381 Park Avenue South

Suite 823

New York, NY 10016, USA

Tel: +1 212.475.1100

Fax: +1 212.475.1101

Presentation to

June 24, 2009

Agile Equity Introduction

Leading M&A advisory firm founded in 1996 with headquarters in New York City and an office in Washington, DC.

Serves public and private companies on M&A advisory transactions.

Extensive domestic and international cross-border transaction experience including Australia, Canada, India, Israel, Japan, South Korea and U.K.

Deep sector expertise:

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Technology

• Telecom• Software• Security• Hardware• Wireless

Business Services• BPO• Marketing

Services• Logistics

Media/Digital Media• Ad Networks• Infrastructure• Content

Multichannel/Distribution• Specialty

Retail• B2B

Distribution• Service

Providers

Healthcare

• BPO• RCM• Imaging• Devices

Agile Equity Introduction

Selected BPO Transactions

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Represented Firstsource Solutions in this India to US M&A engagement. Firstsource Solutions acquired MedAssist Holding, Inc., a leading provider of revenue cycle management in the US healthcare industry for $330M.

IT BPO Services

Buy Side

Advised India based ICICI OneSource in their acquisition of MedPlans Partners for $42M. The acquisition ICICI deepen its position in the healthcare vertical with enhanced capabilities in complex claims adjudication and billing.

Healthcare BPO

Buy Side

Advised Vocel, a Bertelsmann portfolio company and pioneering wireless push technology firm, in an investment by Motorola, Inc. (NYSE:MOT) through Motorola Ventures, its strategic venture capital arm.

Media/ Digital Media

Sell Side

CJAdvisor to Jastec International, Ltd which acquired Network Security imaging and virtual search software company LTU Technologies, Inc.

IT BPO Services

Buy Side

Jastec Advised this Israeli software developer on its sale to Microsoft.

Network Security

Sell Side

Market Conditions

Demand for differentiated companies remains high– Strategic buyers continue to seek opportunistic acquisitions to gain scale,

increase market share, enter new growth areas and achieve cost synergies– Venture Capital portfolio companies are looking for exit strategies in a market

where the IPO market is not an alternative

Debt is clearly more expensive and leverage ratios have tightened, but financing remains available

– Total debt multiples are lower in the second half of 2008, as compared to the second half of 2007, as banks have tightened their lending standards

– ABL facilities have tightened and covenants are tougher; liquidation value has taken hold

– However, strong cash flow and balance sheet still commands lender appetite

Net cash balance sheets offer flexibility and speed

Acquisition pricing expectations by sellers are moderating to reflect weaker economic and business outlooks for 2009

Middle Market M&A

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Venture Capital

Venture Capital financing saw a slight decline in terms of deal volume and value in 2008

1Q09 down over 40% in terms of value and volume on an annualized basis

Historical Trends

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19951996

19971998

19992000

20012002

20032004

20052006

20072008

YTD $-

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

-

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

Amount # Deals

US $ Billions # Deals

Market Conditions

Digital Media/Advertising– Dynamic ad optimization and content distribution – Growth in mobile ad networks

Digital goods on mobile devices– OneTXT deal is emblematic of this trend, facilitating purchases of virtual

goods over handheld devices

Healthcare IT– Expected influx of Obama dollars– Hot Sectors:

• Electronic Medical Records• Medical Billing• Revenue Cycle Management

Pockets of Opportunity

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Market Conditions

M&A option vs. later stage investment

Capital is available– Providers are seeking late-stage investments

Buyers seeking to invest in growth– Organic growth has been challenging in the current economic environment

Drive for growth has inflated some sectors, perhaps too much

Strategic Options

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Case Study

Hispanic television network

Institutional investors wanted exit– Due to their own liquidity concerns

Company healthy and growing

Result:– Agile Equity generated 3 written offers– Deal will close with the best offer next week

Project Bueno

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Case Study

$4 Billion Asian company seeking investment in medical billing or Legal Process Outsourcing (LPO) space

– Medical Billing (HIT) sector attractive due to anticipated government spending– LPO sector hot due to cost cutting amidst the global recession

Interested in enhancing outsourcing capability similar to India– Capitalizing on local labor market and existing infrastructure

Result:– Agile Equity selectively pursuing attractive targets for consideration

Project Outsource

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Contact Information

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Agile Equity, LLC381 Park Avenue South; Suite 823New York, NY 10016V: 212.475.1100F: 212.475.1101http://www.agileequity.com

Ben BoissevainManaging Partnerbenb@agileequity.com