Regency Capital Partners Marketing Jan 09

Regency Capital Partners, LLCStrategic and Financial Advisory Services

The Firm

Regency Capital Partners, L.L.C. (“Regency” or the “Firm”) was originally formed in 2001 as a boutique financial advisory and investment banking firm to leverage the wide-ranging financial and management expertise, relationships and the many years of market experience of its members and Board.

The firm provides financial advisory services, sources and validates investment opportunities, assists both management and buyer/seller in finding optimizing structuring solutions, executes financial transactions, provides strategic consulting services and forms and manages new businesses.

The firm’s specific areas of expertise include the following:

Buy and sell side corporate private placement and public market equity/mezzanine financings

Corporate and public mezzanine and fixed-income transactions

Sourcing and placing merger and acquisition transactions and post-transaction implementation – tracking - auditing

Management of, and strategic planning and consulting for, technology and early to medium stage businesses

Formation and management of new businesses from inception to successful sale

Roll ups, Private Investments of Public Entities (PIPES), re capitalizations

M&A advisory and valuation assessments.

The Firm’s principals and key associates and advisors have been employed by Wall Street investment banks, major corporate law firms, and large corporations. They have come together at Regency to capitalize on their conviction that a select group of seasoned professionals with complementary skill sets, unencumbered by the bureaucratic distractions common to large organizations, can provide service surpassing that available from the larger financial advisory firms.

98 Main Street, Suite 401, Tiburon, California 94920

Confidential and Proprietary – Not for Distribution

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Regency is especially adept at identifying and responding to the needs of dynamic and growing client companies. The Regency team brings to each assignment its breadth of transaction and management experience, together with its well-honed analytical skills and market knowledge. Therefore, the Firm has the expertise to develop and assess a wide variety of approaches to address each client’s financial and strategic needs before recommending and implementing the best solution for that client.

Regency Management Team (partial list):

Mark D. Hill, a founder and principal of Regency Capital Partners, LLC, has over 18 years of experience in investment banking with Wall Street firms, a billion dollar plus private equity firm and as a financial advisor to both public and private companies. He recently worked with a billion dollar plus Asian – US private equity firm leading their San Francisco office for investments. Prior, he was a Vice President with the firm of Donaldson, Lufkin & Jenrette for nine years, advising institutional, corporate and select individual clients in the U.S., Asia and Europe on private equity transactions, corporate investment and asset management strategies. Mr. Hill also sourced, advised and participated in numerous equity and debt underwriting engagements and private equity transactions for the firm. Prior to joining DLJ, Mr. Hill served as an investment banker in municipal finance with CS First Boston’s New York offices and Kidder-Peabody’s San Francisco offices. Mr. Hill’s clients have included: Microsoft, Silicon Storage Technologies, Microsoft, Bank of America Venture Capital, KeyCorp., Silicon Storage Technology, Continental Capital Corp., CSK Automotive, and buy/sell institutional firms/private equity sources in Europe / Asia. In 1992, Mr. Hill was appointed by the governor of California to serve two terms on the California Advisory Council on Economic Development After earning his bachelors degree in Political Economy of Industrial Societies from the University of California, Berkeley, Mr. Hill pursued post-graduate training in the Coro Foundation’s Fellows Program. He is a seven-year veteran of the United States Army, having served a three-year active duty tour with the 8th Infantry Division in West Germany. Mr. Hill holds Series 7 and Series 63 licenses from the National Association of Securities Dealers.



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Jim Martin – Managing Director -Jim has more than 25 years experience in sales, sales management and client development. Most recently, he was Director of Marketing at Tano Resource Group LLC.Previously, he served as Managing Director, Head of U.S. Research Sales at Well Fargo Securities, from 2002 to 2004. From 1997 to 2002, Jim was Managing Director, for Deutsche Bank Securities. Hired to open DB’s first west-coast office, Mr. Martin helped recruit brokers, developed new client relationships, integrated the SF Alex Brown office and helped grow regional revenues to over $45 million.Previous to DB, Mr. Martin was a Senior VP, Institutional sales at Cowen and Company (1995-1997), Hambrecht and Quist (1993-1995) and Montgomery Securities (1983-1992).

Dhru Desai, Managing Director: Dhru is a serial entrepreneur with a track record in both investment banking and operations. Over 20 years of experience in building both early stage as well as late stage technology business ventures and sr. management with AT&T, Bell Labs and Teradyne. Past accomplishments include growing domestic and off-shore operations, securing both public and private investments, managing M&A, roll-up and organic growth through strategic alliances As managing director of Congruent Ventures, Dhru built a portfolio of public and private cross-border investment in information technology and telecomHe was Founder and CEO of Cronus Technology – company developed an” industry first” signaling gateway to enabled Internet and Telephone interoperability. Under his leadership company deployed the product in over 50 countries before divesting to Cisco systems and Advanced Fibre Corp (AFC).Desai co-founded a gaming management company, Rotate Black, developed gaming development and management projects, structured financing of over $400mn and implemented reverse merger into publicly trading entity (ROBK.OB)Dhru was a chairman and CEO of eNucleus, Inc. – a SaaS and eCommerce software company with cross-border assets. He was instrumental in M&A and integration of several information technology companies into eNucleus and deliver solutions to Health Care and Supply Chain industry verticals. Mr. Desai received his BS (EE) from India and MS (Computer Science) from IIT, Chicago.



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Advisory Board (partial)

Philip Father has over 15 years of experience in the satellite business and has been the President and Chief Executive Officer of ProtoStar since 2001 (www.protostarsat.com). Prior to joining ProtoStar, Mr. Father served as a member of the senior management staff of General Motors-owned Hughes Electronics, where he contributed to the development of a number of satellite ventures, including DirecTV, Galaxy Latin America, Asia Pacific Mobile Telephone and Spaceway. This experience was preceded by a consulting career beginning in 1990 with The MAC Group, later Gemini Consulting, where Mr. Father headed the west coast high-tech strategy practice. Following Gemini. Mr. Father co-founded Strategos, an international strategy/business advisory boutique. Mr. Father holds an M.B.A. from Stanford University and both B.S. and M.S. degrees in Mechanical Engineering from Rensselaer Polytechnic University.

Wayne Boatwright Wayne has worked as an investment banker, strategic business consultant and attorney out of Silicon Valley and Asia for the last 20 years focusing on U.S.-Asia transactions on a wide range of investment issues related to M&A and strategic financing. Wayne has represented some of the world's leading multinationals including American Express, AT&T, Bloomberg, Microsoft, Oracle, Samsung, Toshiba and Warner Bros. A managing director of Principia Group, Wayne counseled numerous Asian companies on their strategic financing needs involving cross-border transactions. Prior to joining Principia Group, Wayne was managing director of the M&A group at Martin Wolf Securities. He was also director of the global legal structure for the world's leading management consulting firm, Accenture from 1998 through 2000. Prior to Accenture, Wayne was a U.S. attorney in the Seoul office of Kim & Chang, Korea’s largest and most prestigious law firm. There, he negotiated M&A deals, intellectual property license agreements, formed joint ventures and subsidiaries, and oversaw government lobbying efforts for U.S. and European Fortune 500 clients. Also, from 1990-92 he was an associate of Clifford Chance/Rogers and Wells.Wayne received his J.D. from Cornell Law School and a B.A. in economics from Brigham Young University.



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Regency Capital Partners Marketing Jan 09