MelCap Partners, LLC

Presentation to

Northwest Ohio Manufacturing Forum and EXPO

Private Capital Market Analysis

November 12, 2010

Securities offered through Burch & Company, Inc. Member FINRA/SIPC.

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MelCap Partners, LLC Confidential

I. Overview of MelCap Partners

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MelCap Partners, LLC Confidential

Qualifications MelCap Partners, LLC (“MelCap”) is a specialized investment-banking advisory firm involved in providing the following financial advisory services to middle-market companies with net sales/transaction values between $10mm to $100mm:

Mergers, acquisitions, and divestitures; Private placement of debt and equity capital; General advisory services including business valuations, turnaround plans, and

feasibility assessments.

The principals of MelCap, along with its financial advisory board, have extensive experience in completing a wide variety of transactions. MelCap is also involved in a number of industry organizations including:

I. Overview

Alliance of Merger & Acquisition Advisors

Association for Corporate Growth

American Bankruptcy Institute

Turnaround Management Association

Commercial Finance Association

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MelCap Partners, LLC Confidential

Qualifications (Continued)

I. Overview

It should be noted that MelCap is not licensed as a securities broker or dealer by any state or federal government agency. Any services that require a securities license offered herein shall be effected through MelCap’s registered broker-dealer, Burch & Company, Inc. (“BurchCo”), a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investors Protection Corporation (“SIPC”). Albert D. Melchiorre, President of MelCap, is a Registered Principal of BurchCo and Sean T. Demlow, Vice President of MelCap, is a Registered Agent of BurchCo. MelCap and BurchCo are not affiliated entities.

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MelCap Partners, LLC Confidential

Qualifications (Continued)MelCap has been successful in assisting its clients in a variety of assignments. Set forth below is a list of some of our client engagements:

Aztec Concrete Accessories, Inc. Fontana, CA

has been acquired by

a portfolio company of

The undersigned initiated the transaction, assisted in the negotiations, and served as financial advisor to Aztec Concrete Accessories, Inc.

I. Overview

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MelCap Partners, LLC Confidential

II. Market Overview

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MelCap Partners, LLC Confidential

II. Market Overview

Current State of M&A Market

Source: Mergerstat Review

AGGREGATE VALUE OF CLOSED DOMESTIC M&A DEALS

$1,786

$1,155

$627$532

$865

$1,013

$1,433$1,369

$994

$496$435

$0

$250

$500

$750

$1,000

$1,250

$1,500

$1,750

$2,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010Q3Year

($ b

illi

on

s)

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MelCap Partners, LLC Confidential

II. Market Overview

Current State of M&A Market

Source: Mergerstat Review

NUMBER OF CLOSED DOMESTIC M&A DEALS

8,930

6,3985,660

6,2467,315

8,218 9,0809,747

7,623

5,976

5,748

0

2,000

4,000

6,000

8,000

10,000

12,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010Q3

Year

Num

ber

of D

eals

$0

$75

$150

$225

$300

$375

$450

Ave

rage

Dea

l Siz

e ($

m)

Number of Deals Average Deal Size

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MelCap Partners, LLC Confidential

II. Market Overview

Some of the Key Factors or Drivers

Slowly Improving Economy Availability of Bank Debt Interest Rates/Cost of Capital Private Equity Availability

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MelCap Partners, LLC Confidential

Improving Economy

II. Market Overview

Source: Econstats

Quarterly Growth in Real GDP2004Q3 - 2010Q3

2004Q3 2005Q2 2006Q1 2006Q4 2007Q3 2008Q2 2009Q1 2009Q4 2010Q3

% C

hang

e

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MelCap Partners, LLC Confidential

II. Market Overview

Source: S&P/Portfolio Management Data

AVERAGE DEBT MULTIPLESMiddle Market Transactions

3.1 2.8 3.1 3.03.5 3.9 4.0 4.4

3.62.6 2.9

1.2

0.60.7 0.8

0.80.4 0.4

0.4

0.7

0.80.9

4.3

3.4

3.9 3.84.2 4.3 4.4

4.84.3

3.4

3.8

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010Q3

Year

Bank Debt/EBITDA Non-Bank Debt/EBITDA

Availability of Bank Debt

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MelCap Partners, LLC Confidential

