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Onyx Principals

John Simpson Managing Director Mobile: (925) 708-6978 Fax: (888) 247-2194 johnsimpson@onyxassociates.com Before co-founding Onyx in 2002, John's corporate career spanned 28 years in the technology arena, including C-level executive management roles in several software corporations such as BMC Software Inc. and Ingres Corporation (now part of CA Inc), Digital Equipment (DEC) and, in the UK, ICL. With BMC, John ran operating units located across the USA and Europe. While at Ingres, he drove the company's strategic alliances and OEM technology units. Prior to these assignments, John participated in many entrepreneurial startups in Silicon Valley during the 1980's including his founding of Analytica Corporation, one of the industry's first software firms to be venture-funded. John's M&A experience has included driving dozens of corporate sales and acquisitions, strategic alliances; divestitures of corporate assets; structuring creative management buyouts; raising equity financing, and re-structuring operating entities as spin-offs. Also included are acquisitions of competitive companies, sale, purchase and licensing of many technologies in Enterprise software segments, and integrations of disparate worldwide operating units into the new corporate body. Recent M&A transactions have included software, IT services, construction, distribution, business services, and manufacturing organizations. John has been a presenter and panelist at many technology and business conferences in the USA and Europe, including Uniforum, Comdex and Executive Forum conventions. He is a past member of Microsoft's Advisory Board for Application Development. He has written numerous articles for business publications on the subjects of exit planning and M&A. A native of England, he has long lived in the San Francisco area.

Jim Pursiano Managing Director Office: (925) 386-0507 Mobile: (408) 921-4051 Fax: (925) 258-0679 jimpursiano@onyxassociates.com Jim has over 20 years of M&A worldwide experience while in Applied Materials' Corporate Business Development Group and in Chevron Chemical's International Business Development Group. While at Applied Materials he drove over 40 transactions acquiring organizations and enabling technology, hardware and software, process equipment and manufacturing systems, services, and energy solutions. One major area of focus was in the Photovoltaic (PV) market. Jim's transaction scope also includes minority investments, joint ventures, joint development and licensing arrangements, from $10 million to over $2B. Transaction locations included Israel, Germany, Italy, Switzerland, Japan, Taiwan, China, and Singapore. Jim also led the Integration Management Office at Applied Materials for 4 years, responsible for the integration of all acquired companies. Such integrations included a worldwide service company, a software product group, a Japanese company "bunkatsu", and 2 large solar companies located in Europe. At Chevron, Jim helped drive a $750 million world-scale petrochemical project in Saudi Arabia with the Saudi Industrial Venture Capital Group. He handled economic valuation and project financing activities for over $500 million of loans through an international loan syndicate and the Saudi Industrial Development Fund. He also drove M&A and other development opportunities in Venezuela, Mexico, Singapore, and other Middle Eastern Companies, including numerous divestitures in oilfield chemicals and consumer products. Mr. Pursiano earned an MBA in Finance from the University of Chicago. He previously earned a Bachelor of Science degree in Business Administration from the University of California at Berkeley.

Francine Miltenberger Managing Director Office: (650) 209-5775 Mobile: (412) 779-7537 Fax: (650) 941-1507 fmiltenberger@onyxassociates.com Francine Miltenberger brings more than twenty years of executive leadership with technology intensive businesses in the financial industry. Her C-level experience cuts across start-ups, mid-sized companies and large corporations . She has expertise in managing software as a service (SaaS) businesses and has worked extensively with small and mid-sized business owners. Formerly, she was President & COO of Kaspick & Company, a privately held asset management firm, where she revitalized operations and managed a sale to TIAA-CREF three years earlier than planned. Previously at PNC bank she was CEO & Division Executive of Treasury Management Services where she created joint ventures and operating partnerships to develop innovative payment technologies. At Chase Manhattan Bank, she held positions in its Cash Management division, Merger Office and Private Bank. In the start-up arena, she was a partner in a software start-up in the medical insurance industry which was successfully sold to a private equity group. Francine is a seasoned deal maker who has negotiated joint ventures, operating partnerships, acquisition and divestures. Since 1986, she has been involved in 15 M&A transactions with processing businesses, software businesses, asset management companies and regional banking franchises. She has specialized expertise in structuring due diligence and post sale integration efforts. In addition to her professional experience, Francine has a long history of community involvement, where she has used her deal making experience to help organizations with their fundraising and development challenges. Her board experience includes regional health care systems, small businesses and non-profit organizations supporting at-risk youths and their families. Ms. Miltenberger has an MBA from Harvard University and an undergraduate degree in Economics and Psychology from Wellesley College.

