Grant Thornton Corporate Finance LLC Current Trends In M&A March 21 st , 2006

1. ECKERT SEAMANS TECHNOLOGY INITIATIVE SERIESExtracting Value froma Technology CompanyMarch 21, 2006

2. Grant Thornton Corporate Finance LLCCurrent Trends In M&AMarch 21st, 2006

3. 2005 was another robust year for M&A Net M&A Announcements – US Targets Only Growth +3.3% Source: Mergerstat

4. The largest broad sectors continue to be consumer, industrials and IT M&A Activity In North America In 2005 Consumer Products Retailing Leisure ( hotels, restaurants) Consumer Services Software IT Services Electronics Hardware Source: Capital IQ and Grant Thornton Corporate Finance analysis

5. Massachusetts, often more volatile than the national market, saw a spike in M&A during 2005 M&A Transactions Massachusetts Targets Growth +22.5% Source: Mergerstat

6. M&A in Massachusetts is dominated by IT M&A Activity In Massachusetts In 2005 Source: Capital IQ and Grant Thornton Corporate Finance analysis

7. EBITDA multiples differ widely by sector, with faster growing IT sectors driving premiums Median EV/EBITDA multiples Transactions between $10MM - 200MM Source: Grant Thornton Corporate Finance study

8. Revenue multiples tell the same story Median EV/Revenue multiples Transactions between $10MM - 200MM Source: Grant Thornton Corporate Finance study

9. Private Equity raised record funds in 2005 Fund Raising ($billions) Source: Buyouts newsletter *As of 12/12/2005

10. Summary – Key Points • M&A activity is at a 3-year high • Valuations are stronger than they have been in years – "seller's market" • Cash continues to be king for sellers • Foreign companies active in acquiring U.S. businesses of all sizes • The leveraged buyout market is now enormous • Abundant capital from traditional and non-traditional providers

11. Eckert Seamans Technology Initiative SeriesEXTRACTING VALUE FROM A TECHNOLOGY COMPANYPresented by: Lee Steele, Financial Leadership Partner March 21, 2006

12. About Tatum, LLP • Tatum is the largest and fastest–growing Executive Services Firm in the United States, helping companies in transition accelerate business success and Create More Value.™ Through more than 30 offices nationwide, Tatum’s 500+ Executive Partners and Principals provide strategic and operating leadership in Finance and Information Technology. • New England Office:Tatum, LLP233 Needham Street – Suite 300Newton, MA 02464www.tatumllc.comJanice DiPietro, Managing Partnerjanice.dipietro@tatumllc.com 617-454-1088 (office) 617-922-9487 (cell)

13. Extracting Value – The Financial Perspective “Advance Planning and Preparation” – A Few Elements “Advance Planning and Preparation” – A Few Elements • Never too early to start • Establish a realistic company pre-money valuation • Do your homework; use outside data sources and expertise • Get financial house in order • GAAP/near-GAAP historical financials • Independent outside accounting firm review • Upgrade financial and accounting systems • Examine internal controls; should you be “SoX-ready?” • Upgrade corporate governance structure; eg: • By-laws; equity structure and capacity • Independent director(s), with relevant expertise • Clean up capital structure • Minimize obstacles for the next investor

14. “Advance Planning and Preparation” – A Few Elements(Continued) • Develop an interactive financial projections model • P&L, balance sheet, and cash flow • Illustrate the incremental value produced with outside capital • Develop a 3-year business plan • Include a succinct and polished Executive Summary • Assess/enhance the leadership team • Select qualified outside advisors

15. Eckert Seamans Technology Initiative SeriesEXTRACTING VALUE FROM A TECHNOLOGY COMPANY THANK YOU!

16. Extracting Value from a Technology Company Executing the TransactionPresented by:Anil Khosla, Esq. akhosla@eckertseamans.com

17. Be Proactive • The closer you are to compliance with Sarbanes Oxley the better • Review governance and structure • Expands market to public companies • May require reorganization • What is best way to structure? • Clean up corporate books and records • Prepare Board • Set up special committee to act quickly • Arrange for appraisals in advance

18. Anticipate Due Diligence • Refer to standard Buyer due diligence check list • Anticipate issues: intellectual property, environmental • Set up data room (offsite) • Avoid disruption of business • Maintains confidentiality • Anticipate required consents, votes, approvals

19. Benefits • Company is more attractive to Buyer • Saves time and costs • Allows deal to proceed quickly

20. www.bernstein.com March 21, 2006 Eckert Seamans Technology Initiative Series Christopher O. ArnoldVice President

21. Post-Transaction Cash, Stock, and Options • Investment Income • Lack of Control • Impersonal Legacy Transactions Perceived as Life Changing Pre-Transaction Business Transaction • Earned Income • Control • Personal Legacy

22. Difficult Questions Come Up Typical Post-Transaction Questions Typical Pre-Transaction Questions • What is my business really worth? • Should I sell my business or keep working? • What is the right deal structure? • How do I make sure the deal closes? • Did I get enough to meet myfinancial objectives? • How should I manage my single-stock exposure? • What if I am restricted from selling? • How should I invest my financial assets? All should be asked Pre-Transaction

23. Planning for the Generations Lifetime Spending Multigenerational Wealth Philanthropy Solutions • Family Wealth • Taxable • Living Trust • GST Trust • GRAT • Personal • Taxable • Savings U.S.Stocks Vehicles Client U.S. Bonds Foreign Stocks • Retirement • Tax Deferred • IRA • 401(k) • Charitable • Tax Advantaged • Foundation • CRT • CLT Hedge Funds

24. Teamwork Among Client’s Advisors Is Critical Corporate Attorney Investment Banker Client T&E Attorney Accountant Bernstein

25. Opportunities for Improvement • Reduce asset volatility and enhance return by diversifying • Establish a core portfolio to meet lifestyle needs • Integrate investment, estate, and tax plans to meet goals • Take action pre- and post-transaction • Ensure that steps taken are meaningful and manageable