Introductory Material
     Wall Street Partner

                 2009


Advisors With Integrity, Advice Without Bias
Omniscient
                      Holdings, LLC



    Wall Street        Omniscient
                                                     PickaCharity.org
     Partner          Advisors, LLC

 Investor Relations   Consulting &                          Philanthropy
 Advisory             Financial Advisory




Confidential                Page 2    Advisors With Integrity, Advice Without Bias
“Does the flap of a butterfly’s wings in
                  Brazil set off a tornado i T
                  B il        ff        d in Texas”?”?
                            — Edward Lorenz




Confidential                           Page 3   Advisors With Integrity, Advice Without Bias
     Team of executives with the depth of experience across a broad
       range of industries

      Wall Street financial expertise from the leading “bulge bracket”
       investment banks
        JPMorgan
        Morgan Stanley
        Merrill Lynch
        B l
         Barclays C it l
                  Capital

      Corporate and operating experience at major corporations that
       are leading p y
                 g players in their respective industries
                                       p
        PepsiCo
        Real Networks
        White Energy
                   gy
        MarchFirst

Confidential                      Page 4   Advisors With Integrity, Advice Without Bias
An advisor you can truly trust
Industries of Specialization            Areas of Expertise
      Media & Telecom                       Corporate strategy
      Consumers                             Restructurings
      Healthcare                            Mergers & acquisitions
      Alternative Energy                    Divestitures
      Internet
       I t    t                              Private l
                                              P i t placements t
      Philanthropy &                           Equity
       Nonprofit
           p                                    Debt
                                             Operations
                                              optimization


Confidential                    Page 6       Advisors With Integrity, Advice Without Bias
     Put clients first

      Deliver unbiased advice

      Set clear objectives upfront
                   j         p
                                                                     Uncompromising
       to assess progress
                                                                      integrity
      Have skin in the game                                         Successful results
        Small upfront retainer
                                                                     Happier clients
                                                                      H     i   li
        Success-fee based
         Success-                                                    Long term
         compensation structure aligns                                relationships
         us with client’s interests
                 client s

      Only accept assignments
       where we can have impact

      Execute structured process
Confidential                             Page 7   Advisors With Integrity, Advice Without Bias
Typical Partner Profile                       Strong network
                                               of “first call” relationships
      Minimum of 10 years
       experience at a major Wall
       Street investment bank or                                Broker
       in a major corporation                                   Dealers


      Graduates of Ivy League
       institutions or top 20
       universities                   Strategic                                         Private
                                    Corporations                                      Equity Firms

      Genuine passion for                                  Omniscient
       making an impact for                                  Advisors

       clients

      Unparallel ethical
       standards and                           Private                          Lending
       professionalism                        Investors                       Institutions




Confidential                        Page 8         Advisors With Integrity, Advice Without Bias
Management consultants + investment bankers = Omniscient Advisors

                             What can we do for you?

      Mergers & acquisitions                       Financing
        Analyze strategic                             Private placements of debt
         opportunities                                    and equity
        Assess valuation                           Operations
        Evaluate fundingg                             Optimize your company’s
                                                                      company s
         requirements                                     efficiency
      Corporate strategy                           Restructurings/turn-
                                                     Restructurings/turn-around
        Optimize growth strategy
          p       g            gy                      Interim management
        Strategic position analysis                   Assess financial
        Marketing/branding                             restructuring plans
           assessment                                  Credit analysis
                                                                   y


Confidential                           Page 9       Advisors With Integrity, Advice Without Bias
Make your first impression
      a lasting one
     Leverage our Wall Street background and experience
       to handle the tough questions from institutional
       investors (“smart money”)
      We understand “smart money concerns and can help
                        smart money”
       position your organization in the best light
      We do not issue paid research reports
                       p               p
        Often hired by small and mid-cap companies to issue favorable press
                                   mid-
         releases under the guise of Wall Street research (highly biased)
        Negative connotation and stigma—SEC has filed charges against many such
                                    stigma—
         research firms for “pump and dump” schemes that mislead investors
                h fi    f “           dd      ” h        th t i l d i     t
        Smart institutional investors are sophisticated and shun companies who pay
         to have research published




Confidential                          Page 11   Advisors With Integrity, Advice Without Bias
     Review all media and investor communications before
       publication
        Press releases
        Earnings releases
        Video releases

