EMAK Worldwide Inc.

As Chief Executive Officer, Brian Kristofek brings a diverse portfolio of strategic account and brand management experience to the leadership of Upshot. Since joining Upshot in 1996, Brian has risen through the ranks from Director, where he was responsible for management of the Sony Electronics account to President, where he has grown the integrated marketing capabilities of the agency and been instrumental in bringing new business to Upshot, including most of Upshot’s current client roster. Before joining the EMAK family in 2002, Brian held titles at Upshot as Senior Vice President, Group Management Director of Account Services for SBC Communications, Procter & Gamble and Anheuser-Busch. Brian was also responsible for overseeing Upshot’s event marketing and retail planning divisions. Prior to joining Upshot, Brian worked as brand manager at Anheuser Busch, focusing on Budweiser, Michelob and Specialty Beers. In addition, Brian’s work includes tenures at D’Arcy Masius, Benton & Bowles, where he worked on Michelob and M&M Mars (Skittles, Twix) and at Euro RSCG Tatham, where he worked on a portfolio of clients including P&G (Old Spice, Coast and new products) and Illinois Bell. Brian is a graduate of Marquette University with a B.A. in Marketing and Advertising. In his spare time, Brian can be found cycling around the windy city with his wife and daughters Genevieve and Lilah.

Jim Holbrook joined EMAK in November 2005 and is currently our Chief Executive Officer and a member of our Board of Directors. Prior to joining EMAK, Mr. Holbrook was President and CEO for a portfolio of agencies at the Interpublic Group, one of the world’s largest advertising and marketing holding companies. From 1996 to 2004, Mr. Holbrook was CEO and part-owner of Zipatoni, a marketing agency, which he later sold to Interpublic in 2001. From 1984 to 1996 he held various sales and marketing posts with Nestlé Purina PetCare Co., formerly Ralston Purina Co. Mr. Holbrook has a master of business administration from Washington University and a bachelor of science in economics and philosophy from Vanderbilt University.

Our creative queen, Kim is royally blessed with the ability to consistently deliver the freshest ideas, infused with the wisdom of someone who knows exactly what she's doing. Appointed President and Chief Creative Officer of Equity Marketing in 2000, and Co-CEO, Equity Marketing in 2005, Kim is the creative pulse of our little castle. She has worked with the best, has the awards to prove it, and we, her loyal servants, just try to keep up. Kim got to the party early, joining Equity Marketing as Creative Director in 1990. Producing solutions that are both brilliant and beautiful, Kim is responsible for all client program and product elements, from conceptualization to completion, and all stops in between. She has perfected the blend of strategic marketing with stellar creative, conjuring crowd-pleasing campaigns for Arby's, Embassy Suites, CVS pharmacy and Burger King, among others. Prior to joining Equity Marketing, Kim spent 15 years in the art and design trenches, working at the director level in the entertainment marketing, advertising and promotions world. She even built her own highly successful design firm from the ground up. Her focus on kids and all-family campaigns lends her a unique and complete understanding of the equity approach. Kim holds a bachelor's degree from Cornell University, which isn't a bad name to have at the top of one's degree.

As Chief Financial Officer of EMAK Worldwide, Inc., Michael Sanders holds a very important position. He is responsible for the day to day "goings on" in the company's finance and accounting departments overseeing the development of business strategy and forecasting for the agencies. Mike, as he likes to be called, has a passion for his job that is undeniable. His determination and diligence are exemplified in his work with each of EMAK's agencies and he finds great pleasure in delivering information that can help the company grow and prosper. While Mike has only been part of EMAK’s corporate environment since he signed on as Senior Director Finance in 2002, he has been familiar with the inner workings of EMAK for many years. As Senior Manager for Ernst & Young LLP’s Transaction Support Group, Mike led the charge in performing due diligence on EMAK’s Upshot acquisition, making him not only an asset to EMAK’s team but an obvious choice for our company. We are proud to report that 6 years after joining EMAK, Mike’s importance to us continues to grow exponentially. Mike holds a Bachelors of Accountancy from the University of San Diego and is a registered Certified Public Accountant.

