Carl Marks & Co. Inc.

Mr. Tomaskovic is a Managing Director at Carl Marks Advisory Group LLC (CMAG), where he is primarily responsible for the delivery of the firm's financial advisory services, with a focus on mergers & acquisitions and private placements. Prior to joining CMAG, Mr. Tomaskovic was a Senior Vice President at RBS Greenwich Capital, a Connecticut based capital markets provider, focusing on corporate finance and advisory solutions ranging from public issuances to complete balance sheet restructurings. He previously worked in Lehman Brothers' Financial Institutions Group, where he was responsible for executing the full suite of investment banking products for its clients, with primary focus on M&A. Mr. Tomaskovic has executed a number of M&A and corporate financing transactions across a variety of industries, including healthcare, transportation, shipping, insurance and banks. He began his career at Meyercord Advisors, Inc., a turnaround advisory firm, where he assisted in the purchase, sale, and restructuring of several businesses. In addition to a BS in Finance from Rutgers University, Mr. Tomaskovic earned an MBA in Finance from the Stern School of Business at New York University.

Martin Schiffman has been a recognized leader in all facets of real estate investment for over twenty-five years. He has participated in over $1 billion in transactions, many as a Managing Principal, in all asset classes in the industry. Mr. Schiffman's most noteworthy achievements are as a "value-added investor", deploying skills most associated with such activity; urban land strategies, direct asset development, renovation and financing. His credit knowledge results in the use of bankruptcy and non-bankruptcy reorganization tactics to achieve value objectives. He has a unique combination of skills in the area of real estate development, operations and capital market strategies employed to finance all types of real estate. He has been, both, a public and private manager of real estate investment. Since 1983, Mr. Schiffman has been a Managing Director of Carl Marks & Co. Inc., one of the nation's oldest investment firms, where he founded the real estate division on a theme of "value-added" strategies. He acts as President of all Carl Marks real estate affiliates and, through one such partnership, founded the Greater Philadelphia World Trade Center, which will be built on the site owned by the partnership. He sits on the Board of Directors of World Trade Center of Greater Philadelphia, Inc., the corporation he established in concert with the Delaware River Port Authority to provide trade related services to local area businesses. He is also a board member of the World Trade Centers Association, the governing body for all WTC's, and serves with representatives from five continents. Prior to Carl Marks, he was President and CEO of Lehman Realty Corporation, where he led a dramatic expansion resulting in a fourfold increase in limited partnership sales to Lehman Brothers customers. Earlier, Mr. Schiffman managed various affiliates of Sonnenblick-Goldman Corp., a leading international real estate finance specialist, in their investment advisory capacity to MGI Properties (NYSE) and North American Mortgage Investors (NYSE), two REITS. He purchased Manchester Advisory Corp., the S-G affiliate managing MGI Properties, where through management efficiencies, revised strategic investment direction, and re-development strategies, MGI achieved its best financial results in any single period in its history. Mr. Schiffman holds a Masters Degree from New York University, and a Bachelors Degree in Business Administration from Bernard M. Baruch College. He is a licensed broker in the State of New York; and a member of numerous professional organizations such as The New York Real Estate Board, The Urban Land Institute, The Apartment Association of Greater Philadelphia, The World Trade Centers Association, The Young Men's/Women's Real Estate Association of New York, Corenet Global, The Greater Philadelphia Chamber of Commerce, the Southern New Jersey Chamber of Commerce and the Eastern Technology Council of Pennsylvania. He regularly contributes to industry media, is a speaker at real estate industry conferences and has been a guest lecturer at Columbia University, Temple University, NYU and numerous economic development councils.

Mr. Lagrange is a Managing Director of Carl Marks Advisory Group LLC (CMAG). He has seventeen years' experience negotiating and executing M&A, financial restructuring, and investment transactions for US and Canadian companies. Mr. Lagrange's projects have included firms across a wide spectrum of industries, including: retail, consumer products manufacturing, automotive products, electronic components, printing, telecom providers, marketing services, oil and gas. Before joining CMAG, Mr. Lagrange worked with Stepping Stone Capital, where he managed a portfolio of distressed debt investments in middle market companies. Previously, he practiced law, representing firms in the energy and maritime industries. Mr. Lagrange is a Member of the Executive Committee of the Board of Directors of the Turnaround Management Association and past President of the association's New York City Chapter. He is also a member of the American Bankruptcy Institute. He has been a guest lecturer on corporate distress and restructuring at the graduate business schools of Columbia and New York University . In addition to a BA from the University of New Orleans , Mr. Lagrange holds an MBA from the Stern School of Business at NYU and a JD from the Loyola School of Law.

