Free Statement - District Court of Delaware - Delaware

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EXHIBIT "A " Resume of Jason F. Fensterstock

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RESUME OF JASON F. FENSTERSTOC K

Education 1977-198 0

COLUMBIA LAW SCHOOL Phi Delta Phi : Fraternity President .
COLUMBIA UNIVERSITY GRADUATE SCHOOL OF BUSINESS

New York, New Yor k

1975-197 7

New York, New Yor k

Beta Gamma Sigma (Honors Society) . Dean's List . Finance/Accounting .
1971-197 5

BOWDOIN COLLEGE

Brunswick, Maine

Cum Laude . Economics/Government .
1.967-197 1

THE PHILLIPS EXETER ACADEMY

Exeter, New Hampshire

Employment 2005 to Present 1996-200 4
2004-200 5

SASCO HILL ADVISORS, INC .

Founder-Financial Restructuring and Related Activities .
DUFF & PHELPS, LLC

New York, New York Westport, Connecticut New York, New Yor k

Restructuring Services Team Leader-Managing Director .
1987-199 6

DILLON, READ & CO . INC .

New York, New York

Senior Vice President--Corporate Finance : Financial Restructuring Group (1988-96) . Arbitrage Fund--Invested in Distressed Situations .
1986-198 7

SHEARSON LEHMAN BROTHERS INC . Vice President--Corporate Finance : Financial Restructuring Group . SHEARMAN & STERLING Associate--Corporate Reorganization (Bankruptcy) & Bank Finance Teams . WEIL, GOTSHAL & MANGES Associate--Business Reorganization (Bankruptcy) Group . Summer Associate .

New York, New York

1982-198 6

New York, New York

1980-1982 1978/1979 summers

New York, New York

Personal Background

Married . Daughter by prior marriage . Born in NY, NY . Traveled through U .S ., Canada, Mexico, Carribean, Europe , Middle East, Australia, South Pacific, Asia . Member-- University Club . Sports-Tennis, Squash and Biking . 10 West Street - Apt 34E, NY, NY 1000 4 Office : Ph : (212) 349-0080 . E -mail : jasfenster @ aol .co m Home : Ph : (212) 349-111 1
Cell : (917) 882-732 1

Address/ Contacts

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JASON F . FENSTERSTOCK SELECTED TRANSACTION S TECHNOLOGY SERVICES COMPANY Engaged to assist Post-Confirmation Committee of Unsecured Creditors review bases for litigation claims against certain officers, directors and their affiliates involving potential preferential transfers, fraudulent conveyances, breach of duties, etc . TECHNOLOGY SERVICES COMPAN Y Engaged to assist six law firms and their clients assess merits of solvency defense in Chapter I1 preference litigation and provide business valuation and solvency analysis . SELF-REGULATORY ORGANIZATION - SECURITIES INDUSTR Y Engaged to advise NASD senior management on full range of alternatives, strategies, exposures relating to underperforming subsidiary stock exchange . PRINTING BLANKET/ENGINEERED FABRIC MANUFACTURE R Engaged to assist holders of controlling economic interests assess management and business, negotiate with senior lender, select new CEO and explore merger/acquisition, other business development and exit strategies . INDUSTRIAL PROCESS EQUIPMENT SUPPLIE R Hired as CEO of this Chapter I I global trader of, and investor in, used and new industrial process equipment . Involved extensive headcount and other cost reductions, rebuild of finance and accounting group, overhaul of marketing and advertising programs (including redo of Web site), creation, negotiation and implementation of programs to use cash collateral with senior secured lender and Unsecured Creditors' Committee and oversight of foreign subsidiaries and activities . NEWSPRINT AND COATED PAPER MILL SAL E Engaged to assist paper mill maximize profitability and cash flow to position for sale . Involved detailed work re all cost reduction and revenue enhancement opportunities ; intensive negotiations with labor union and implementation of new terms of employment ; negotiation of asset sale contract with domestic subsidiary of foreign company implemented thru Chapter I I with global auction seeking higher and better offers . TEXTILE MANUFACTURER/DISTRIBUTOR RESTRUCTURIN G Engaged to assist with restructuring/additional financing of this manufacturer/ distributor of specialty package decorations and other specialty products . INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC . Engaged by more than thirty venture capital investors to maximize their recovery from $90+ million preferred stock investment in this bankrupt company with wireles s assets in Asia and Latin America . Successfully resolved inherent conflicts within client group and obtained thru litigation a cash settlement for clients exceeding $23 million . Strategy involved the modification of a previously confirmed plan of reorganization which woul d have provided no payout to the preferred stock investors . WHOLESALE DRUG DISTRIBUTO R Engaged to assist company acquire or disengage from its largest customer which was unable to service its overleveraged capital structure ; collected receivable in full . NEWSPRINT AND COATED PAPER MILL RESTRUCTURING/REFINANCING Engaged to assist with restructuring of paper mill owner controlled by Dillon Read's leveraged buyout group ; raised required subordinated/equity capital .

