA 60%Highly Secure $1.5mEBITDA 60% Secure $1.5m 30%Secure $1.5m 30% VAR $20m 10%VAR $20m 10% VAD $30m 5%VAD $30m 5% VISION ON MARGINS Move Business from Value Added Dealer to Highly Secure Solutions

11. 230024 Management Team in Development Interim CEO, JDM CFO, BS Visionary with M&A experience ; Visionary with M&A experience ; Leadership roles ranging from MCI to Lockheed Martin. Leadership roles ranging from MCI to Lockheed Martin. Track record CFO of multinational companies with diverse portfolio of companies;Track record CFO of multinational companies with diverse portfolio of companies; Leadership roles in IPO for MCI to other IPOs for cutting edge technology companies.Leadership roles in IPO for MCI to other IPOs for cutting edge technology companies. President,/CAO TM Board, TS Former Sec. Air Force;Former Sec. Air Force; More than 30 years government and contractor leadership roles.More than 30 years government and contractor leadership roles. CFO with turnaround expert (Fairchild);CFO with turnaround expert (Fairchild); More than 35 years investment banking leadership.More than 35 years investment banking leadership. President Solutions, MF President Technology, TBO TBATBA Interim RHC turnaround advisorInterim RHC turnaround advisor TBATBA Interim RHC track record sale technology (strategic exit VC deal)Interim RHC track record sale technology (strategic exit VC deal) MANAGEMENT

12. 230024 2006 Revenue (1) : $125 million (Performa) Customers: Multinational corporations to the United States government. Two Operating Divisions: Service (90% of revenue) Technology (10% of revenue) Acquisitions (10 targets) Organic (restructuring) (1) (1)TBA1 2005 revenue casted by outside investment bank (2) (2)RHC, TBA1, TBA2 NEWCO at a Glance 2006 Earnings from Operations (1) : $15 Million (Performa) Incorporated:TBA Employees (2) : 700 as of 2007 (from 1 in 2006) Growth Strategy OVERVIEW

13. 230024 M&A 2q2005: closing $75 million communications solution provider.M&A 2q2005: closing $75 million communications solution provider. M&A Pipeline:M&A Pipeline: –Solutions: cash flow positive (42+ targets) –Technology: market drivers (14+ targets) M&A programM&A program –Organic: synergistic growth & CCV Bus. Dev. –Increased margins: Acquiring emerging technology companies that can increase margins and provide competitive differentiators. Multi-Strategy Approach OUTLOOK

14. 230024 Margin % Organic Revenue: Technology 100% CAGR Solutions 20% CAGR CCV Financial Performance (2004-2008) Solutions Technology FINANCIALS Technology Drives Solution’s Margins

15. 230024 VisionVision –Solutions (Revenue) –Technology (Margins) Experienced Team (Track Record)Experienced Team (Track Record) M&A ExpertiseM&A Expertise Operation ExpertiseOperation Expertise Highly Secure Communications Solutions KEY FACTS