Onyx Senior Advisors

Chris Swenson Senior Advisor Office: (415) 816-5745 cswenson@acceleracap.com Chris has 15 years of diversified Wall Street experience as an investment banker, investor and transactional and corporate attorney. Most recently, Chris was a Principal with Bank of America Merrill Lynch and its predecessor, Banc of America Securities, where he headed up the firm's Private Equity Placements practice on the West Coast and focused on the analysis, origination, structuring and placement of traditional equity private placements, PIPEs and registered direct financings with sector focus primarily in technology, healthcare, energy and clean technology. Prior to BofA, Chris was a Vice President with Seven Hills Group, a boutique investment bank, where he concentrated on growth equity private placements, and an equity research analyst with MicroCapital, a micro-cap growth hedge fund, where he completed over 50 traditional private placement, PIPE and registered direct transactions. Chris also has several years as a technology investment banker with Robertson Stephens, and as a transactional and corporate attorney. Chris has been a Senior Advisor with Accelera Ventures since 2005. Chris holds a MBA in finance from Kellogg School of Management at Northwestern University, a JD from Pepperdine University School of Law and an AB in economics from UC Berkeley. He is a licensed attorney in California, Illinois and New York and holds Series 7 and 63 licenses.

Bob Netter Senior Advisor Office: (925) 933-2476 Mobile: (925) 519-2279 bobnetter@onyxassociates.com Bob Netter brings more than 30 years of executive level financial experience from companies that span a variety of industries and markets, including manufacturing, distribution, software development, electronics, semiconductors, food medical devices and professional/consumer audio. Mr. Netter has worked with or consulted with companies internationally, including Europe, Japan, Australia and North America. Mr. Netter specializes in strategic planning, profit improvement, all aspects of M&A and capital formation. He has had both line and staff experience including as CFO with four high growth companies. During this time he directed the execution of five M&A transactions across the US and Europe successfully managed venture capital and private equity placements, debt restructurings and placements including conventional, asset based and mezzanine debt as well as turn-around assistance. Positions have included CFO and board member of Octiv, Inc. an audio innovator with applications over the Internet and through consumer electronics. CFO of Lexar Media (LEXR), a leader in flash memory applications for digital photography, FormFactor (FORM), a developer of advanced semiconductor wafer probe cards and AKG Acoustics, now part of Harman International Industries, Inc. (HAR), a publically held international manufacturer of world leading analog and digital audio products. Mr. Netter also held the position of General Manager of the Medical diagnostic product group of Macbeth, Inc., in Newburgh, NY, which was a wholly-owned subsidiary of Kollmorgen Corporation (a NYSE (KOL) manufacturer of optical instrumentation, motors, and printed circuit boards). Bob is a licensed CPA. He received a BA in Accounting from Hofstra University of Hempstead, NY.

Arun Tolani Senior Advisor Phone: (650) 863-5025 Fax: (650) 234-9598 aruntolani@onyxassociates.com Mr. Tolani, a pioneer in the IT industry in India, has over thirty years of management experience in publicly held and venture capital backed global IT and BPO industries. His experience includes the creation of IT system and software and services solutions in the banking, insurance, telecommunications and healthcare Industries. Over the last 16 years in the USA he has established and grown two start-up businesses. Arun's executive experience includes pivotal roles in two corporate turnarounds, three acquisitions and two mergers. He is also a charter member of TIE, a global entrepreneur network in Silicon Valley, as well as a strategic advisor and mentor for several young companies in the areas of sustainable technologies, personal health management and SAAS based business solutions. In 2000, Mr. Tolani started iCelerate Inc., a venture-backed company focused on providing technology based business solutions to Fortune 1000 firms. In 2005 the company was successfully merged with e4e, a silicon valley based business services outsourcing company. From 1991 to 1999, Arun was the founder and CEO of ICIM International Inc., a Fujitsu joint venture and now publicly traded as Zensar Technologies. During this period he grew the business globally to provide offshore services to customers such as Cisco Systems, Sprint, British Gas, Fujitsu and Bank of America in a global engagement and delivery model. Prior to 1991, Mr. Tolani was based in India and was responsible for product operations at ICIM, an ICL, UK joint venture, where he led the complete reorganization of the company's product line. The creation of strategic partnerships and alliances to strengthen ICIM's position in the financial services and manufacturing markets resulted in the company being the leading provider of solutions in these sectors. Mr. Tolani started his career with DCM in the mid 70's. During his tenure, DCM established itself as a leader in the industry with the largest customer base and focus in the financial services, manufacturing and consumer business sectors. Mr. Tolani graduated with a B.Tech in Electrical Engineering from the Indian Institute of Technology, Bombay (1974) and was sponsored for executive education at the Harvard Business School, London Business School and the Indian Institute of Management, Ahmadabad.