      Advise senior management on presentations
          Provide feedback on draft documents of presentations, including financial
           presentations to investors and company updates
          Advise management on key issues to be focused on when delivering the
           presentations
          Prepare management for questions that may be asked
               − Post-presentation Q&A sessions
                 Post-
               − Interviews with financial press agencies

      Filter incoming investor questions and advise management with
       appropriate responses
Confidential                                   Page 12      Advisors With Integrity, Advice Without Bias
     As former investment bankers at
       the bulge bracket firms, we have
       been on the other side of the table
       scrutinizing financial information
       of companies
              p

      Although we would consider one-
                                     one-
       time projects, we are seeking a
       long term relationship with our
       clients

      We put our reputation on your
       success…

      …By keeping our profile low, and
                                                         You can be confident with
       your organization s profile high
            organization’s
                                                         the right partner

Confidential                      Page 13    Advisors With Integrity, Advice Without Bias
Contact us in strict confidence


               Omniscient Holdings, LLC
               14 Wall Street, 20th Floor
               New York, NY 10005
               Phone: (212) 444-8383
                            444-
               Fax:   (
                      (866) 447-8690
                          ) 447-
               Email: Info@WallStPartner.com




Confidential                Page 14   Advisors With Integrity, Advice Without Bias
This document is confidential and proprietary to Omniscient Holdings, LLC and its subsidiaries (collectively “Omniscient” or the
 “Company”) and is being provided to the recipient, in confidence, on the understanding that the recipient will observe and
 comply with the terms and conditions stated below. By accepting this document, the recipient:
  acknowledges that the information contained herein, including information regarding Omniscient, portfolio companies,
                                                    herein                                   Omniscient            companies
    relationships, partners and the strategic approach of Omniscient, is confidential and proprietary;
  agrees to destroy or return this document promptly if Omniscient or any of its agents or affiliates ask the recipient to do so;
                                                                                                                               so;
  agrees that this document information are contained herein for the exclusive use of the recipient and recipient’s professional
                                                                                                                      professional
    advisors (if any);
  agrees not to reproduce or distribute this document or discuss its contents with any person other than the recipient’s
    professional advisors, unless written consent from Omniscient h b
        f        l d          l                    f                 has been provided; and
                                                                                    d d    d
  agrees to cause the recipient’s professional advisors (if any) to maintain this document and the information contained herein
    in confidence.

 Omniscient is not, and is not expected to be, registered as an investment company under the Investment Company Act of 1940.
 This document is merely an introduction to the Company and is not an offer to sell or a solicitation of an offer to buy, nor shall
                                                                                                                              shall
 any be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful
                                                                                                                        unlawful
 under the securities laws of such jurisdiction.




Confidential                                                Page 15         Advisors With Integrity, Advice Without Bias