Tracy Tormey brings over seventeen years of experience to her position as EMAK's Chief Administrative Officer & General Counsel. As a partner in the law firm of Oppenheimer Wolff & Donnelly LLP specializing in corporate and securities law as well as mergers & acquisitions, Tracy grew tired of being removed from the action and longed to find an in-house position at a corporation where she could more actively provide clients with her business consulting savvy. Thus, in 2002, when EMAK called looking for a Senior Vice President, General Counsel and Secretary, Tracy jumped at the opportunity. At EMAK, Tracy took her business knowledge to the test, and quickly moved up the ranks (from SVP to EVP to CAO), acquiring new job titles that held more and more responsibility. Currently, Tracy is responsible for all of the centralized corporate departments, including business affairs, human resources, information technology, internal audit, investor relations and office administration that we depend upon today. She holds Bachelor's degree in Economics from UC Davis and a JD (Cum Laude) from Pepperdine University School of Law.

Duane Johnson was appointed the Senior Vice-President, Human Resources for EMAK Worldwide, Inc. in March 2007. He has an extensive background in human resources, labor relations and business consulting. Duane began his career with the Bullock's division of Federated Department Stores where he held a number of positions before rising to the role of Senior Vice President, Human Resources. When Macy's acquired the Bullock's stores, Duane was asked to assume the role of Senior Vice President, Macy's South headquartered in Atlanta overseeing 21,000 employees in 51 stores across the U.S. Most recently, Duane was the Human Resources and Labor Relations Officer for Thrifty Drug Stores based in Los Angeles prior to the sale of that organization to Rite-Aid. Duane also headed up the HR function for a division of Shiseido of Japan prior to opening a boutique Human Resources consulting firm that specialized in bringing large company programs into smaller businesses. In fact, Duane provided consulting services to EMAK Worldwide, Inc. on a variety of issues before being asked to join the organization. Duane has a Bachelors of Arts Degree in Psychology from California State University, Los Angeles.

Shannon Brown joined EMAK in 1995 and has risen over the past decade through EMAK's product development, operations and client services organization. Since September 2004, she has served as Chief Operating Officer for the Equity Marketing subsidiary, responsible for client handling, operational processing and financial management of the Burger King account. In February 2006, she was promoted to the additional role of SVP, Worldwide Operations, EMAK. Prior to joining EMAK, she was General Manager for EPI Marketing, a marketing firm which delivered sponsorships and partnerships, promotional marketing, and premiums to corporate clients, as well as operated a retail toy and gift business. In addition to her position at EPI, Shannon has held marketing, operational and business management posts in such publishing and apparel companies as Van Dam Publishing, Beth Schaeffer Design, and Tracy Mills Inc. When outside of the office, Shannon can often be found in Hong Kong, handling company affairs, or somewhere in the backcountry in the States, logging miles on one of her four motorcycles while contemplating how she can add another continent to the five she's already rode on.

Simon Wong is a product expert in the world of children's promotional marketing. With over 39 years of experience, Simon brings a knowledgeable perspective to every task put before him. Having previously worked for toy companies including Ideal Toy, Kenner Parker & Colceo, Lesney Matchbox in the UK, as well as Simon Marketing (McDonald's agency), Simon provides EMAK's global marketing team with an understanding of the business that is insurmountable. Since joining Equity Marketing Hong Kong in January of 1993, Simon has been instrumental in meeting the expectations of clients and serving EMAK's divisions in the United States and Europe with work that is spectacular. Currently, in his position as Managing Director of EMAK Hong Kong Ltd., Simon leads his team to create work that is unique and sets the company apart from other competitors. Simon lives in Hong Kong and just celebrated his 33rd anniversary with his wife. He has two adult children who are developing their careers in the States.

Rachel Saunders is the newest member of EMAK's global family. Having joined EMAK Worldwide in November of 2006 as Director of Communications, Rachel could be considered the "new kid." However, she is anything but. Jumping head first into her new responsibilities including public relations, media relations, internal communications and working with Jim Holbrook to help foster agency synergy and growth, Rachel's enthusiasm for her new position makes her an asset to EMAK's global team. Rachel brings a well rounded professional background to the job from her extensive experience in diverse industries including entertainment, publishing, publicity and account management. As a corporate publicist at JS2 Communications, Rachel managed public relations activities for number of companies including Pacific Theatres, UNICEF and Segway. Prior to her work at JS2, Rachel held the title of Publicity and Marketing Manager at Imagine Entertainment, where she was responsible for implementing the marketing campaigns for numerous films including, 8 Mile, A Beautiful Mind and Blue Crush. In addition to her work at Imagine, Rachel has also held titles at Harper Collins Publishers and the William Morris Agency. Rachel reports directly to CEO, Jim Holbrook. She is a graduate of Trinity College in Hartford, Connecticut.

