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Tuesday, 03/23/2004 2:31:04 AM

Tuesday, March 23, 2004 2:31:04 AM

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BayStar Capital Partners

Lawrence Goldfarb,
Managing Member of the General Partner Mr. Lawrence Goldfarb is a Managing Member of the General Partner. Lawrence Goldfarb brings fifteen years of investment banking and corporate finance experience to the Partnership. Mr. Goldfarb began his career in 1984 as a tax attorney with the New York offices of Milbank, Tweed, Hadley & McCloy and thereafter Skadden, Arps, Slate, Meagher & Flom, where he provided tax analysis and consulting services in connection with a wide variety of complex transactions, including financings, mergers and recapitalizations. In 1987, Mr. Goldfarb joined the San Francisco office of Credit Suisse First Boston Corporation as Director of mergers and acquisitions. In 1992, Mr. Goldfarb joined GFC Capital Corp. (an affiliate of Loeb Partners) as President. From 1994 to 1997, Mr. Goldfarb served as Chief Financial Officer, Chief Operating Officer and Executive Vice President for Exergy, Inc., an independent energy development venture supported by George Soros' Quantum Industrial Fund, the General Electric Corporation, Asea Brown Boveri Corporation, Ansaldo Energia and Ebara Corporation. Thereafter, Mr. Goldfarb joined Shoreline Pacific Investment Finance, a private placement agency firm, as Executive Vice President, before joining with Mr. Lamar to form BayStar Capital in January 1999. Mr. Goldfarb received his Bachelor of Arts degree from George Washington University in 1981 and his law degree, cum laude, from Georgetown Law School in 1984.





Steven M. Lamar,
Managing Member of the General Partner Mr. Steven M. Lamar is a Managing Member of the General Partner. Mr. Lamar brings nine years experience in financial services from two of the country's leading banks. From 1989 to 1993, Mr. Lamar served as Bank Officer and Mortgage Consultant at Wells Fargo Bank in San Diego, California. From 1993 to 1996, Mr. Lamar served as Bank Manager at Citibank, FSB. In 1996, Mr. Lamar joined Shoreline Pacific Institutional Finance, a private placement agency firm as Vice President of Institutional Sales, where he represented companies, lenders, and investors in 22 private equity transactions totaling approximately $300 million. In November 1998, Mr. Lamar teamed up with Mr. Goldfarb and formed BayStar Capital in January 1999. Mr. Lamar received his Bachelor of Science degree in Business Administration with an emphasis in finance from San Diego State University in 1992.





Steven P. Derby,
Managing Member of the General Partner Mr. Steven P. Derby is a Managing Member of the General Partner. Mr. Derby brings ten years experience in investment analysis, derivative structuring, and risk management to the Partnership. From 1993 to 1995, Mr. Derby was an analyst at JRO Associates, a private investment firm, where he specialized in the fundamental analysis of technology and cyclical industries. From 1995 to 1998, Mr. Derby was a principal at Libra Advisors, a private investment firm. From 1998 to 2000, he was a portfolio manager at Oracle Investment Management, an investment firm specializing in private and public investments in healthcare, bioscience and related industries. In 2000, Mr. Derby became the portfolio manager of SDS Merchant Fund, LP, a private investment fund that concentrates in the healthcare, technology, oil and gas and retail sectors. He also acts as the managing member of the general partner and management company of the SDS Merchant Fund, LP. Mr. Derby joined BayStar Capital in February 2003. Mr. Derby received his Bachelor of Science degree in Chemical Engineering from the University of New Hampshire and his M.B.A. from Stanford University, where he was the recipient of the Alexander A. Robichek Award and an Arjay Miller Scholar.





Advisors The Managing Members will be aided in their activities by the Committee of Advisors. The Committee of Advisors is comprised of the non-Managing Members of the General Partner. The Committee of Advisors will provide advice to the Managing Members as to market conditions and appropriateness of investment opportunities as well as directing the Managing Members towards industries and companies that may be in need of the services of the General Partner. The non-Managing Members have significant experience and expertise in the financial service industry and in sourcing, structuring and negotiating privately-placed investments in publicly traded companies. Biographical information regarding the non-Managing Members is set forth below:





Andrew L. Farkas,
Non-Managing Member of the General Partner Andrew L. Farkas is a non-Managing Member of the General Partner. Mr. Farkas is the founder, Chairman and Chief Executive Officer of Insignia Financial Group, Inc. ('Insignia'), one of the largest real estate services companies in the world. Insignia operates worldwide, employing approximately 6,500 real estate professionals, with revenues of approximately $750 million annually. Insignia's residential businesses include Insignia Douglas Elliman, the largest residential brokerage firm in New York City, and Insignia Residential Group, the largest manager of cooperative and condominium housing in the New York metropolitan area, with a total portfolio of more than 60,000 units. The company operates its commercial real estate services businesses under Insignia/ESG in the U.S., Insignia Richard Ellis in the U.K., Insignia Bourdais in France and Insignia Brooke in Asia. Insignia also provides principal investment activities to complement its real estate services operations. Through its co-investment program, Insignia and its equity partners have invested in office, retail, hotel and multi-family residential properties valued at approximately $12 billion since 1990. Insignia's Development Group has built $200 million of office and industrial properties in the past five years, including one million square feet of property currently under development. Insignia's fund management business manages more than $1.5 billion of investment in real property and mortgage-backed securities. Insignia is also a member of Project Octane, a consortium of real estate service companies that is developing on-line procurement, transaction and enterprise resource planning platforms. In addition to his work for Insignia, Mr. Farkas serves on the Board of Directors of iStar Financial, a publicly traded real estate finance company. In 1983, Mr. Farkas founded Metropolitan Asset Group, Ltd., a private real estate investment banking and merchant banking firm. It was through Metropolitan Asset Group that he founded Insignia in 1990. Mr. Farkas graduated from Harvard University in 1982.





Thomas O. Hicks,
Non-Managing Member of the General Partner Thomas O. Hicks is a non-Managing Member of the General Partner. Mr. Hicks is Chairman of the firm Hicks, Muse, Tate, & Furst ('HMTF'), and has over 30 years of experience in leveraged acquisitions and private investments. Prior to forming HMTF, Mr. Hicks co-founded Hicks & Haas in 1983, and served as Co-Chairman and Co-Chief Executive Officer through 1989, which specialized in leveraged acquisitions during that period. From 1977 to 1983, Mr. Hicks was Co-Managing Partner of Summit Partners, a Dallas-based leveraged buyout and special situation investment firm. From 1974 to 1977, he served as President of First Dallas Capital Corporation, which was the venture capital affiliate of First National Bank of Dallas. Prior to this, he was an investment officer of the venture capital affiliate of Morgan Guaranty Trust Company of New York. Mr. Hicks serves on the board of directors of several HMTF portfolio companies, and also on the JPMorgan Chase National Advisory Board. Mr. Hicks received his B.B.A. from the University of Texas in 1968, and his M.B.A. from the University of Southern California in 1970.




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