Interest Rates / Lower Cost of Capital

II. Market Overview

Source: Federal Reserve Bank

INTEREST RATE TRENDS

0%

3%

6%

9%

12%

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 OCT '10

Year

1 Year T-Bill 5 Year T-Bond 10 Year T-Bond 20 Year T-Bond Prime Rate

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MelCap Partners, LLC Confidential

II. Market Overview

Source: Yahoo! Finance

STOCK MARKET PERFORMANCEMonthly Closing Prices

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010Q3

Dow

Jon

es I

nd

ust

rial

Ave

rage

An

nu

al C

lose

0

500

1,000

1,500

2,000

2,500

3,000

NA

SD

AQ

& S

&P

500

An

nu

al C

lose

DJIA NASDAQ S&P 500

Public Equity

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MelCap Partners, LLC Confidential

Private Equity

II. Market Overview

Source: Private Equity Analyst

PRIVATE EQUITY PARTNERSHIPSAnnual Commitments to All Types of Funds

$68.3$79.9

$183.6

$117.1

$66.7 $53.8

$119.0

$168.1

$254.7

$325.7

$299.9

$95.8

$0

$50

$100

$150

$200

$250

$300

$350

$400

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010Q3

Year

($ b

illio

ns)

0

100

200

300

400

500

600

Nu

mb

er o

f F

un

ds

Total Dollars Raised through September Total Dollars Raised No. of Funds

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MelCap Partners, LLC Confidential

Private Equity by Fund Type

II. Market Overview

Source: Private Equity Analyst

PRIVATE EQUITY PARTNERSHIPS2010 SEPT. YTD % Commitments by Fund Type

61% Corporate Finance

8% Mezzanine

13% Venture Capital18% O ther Private

Equity

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MelCap Partners, LLC Confidential

II. Market Overview

Source: S&P/Portfolio Management Data

Increasing Equity Contribution

AVERAGE EQUITY CONTRIBUTION TO LBOs

32%36%

38% 41% 40% 40%35% 32% 33%

39%

46%51% 50%

0%

10%

20%

30%

40%

50%

60%

Year

Eq

uit

y a

s a

Per

cen

t o

f T

ota

l S

ou

rces

% Equity Contributed

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MelCap Partners, LLC Confidential

Increased Bankruptcy Filings

II. Market Overview

Source:American Bankruptcy Institute (“ABI”)

QUARTERLY BUSINESS BANKRUPTCY FILINGS 2004-2010Q2

10,566 8,063 4,086 6,280 8,71314,6074,858

9,743

14,452

34,16739,073

19,814

14,319

8,249 8,7366,705

16,0147,574 9,476

5,284

7,167

11,504

15,177

7,778 12,798

5,586

7,985

12,901

15,020

28,137

43,042

62,837

29,059

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

2004 2005 2006 2007 2008 2009 2010Q2

# o

f F

ilin

gs

1st Q 2nd Q 3rd Q 4th Q Series5

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MelCap Partners, LLC Confidential

Conclusion

II. Market Overview

Over the next several months, business owners will be planning to exit and, therefore, M&A activity will increase due to of the following factors:

Economy – Showing signs of improvement during 2010:• Retail Sales – up 7.7% from 2009;• New Home Sales – up 6.6% in September ‘10;• Intel’s Sales – up 18% in 3rd quarter 2010;• Durable Goods – up 3.3% in September ‘10;• Exports – up 5% in 3rd quarter 2010.

Capital Gains Tax Rate – Set to increase in 2011, which will drive retirement aged business owners to consider selling;

Increased Availability of Capital – Banks return to lending and PEGs need to deploy capital in order to raise new fund.

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MelCap Partners, LLC Confidential

Contact Information

Sean T. Demlow

Vice President

sean@melcappartners.com

For additional information on MelCap Partners, please feel free to visit our website:

www.melcappartners.com

5164 Normandy Park Drive ● Suite 285 ● Medina, Ohio 44256

Phone 330/721-1990 ● Fax 330/721-1991

Thank you!