ROBERT DAVIDOFF, 82, has been a director since 1984. Mr. Davidoff has been a Managing Director of Carl Marks & Co., Inc., an investment banking firm, since 1990, the general partner of CMNY Capital II, L.P., a venture capital affiliate of Carl Marks & Co., since 1989, and is Chairman and Chief Investment Officer of CM Capital Corporation, the firm’s leveraged buyout affiliate. Mr. Davidoff is also a director of Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp.

Mr. Boas began his career at Carl Marks & Co. Inc. (Carl Marks) in 1980 working in the securities trading area. From 1981 until 1983, Mr. Boas worked in the firm's legal department, and from 1983 until 1987 he managed a proprietary portfolio of distressed securities at Carl Marks. In 1987, Mr. Boas co-founded CMMC and established Carl Marks Strategic Investments, L.P. From the inception of CMMC, he has been one of its principal investment officers. Mr. Boas earned a B.A. in Economics from Cornell University in 1977, and a J.D. from Hofstra University School of Law in 1980. He is a member of the New York State Bar.

Mr. Booth is a Partner of Carl Marks Advisory Group LLC (CMAG). He has over twenty years experience providing financial and operational advisory services to client companies. Mr. Booth is responsible for directing client turnarounds and restructurings, as an advisor, leader of professional consulting teams, and as an interim executive for the middle market companies that make up the CMAG customer base. He is also involved in market development for the practice. Before joining Carl Marks, Mr. Booth was a principal with another premier turnaround consulting firm, where he conducted successful projects and assumed interim executive positions in companies across a wide range of industries. Previously, he had been lead Partner in the newly-formed consulting division of Coopers & Lybrand in Chicago. In addition to turnarounds, restructurings, and interim management, Mr. Booth's successful engagements have included: cash management, due diligence, bankruptcies, operational and financial assessments, strategic planning, creditor relations, merger and acquisition, as well as divestiture transactions. Additionally, he has led initiatives to refinance institutions as part of an overall restructuring program. Industries have included: equipment and vehicle leasing, aerospace and heavy equipment manufacturing, banking, transportation, marketing, textile, consumer product manufacturing, and technology services. Mr. Booth holds an undergraduate degree, and performed post-graduate work, from Pennsylvania State University .

Mr. Pfefferle is a Partner with Carl Marks Advisory Group LLC (CMAG). He has 25 years of management consulting, interim executive, and chief restructuring officer experience. He has successfully led projects involving operations improvement, strategic planning, and corporate restructuring for numerous companies across a wide spectrum of industries. He specializes in the management of companies in transition and the implementation of major improvement and change programs both in out of bankruptcy.

Peter N. Schaeffer has more than twenty five years of retail and consumer industry experience, including four years as the global industry leader for retail and consumer products investment banking at Ernst & Young Corporate Finance LLC. He has been engaged in numerous banking transactions that include corporate advisory, equity offerings, private placements, corporate restructuring, and mergers and acquisitions. Peter was previously a Managing Director in Giuliani Capital Advisors LLC's New York office. He was a Senior Equity Research Analyst at Donaldson, Lufkin & Jenrette, where he covered retail and consumer stocks, and was also with Dillon Read for five years. Mr. Schaeffer has extensive retail management experience as a senior executive with Bloomingdale's and Macy's and as Executive Vice President of the American division of a Dutch retailer. He was Senior Vice President and General Manager of the New York flagship store of Bloomingdale's and had corporate international buying responsibility at Macy's. This extensive retail operating background enables him to truly understand the needs and problems of retailers in today's dynamic and challenging environment. Mr. Schaeffer has served on the board of advisors of several private retailers and is considered an expert in the field by the media. He received a BS in Retail Management and Marketing from Drexel University. He is a recipient of the Dewar's Scotch Doers Award; was selected by Crain's NY for their premier "40 under 40" issue; and has been included in "Who's Who in the East" since 1996.