Wall Street Partner Overview

  • 1.
    Introductory Material Wall Street Partner 2009 Advisors With Integrity, Advice Without Bias
  • 2.
    Omniscient Holdings, LLC Wall Street Omniscient PickaCharity.org Partner Advisors, LLC Investor Relations Consulting & Philanthropy Advisory Financial Advisory Confidential Page 2 Advisors With Integrity, Advice Without Bias
  • 3.
    “Does the flapof a butterfly’s wings in Brazil set off a tornado i T B il ff d in Texas”?”? — Edward Lorenz Confidential Page 3 Advisors With Integrity, Advice Without Bias
  • 4.
    Team of executives with the depth of experience across a broad range of industries  Wall Street financial expertise from the leading “bulge bracket” investment banks  JPMorgan  Morgan Stanley  Merrill Lynch  B l Barclays C it l Capital  Corporate and operating experience at major corporations that are leading p y g players in their respective industries p  PepsiCo  Real Networks  White Energy gy  MarchFirst Confidential Page 4 Advisors With Integrity, Advice Without Bias
  • 5.
    An advisor youcan truly trust
  • 6.
    Industries of Specialization Areas of Expertise  Media & Telecom  Corporate strategy  Consumers  Restructurings  Healthcare  Mergers & acquisitions  Alternative Energy  Divestitures  Internet I t t  Private l P i t placements t  Philanthropy &  Equity Nonprofit p  Debt  Operations optimization Confidential Page 6 Advisors With Integrity, Advice Without Bias
  • 7.
    Put clients first  Deliver unbiased advice  Set clear objectives upfront j p  Uncompromising to assess progress integrity  Have skin in the game  Successful results  Small upfront retainer  Happier clients H i li  Success-fee based Success-  Long term compensation structure aligns relationships us with client’s interests client s  Only accept assignments where we can have impact  Execute structured process Confidential Page 7 Advisors With Integrity, Advice Without Bias
  • 8.
    Typical Partner Profile Strong network of “first call” relationships  Minimum of 10 years experience at a major Wall Street investment bank or Broker in a major corporation Dealers  Graduates of Ivy League institutions or top 20 universities Strategic Private Corporations Equity Firms  Genuine passion for Omniscient making an impact for Advisors clients  Unparallel ethical standards and Private Lending professionalism Investors Institutions Confidential Page 8 Advisors With Integrity, Advice Without Bias
  • 9.
    Management consultants +investment bankers = Omniscient Advisors What can we do for you?  Mergers & acquisitions  Financing  Analyze strategic  Private placements of debt opportunities and equity  Assess valuation  Operations  Evaluate fundingg  Optimize your company’s company s requirements efficiency  Corporate strategy  Restructurings/turn- Restructurings/turn-around  Optimize growth strategy p g gy  Interim management  Strategic position analysis  Assess financial  Marketing/branding restructuring plans assessment  Credit analysis y Confidential Page 9 Advisors With Integrity, Advice Without Bias
  • 10.
    Make your firstimpression a lasting one
  • 11.
    Leverage our Wall Street background and experience to handle the tough questions from institutional investors (“smart money”)  We understand “smart money concerns and can help smart money” position your organization in the best light  We do not issue paid research reports p p  Often hired by small and mid-cap companies to issue favorable press mid- releases under the guise of Wall Street research (highly biased)  Negative connotation and stigma—SEC has filed charges against many such stigma— research firms for “pump and dump” schemes that mislead investors h fi f “ dd ” h th t i l d i t  Smart institutional investors are sophisticated and shun companies who pay to have research published Confidential Page 11 Advisors With Integrity, Advice Without Bias
  • 12.
    Review all media and investor communications before publication  Press releases  Earnings releases  Video releases  Advise senior management on presentations  Provide feedback on draft documents of presentations, including financial presentations to investors and company updates  Advise management on key issues to be focused on when delivering the presentations  Prepare management for questions that may be asked − Post-presentation Q&A sessions Post- − Interviews with financial press agencies  Filter incoming investor questions and advise management with appropriate responses Confidential Page 12 Advisors With Integrity, Advice Without Bias
  • 13.
    As former investment bankers at the bulge bracket firms, we have been on the other side of the table scrutinizing financial information of companies p  Although we would consider one- one- time projects, we are seeking a long term relationship with our clients  We put our reputation on your success…  …By keeping our profile low, and You can be confident with your organization s profile high organization’s the right partner Confidential Page 13 Advisors With Integrity, Advice Without Bias
  • 14.
    Contact us instrict confidence Omniscient Holdings, LLC 14 Wall Street, 20th Floor New York, NY 10005 Phone: (212) 444-8383 444- Fax: ( (866) 447-8690 ) 447- Email: [email protected] Confidential Page 14 Advisors With Integrity, Advice Without Bias
  • 15.
    This document isconfidential and proprietary to Omniscient Holdings, LLC and its subsidiaries (collectively “Omniscient” or the “Company”) and is being provided to the recipient, in confidence, on the understanding that the recipient will observe and comply with the terms and conditions stated below. By accepting this document, the recipient:  acknowledges that the information contained herein, including information regarding Omniscient, portfolio companies, herein Omniscient companies relationships, partners and the strategic approach of Omniscient, is confidential and proprietary;  agrees to destroy or return this document promptly if Omniscient or any of its agents or affiliates ask the recipient to do so; so;  agrees that this document information are contained herein for the exclusive use of the recipient and recipient’s professional professional advisors (if any);  agrees not to reproduce or distribute this document or discuss its contents with any person other than the recipient’s professional advisors, unless written consent from Omniscient h b f l d l f has been provided; and d d d  agrees to cause the recipient’s professional advisors (if any) to maintain this document and the information contained herein in confidence. Omniscient is not, and is not expected to be, registered as an investment company under the Investment Company Act of 1940. This document is merely an introduction to the Company and is not an offer to sell or a solicitation of an offer to buy, nor shall shall any be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful unlawful under the securities laws of such jurisdiction. Confidential Page 15 Advisors With Integrity, Advice Without Bias