Gwen Edwards Senior Advisor Phone: (415) 370-9954 gwence@pacbell.net Gwen C. Edwards brings over 25 years of experience building products, services, and profitable business units in high technology and telecommunications. From Stanford Research Institute to Fortune 50 executive (SBC, Nortel Networks, Bell Canada, to Venture Capital backed technology start up CEO and advisor, she unites the knowledge of successful brands, experience with scale, and the skills of managing innovation. Prior to joining Silicon Valley's entrepreneurial ranks in 2000, Gwen was President of Pacific Bell Network Integration and Business Internet Services, a $400M high growth business unit of SBC Communications (now AT&T), which she grew from a $50 Million business to $400M in less than 24 months, delivering enterprise wide customer networks, with a focus on Internet and electronic commerce based solutions. She also established and grew to a $200M dollar business, a vertical market group for Pacific Bell focused on the health care and biotech markets, building on the success of new programs she previously launched for Pacific Bell's National Accounts organization. Gwen's early career affinity for innovation at SRI, caused her to quickly pursue a complementary background in business, recognizing her passion for commercializing innovation and going beyond applied research. She joined Bell Canada, in Montreal, for international experience, and soon was responsible for the development and launch of a major content infrastructure project nationally and internationally (iNet). She returned to the United States with Nortel Networks, and soon became Vice President of Sales for their largest unit. She has led business development and sales efforts for major firms and has experience that includes marketing, sales, general management, and entrepreneurial leadership, basic research and product development. She holds an MBA from Pepperdine University's Presidential and Key Executive Program, an MA degree in Communications from California State University, and a BA from the University of California. A consultant, advisor and active public speaker, Gwen currently serves as an advisor to Astia, a business accelerator for women led high growth companies, holds interim executive advisory roles with several technology companies, and is the Corporate Secretary of the Board of Directors for the National Health Foundation.

David Fried Senior Advisor Phone: (408) 464-4036 dfried1205@yahoo.com David Fried brings over 20 years of senior management experience from large cap technology companies to startups and family owned enterprises focused on hardware, semiconductor capital equipment, software, and equipment parts and services. Mr. Fried has led global organizations focusing on operational performance improvements, revenue growth, and customer satisfaction, and has an experienced track record acquiring companies as well as negotiating and implementation complex joint ventures. Mr. Fried is currently CEO of privately held Acteron Corporation, an advanced cleaning, anodizing, and electroplating company serving the semiconductor, flat panel display, thin film solar, medical devices, and optoelectronic equipment market segments. Prior to Acteron, he was CEO of Luminescent Technologies where he raised $23M in venture financing for a lithography enhancement software company then built a team from 8 engineers into a 40 person organization focused on developing a R & D prototype to a first release product. Positions have included over 15 years experience at Applied Materials where his most recent position was GM, Corporate Vice President, Fabwide Services. In this positions, Mr. Fried developed a strategy and received Board of Directors approval to build this business to a +$1B segment via acquisitions, partnerships, internal development, and technology licensing. Under Mr. Fried's leadership, Applied Materials acquired Metron Technology, a $250M NASDAQ company. Mr. Fried has also held a number of other divisional and financial management positions at Applied Materials and Unisys Corporation. He received an MBA from the University of California, Los Angeles and a BA in Chemistry from Pomona College in Claremont, California.

Chuck Wallace Senior Advisor Phone: (415) 699-0045 wallace.chuck@gmail.com http://www.linkedin.com/in/chuckwallace Chuck Wallace is an operating executive and an advisor and consultant to companies in the Internet services and software industries. Most recently, Chuck served as the CEO of Ustream.TV, a digital media company. Ustream is the leader in live interactive video broadcast, enabling anyone with a camera and Internet connection to broadcast easily to a global audience. As Ustream's CEO, Chuck led the company through 30% monthly growth and angel, venture debt and private equity financings by top funding partners. Prior to Ustream, Chuck was a co-founder and senior executive for eight years at Esurance. Chuck built Esurance into the fastest growing auto insurance company in the US with revenues approaching $1 billion. Chuck's started his career as an Air Force instructor pilot. His education includes a BS in Engineering Mechanics from the US Air Force Academy, an MBA from the Wharton School, and a JD from the University of Pennsylvania School of Law.