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JASON F . FENSTERSTOCK ADDITIONAL SELECTED TRANSACTIONS EVERGREEN INTERNATIONAL AVIATION, INC . RESTRUCTURING/REFINANCING Engaged to assist Evergreen with its restructuring and recapitalization . Evergreen owns an international cargo airline, an airport ground handling/logistics company, an aircraft maintenance facility and an international multi-service helicopter company . BIG RIVER MINERALS CORP . RESTRUCTURING/LIQUIDATION Engaged to lead restructuring/liquidation of failing investment of firm's leveraged buyout group . Big River refined zinc concentrate, produced lead oxide, mined coal at leased mines and mine d and processed iron ore . Sold all four businesses to separate international and domestic buyers . Advised liquidation trust on collection of notes issued by coal and iron ore purchasers and related matters . PRIDE COMPANIES, L .P. RESTRUCTURING/REFINANCIN G Engaged to assist Pride, an oil refiner and gatherer, with its restructuring and refinancing . ALPINE GROUP, INC . ACQUISITION OF ADIENCE, INC . Engaged to assist Alpine finance the acquisition of Adience with a $100 million issue of high yield debt . Alpine produces copper wire and cable products for the telecommunications industry, is commercializing a proprietary flat panel display technology and is engage d in the aerospace and defense electronics industries . Adience produces and installs refractory products and is engaged in the information display market. METALLGESELLSCHAFT CORP . RESTRUCTURIN G Engaged to assist Metal I geselIschaft with its financial and business restructuring . Metallgesellschaft was involved in the refining and marketing of petroleum products, natural gas operations, financial services and other operations . ALPINE GROUP, INC . ACQUISITION OF SUPERIOR TELETEC, INC . Engaged to assist Alpine in its acquisition of Superior Teletec, Inc ., to raise acquisition financing and to acquire minority interest in its flat panel display subsidiary . Superior Teletec produces copper wire and cable products for the telecommunications industry . SOUTHWESTERN PUBLIC SERVICE COMPANY BID FOR EL PASO ELECTRIC COMPANY Engaged to assist Southwestern Public Service in its bid to acquire El Paso Electric out of bankruptcy . Formulated multiple plans of reorganization and negotiated with all capital structure groups . EL PASO REFINERY, L.P . RESTRUCTURING Engaged to assist El Paso Refinery with its financial restructuring . TESORO PETROLEUM CORPORATION RESTRUCTURIN G Engaged to assist Tesoro with its financial restructuring and resolution of claims made by the State of Alaska based on the pricing of purchases of Alaskan North Slope crude oil . PHILLIPS COLLEGES INC . RESTRUCTURING Engaged to assist the largest U .S . chain of proprietary schools with its financial restructuring . DAN RIVER INC . RESTRUCTURIN G Engaged to assist this manufacturer of home fashions and apparel with its financial restructuring. PRICE COMMUNICATIONS CORPORATION RESTRUCTURIN G Engaged to assist this diversified media company with its financial restructuring .

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JASON F . FENSTERSTOCK ADDITIONAL SELECTED TRANSACTIONS JAMES CABLE CORPORATION RESTRUCTURING Engaged to assist James Cable with its financial restructuring . MLX CORP. RESTRUCTURIN G Engaged to assist the nation's largest wholesale distributor of HVAC and refrigeration equipment with its financial restructuring. THE DELTONA CORPORATION SALE AND RESTRUCTURING Engaged to assist this Florida home builder assess a bid for the compan y and negotiate the terms of a capital injection by the company's largest shareholder . AMERICAN HAWAII CRUISES RESTRUCTURING/REFINANCIN G Engaged to assist this cruise company with the repurchase of its bank debt at a discount, the renegotiation of its subordinated debt and a refinancing . LABARGE, INC . RESTRUCTURING/REFINANCIN G Engaged to assist this electronics manufacturer with the refinancing of its bank debt and the purchase at a discount of its preferred stock with proceeds from new financing .

