CMTSU Liquidation Inc. (CBRI)

[Arnold25764]

AMERI's Proposal – Transaction Structure and Terms

Our proposal is to merge the two companies for consideration of $0.75 per CBR share consisting of a combination of cash, stock of the new company ("NewCo"), and AMRH 9% Series A Preferred Stock, which was recently created and issued. CBR stockholders will have the ability to elect to receive, subject to proration, for each CIBER share held: (i) $0.75 in cash; or (ii) $0.75 worth of NewCo common stock based on an exchange ratio of 0.115; or (iii) $0.75 worth of AMRH 9% Series A Preferred Stock; or (iv) a combination thereof. AMERI is open to CIBER being the surviving entity for accounting and stock listing purposes, so we envision the stock of NewCo trading on either the NYSE or NASDAQ stock exchange. We expect the merged entity to have pro forma revenues of approximately $500 million.