Kevin Gorey Senior Advisor Phone: (650) 245-2352 kevin@goreys.com Kevin Gorey is a seasoned operations and business development executive with extensive experience in organizational restructuring, new market development and general management. Mr. Gorey most recently held the position of Vice President of Corporate Development at Immersion Inc. where he sold two company groups and assisted the company's focus on haptics in mobile devices. Prior to that, Mr. Gorey held senior positions at ATI where he was the business development lead on the Xbox-360 graphics deal, assisted in the integration of a $460 million Macrovision subsidiary and was Managing Director of UniSoft, GmbH, a value added software firm based in Munich, Germany. Mr. Gorey holds degrees in Physics from the University of Illinois, Juris Doctor from Boalt Hall and an MBA from the University California at Berkeley.

Robert B. Kaplan Senior Advisor Phone: (650) 327-6321 robkapl@aol.com Bob Kaplan has been a senior executive and management consultant for the past 30 years. He currently has a personal practice counseling CEOs and other senior executives on strategy, technology and organizational issues. Mr. Kaplan has held a number of senior executive positions including acting CEO or CTO for venture capital backed companies such as Motif, Inc. a business process outsourcing provider, ITM Software, Netliant, Inc., providing design automation solutions, and Alibris, Inc. an internet- based provider of media content. Bob has also headed up the Office of Information Services after serving as acting CIO and Chief Knowledge Officer for Silicon Valley Bank. Previously he was a senior partner with the San Francisco and Silicon Valley offices of McKinsey & Company, Inc., specializing in information technology and systems, Prior to joining McKinsey, Mr. Kaplan was the Managing Partner of the San Francisco office of the Boston Consulting Group. Bob has an M.B.A. from Stanford University, and a B.A. from Yale University. He has also served as a member of the Technology Advisory Peer Group for the State of California, and on numerous Boards of Directors in technology, energy, banking and financial service firms.

Core Capital Principals

Core Capital Group and Onyx Associates, two leading US investment banking firms with world-wide reach, have formed a strategic alliance to deliver the OnCore Solutions. Core Capital Group based in Colorado Springs, CO, is a 19-year old investment banking firm specializing in mergers and acquisitions for middle market technology companies. They are a partner in the International Network of M&A Partners (IMAP), whose members collectively completed over $13 billion in deals in 2008. www.corecapital.net. The Core Capital team members include:

John Graaff Founder/Senior Partner John L. Graaff, Senior Partner, has over 25 years of experience in the entrepreneurial startup, growth, and divestiture of technology companies. Additionally, as founder of Core Capital Group, he has over 19 years of experience working in investment banking and consulting to clients. He has participated in numerous merger and acquisition and corporate finance transactions of technology companies representing both buyers and sellers. His entrepreneurial experience comes from being a founder, President and CEO of several successful technology companies. As a past business owner, he has direct hands-on experience in running businesses and participating in several ownership transfers including two IPO's and numerous acquisitions and divestitures in his own corporations. John's current technology specialty practice is international in scope providing financial and M&A representation for business-to-business buyers and sellers. John is a designated member of the International Network of M&A Partners (IMAP), a global partnership of 60 leading merger & acquisition advisory firms located in over 40 countries worldwide. John has a BSEE degree from the University of Minnesota and has completed graduate work in Business Finance at the University of Colorado.

Terry Piddington Senior Partner Terry J. Piddington, Senior Partner, brings over 26 years of executive level operating, marketing and sales, and strategic development experience in both the public and private sectors of the technology marketplace. Terry brings extensive experience within the investment banking community both nationally and internationally. Most recently, he was Executive Vice President and Director of Strategic Development for Computer Technology Associates, Inc. (CTA). While with CTA, he was instrumental in guiding the company's growth from $15 million to over $250 million in annual sales. During his tenure, he led the company's efforts to successfully acquire five technology companies and complete the divestiture of several others in transactions ranging from $3 million to $40 million. While Senior Partner at Core Capital Group, Terry has led many successful M&A transactions with a principal focus in the government contracting market sector. Terry holds a Bachelor of Science degree in Mathematics and Computer Science from Colorado State University and a Master of Business Administration degree from the University of Pittsburgh where he was selected for membership in Beta Gamma Sigma, the national honor society for collegiate business schools.