JASON F. FENSTERSTOCK ADDITIONAL EXPERIENC E SHEARSON LEHMAN BROTHERS INC . (1986-87 ) Representation of both debtors and creditors, domestic and foreign, in out-of-court restructurings and exchange offers and in Chapter I I reorganizations . Clients included The LTV Corporation, LaBarge, Inc ., Tan Sri Khoo Teck Puat in the National Bank of Brunei (Singapore), and creditors of Zapata Corporation and Allis-Chalmers Corporation . SHEARMAN & STERLING (1982-8 6) Representation of both debtors and creditors, domestic and foreign, in out-of-court restructurings and in Chapter 1 I reorganizations . Clients included Cydsa, S .A . and Cerverceria Moctezuma, S .A . (Mexico) and creditors in Lear Fan Limited (Ireland) and Dome Petroleum Corporation (Canada) . Financing documentation for leveraged buyouts and secured transactions . WEIL, GOTSHAL & MANGES (1980-82) Representation of both debtors and creditors in out-of-court restructurings and in court reorganizations and liquidations . Clients included creditors in Itel Corporation and O .P .M . Lessors, Inc ., and the Trustees in John Muir and W .T . Grant.

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EXHIBIT "B " Resume of Richard A . Whalen

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Richard A. Whalen
Mr . Richard Whalen is a Managing Director in the Chicago office of Duff & Phelps, LLC ("Duff & Phelps") . Prior to Duff & Phelps, Mr . Whalen had been a Director in the Corporate Value Consulting ("CVC") Practice of PricewaterhouseCoopers LLP. Mr. Whalen had been with PricewaterhouseCoopers since March 1990 in Atlanta and Chicago . Mr . Whalen has over thirteen years of experience in the identification, valuation, and determination of the remaining life of intangible assets, including most customer, marketing, contract and technology related intangible assets . He has extensive experience in the estimation of royalty rates for and the valuations of certain forms of intellectual property, namely trade names and trademarks, proprietary processes, formulas and technology and the like . He has performed valuations of intellectual property and marketing-based intangible assets for a variety of purposes including litigation, joint venture consulting, allocation of purchase price, etc . Mr. Whalen also has over thirteen years of experience in valuing business enterprises . Mr. Whalen has performed numerous purchase price allocations and business valuations for acquisitions of companies and has experience with SEC expectations and procedures regarding purchase price allocations and concerning the valuation of intellectual property . Mr. Whalen is well versed with current FAS 141 and 142 statements regarding business combinations and impairment testing. Mr . Whalen holds a BBA in Finance and Accounting from the University of Notre Dame (1986) and an MBA in Finance and Statistics from the University of Chicago (1990) . Mr . Whalen is a former two term Alderman for the City of Park Ridge and is presently serving on the Board of Directors of the Economic Development Corporation of Park Ridge . He is an internal and external speaker on various valuation subjects, including the valuation of intellectual property . EXPERT WITNESS TESTIMONY :
2004 Interactive Financial Services Group, Inc . and Cheryl J . Avena, v . Perkins Coie, LLP and Albert Gidari and Jane Doe Gidari ; Washington Superior Court, Seattle, Washingto n

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RICHARD A. WHALEN Managing Director Duff & Phelps, LL C EDUCATION : 1.988-1990 University of Chicago - Graduate School of Business M.B .A. Degree with concentration in Finance and Statistic s University of Notre Dame B .B .A . Degree in Finance and Accountin g

1982-1986

EXPERIENCE : 2001-present Duff & Phelps LLC - Chicago Valuation Group - Managing Director Actively involved in the selling, managing and production of a variety of valuation related projects for publicly and privately held companies . Concentration in the valuation of intellectual property for litigation, donation, planning purposes as well as purchase price allocations, including valuations of intangible assets and regulatory compliance as it relates to these types of valuation engagements. 1990-2001 PricewaterhouseCoopers LLP - Atlanta/Chicago
Corporate Value Consulting Group - Directo r

Engaged in all phases of valuation consulting including estimating value for mergers and acquisition, tax and financial repo rting purposes, fairness opinions, restructuring, litigation and donation . Obtained specialization in allocations of purchase price and valuation of intangible assets, with a focus on the financial services industry . Developed curriculum and taught classes in purchase price allocations, valuations of intellectual property and other intangible assets and valuations of businesses . 1986-1989 Horizon Federal Savings Bank - Chicago Direct Investments Group - Analyst Assisted and managed accounting and finance projects associated with Bank's real estate development endeavors . Worked with general contractors in partnership with Bank . AFFILIATIONS : Speaker on various valuation subjects to outside organizations Two term Alderman - City of Park Ridge -1993 to 2001