Richard A. Heller has more than twenty-five years of experience providing financial and operational advisory services with a focus on turnarounds of financially distressed companies and driving top line growth in consumer product, manufacturing and service businesses. He is currently responsible for strategic planning and assessments, turnarounds and restructurings and acts as an interim executive for client firms. Mr. Heller has an extensive background in sales and marketing, operational improvement, cost reduction, cash management, and financial analysis. As an interim chief operating officer, he completed the operational turnaround of a $220 million consumer products company owned by a major private equity firm. As chief restructuring officer for a $60 million manufacturer of made-to-order building and office products, he improved EBITDA by $5 million within 12 months by implementing a comprehensive turnaround and restructuring plan. As the senior executive for a bankrupt $550 million equipment rental company, he helped improve operations and complete divestitures. He was chief executive officer of a $50 million food company and implemented a new marketing strategy and restructured operations which restored growth and transformed an operating loss into a substantial profit. He also completed an operational turnaround of an underperforming $450 million company in the consumer products industry by refocusing management on its core business while improving operating performance in three plants. Mr. Heller holds a BS in Business from Boston University and a MBA from the University of Chicago.

Mr. Frieze received both his BA and MBA from New York University . He is a Certified Management Consultant (CMC). He is a member of the Turnaround Management Association, the American Bankruptcy Institute, and the Commercial Finance Association.

Mr. Harris is a Partner of Carl Marks Advisory Group LLC (CMAG). He has over twenty-five years' experience providing financial and operational advisory services to business. He is responsible for advising client stakeholder groups, leading Carl Marks' professional consulting teams in a wide variety of engagements, and marketing the firm's services. During his career, Mr. Harris has served as President, CEO, COO, CFO, and Chief Restructuring Officer of companies with revenues ranging from $120 million to $500 million. He has advised bondholders, lending institutions, trade creditors, and equity holders, as well as repairing relationships between these groups and their borrowers.

Ira Marcus is Director of Asset Management for the Carl Marks Real Estate Group and performs the debt and equity financing analytics which supports the group's decisions. As an executive and officer of various real estate affiliates of Carl Marks since 1986, Mr. Marcus is responsible for the acquisition, financing, management, and disposition of various real estate assets. Prior to his affiliation with Carl Marks, between 1985-1986 Mr. Marcus was an Assistant Vice President with Lehigh Financial Corporation. In this capacity, Mr. Marcus originated loans, performed underwriting functions and coordinated loan closings. From 1983 to 1985, Mr. Marcus was an Assistant Vice President at Prudential-Bache Securities. In this capacity, Mr. Marcus acted as an Asset Manager for various partnerships investing in real estate. During 1980-1983, Mr. Marcus was a Materials Manager for Revlon and was responsible for production scheduling and inventory control. Mr. Marcus received a B.A. degree in Econom ics/Business Administration with honors in 1978 from Rutgers University. Mr. Marcus also received his M.B.A. degree with honors in 1986 from Rutgers Graduate School of Management, with a specialization in real estate, finance and taxation.

Jerome M. Abeles acts as an Assistant Portfolio Manager for the Carl Marks Real Estate Group. Mr. Abeles devoted his career to the securities industry prior to joining the real estate group. At Carl Marks, with whom he has been affiliated since 1979, Mr. Abeles actively traded for the firm's account with an emphasis on foreign securities, security options and index futures. Prior to joining Carl Marks, Mr. Abeles created and headed the Options Department at Drexel Burnham & Co. Mr. Abeles was also a partner at Filer Schmidt & Co., put and call option dealers, which he joined after a twelve year tenure at Burnham & Co. He received a B.A. degree with honors from Indiana University, majoring in Business Administration and was elected to Beta Gamma Sigma.

Ms. Reynolds joined Carl Marks in 1998 and is the Assistant Controller for CMMC and the funds under its management. Ms. Reynolds is responsible for monthly financial statements, SEC filings and compliance, and preparation of the tax returns. Ms. Reynolds earned a B.S. from the University of Massachusetts in Amherst.

Debra Glickman has been an associate with the Carl Marks Venture Capital affiliates since 2002. Ms. Glickman is responsible for the initiation and evaluation of proposed investment opportunities. She is also responsible for monitoring the existing portfolio of investments. She also serves on various boards in which the Venture Capital affiliates have invested. Ms. Glickman is also Vice President of Sterling/Carl Marks Capital, Inc. (SBIC). Ms. Glickman has been with Sterling/Carl Marks Capital, Inc. since 1997. Her responsibilities are similar to those stated above and she is also responsible for various administrative, regulatory and financial reporting functions. In addition, Ms. Glickman is a member of the Management Committee, which makes all investment decisions. She also serves on various boards in which Sterling has invested. Prior to joining Sterling/Carl Marks Capital, Inc., Ms. Glickman was a Senior Accountant for a regional accounting firm with broad exposure to a variety of industries. Ms. Glickman has a Bachelor of Science degree in accounting from the University of Maryland.