Roy Dar’s sunny disposition is legendary in the halls of EMAK Worldwide. As Senior Vice President, Controller and Principal Accounting Officer, Roy is responsible for the Company’s overall accounting functions, financial reporting and tax compliance and planning; responsibilities that wouldn’t make a lot of people smile. However, Roy loves the work he does and it shows. Since joining EMAK Worldwide in 1998 as Director, Finance, Roy has moved quickly up the ranks, holding multiple titles and serving as the Company’s Controller since March of 1999. Prior to his positions at EMAK, Roy spent four years with Arthur Andersen as an audit specialist where he was responsible for planning and managing audit engagements, financial reporting and assisting clients with technical accounting and reporting requirements. Roy holds a Bachelor of Arts in Business Economics from UCLA. He is a Certified Public Accountant who likes to spend his spare time with his wife, four-year-old daughter and newborn son.

Howard D. Bland, a retired audit engagement partner of KPMG LLP, has been an Equity Marketing director since April 1, 2003. Mr. Bland’s professional career with KPMG LLP spanned from 1965 to July 2002, and included service as the Managing Partner of both the Ontario, California and Orange County, California offices of KPMG LLP. From 1976 to July 2002, he served as an audit engagement partner for both public and private clients involved in international trade, restaurants, high technology, manufacturing, distribution and finance. Mr. Bland has served as Vice President, Treasurer and Member of the Board of Directors and Executive Committee of the California Society of Certified Public Accountants. Mr. Bland holds a bachelor’s degree from Mississippi State University and is a Certified Public Accountant.

Charles H. Rivkin, an EMAK director since June 2006, is the President and CEO of W!LDBRAIN, Inc., an award-winning animation studio that develops and produces content for the global film, television and commercials markets. W!LDBRAIN also creates and distributes unique toys through its Kidrobot retail subsidiary. Prior to joining W!LDBRAIN, Mr. Rivkin served as President and CEO of the Jim Henson Company, a multimedia production and merchandising company whose world famous Muppet characters entertained children and families for more than 45 years. Rivkin’s 15 year stewardship of the company culminated in the successful sale of the business for more than $1 billion. Mr. Rivkin holds an MBA from Harvard Business School and a bachelor’s degree from Yale University.

Jeff Deutschman is the Managing Director of Crown Capital Group. Prior to joining Crown, he was a Partner at Aurora Capital Partners, a Partner at Deutschman, Clayton & Company and a Principal at Spectrum Group, Inc. Jeff has been an EMAK Worldwide director since 2000.He is currently on the Board of Directors of Fresh Direct Holdings. Mr. Deutschman received a master's in business administration from the UCLA Anderson School of Management and a bachelor's degree from Columbia University.

Jordan H. Rednor is the President of Rednor Group, Ltd., an international management consulting and merchant-banking firm founded in January 2003. He is also a General Partner in Mentor Fund, a privately held venture capital fund investing in marketing services companies that was established in September 2003. In addition, since January 2005, Mr. Rednor has served as Chairman of Mr. Youth, a privately held experiential marketing company targeting the youth market, and as a Partner in Protagonist, a boutique creative advertising agency founded in February 2008. Further, since January 2008 Mr. Rednor has served as a director of GEM Minneapolis, a privately held design studio. Mr. Rednor holds a master’s in business administration from Fordham University and a bachelor of science in finance from Pennsylvania State University.

Stephen P. Robeck has been an EMAK director since 1989 and currently serves as non-executive Chairman of the Board. He served as the Company’s interim CEO from May to November of 2005 while EMAK conducted a CEO search. From January 1999 through December 2001, Mr. Robeck served as a consultant to the Company. He was elected Chairman and Co-CEO in September 1991 and served in that role through December 1998. Between 1987 and September 1991, he served as Chief Operating Officer. Mr. Robeck received his bachelor's degree from Lake Forest College.