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      Spot Report                                                      February 16, 2007
                                                                          Page 1 of 8

Investment Highlights                                                  MAKE CONTACT
   Focused on revolutionary research and development of electro-
   optic polymers, material systems and components.
   Top-tier management team in the electro-optic polymer sector.
   Patent pending solutions appear to have solved the industry-
   wide thermal stability issue surrounding electro-optic polymers,
   which opens up the door to plastic-based optical products.
                                                                                           PINK SHEETS: TDON

   Technology that is highly scalable and less expensive to manu-

   facture than competitive technologies.
                                                                       Third-Order Nanotechnologies, Inc.
                                                                       2601 Annand Dr., Suite 16

   Established multiple contracts with various branches of the U.S.
                                                                       Wilmington, DE 19808

                                                                       Phone: (302) 998-8824

   On the verge of commercializing circuit board applications and
                                                                       Fax: (302) 998-4190
   chip-to-chip interconnects.                                         CONTACT

   40Gb optical modulator market projected to reach $500 million
                                                                       Brock Malki

   by 2011.

   Operates a fully functional organic laboratory equipped to pro-
                                                                       (Investor Relations)
   duce next-generation fiber-optic organic materials.                 SHARE DATA

   Recipient of the prestigious Frost & Sullivan 2006 North Amer-      Recent Price:                  $0.64

   ican Electro-Optic Materials Technology Innovation of the Year
                                                                       52-Week Price Range:           $1.75-0.39

                                                                       Shares Outstanding:            n/a
                                                                       Market Cap:                    n/a
   Scientists at the University of Arizona have confirmed that under   BALANCE SHEET DATA

   identical laboratory conditions, one of the company’s recent mo-    (As of Dec. 31, 2005)
   lecular designs outperformed one of the industry's highest per-     Total Assets:                  $959,110

   formance electro-optic systems by a factor as high as 650%.
                                                                       Current Assets:                 $670,752
                                                                       Current Liabilities:            $112,990
                                                                       Total Liabilities:              $127,232
                                                                          Fiscal Years   Revenue Net Income Earning
                                                                       (Ending March 31)   (mil)    (mil)  Per Share (loss)
                                                                            2009         ($68.4)      $11.3       $0.30

                          By Arnaldo Arroyo
                                                                            2008         ($27.2)       $3.0       $0.08
                                                                            2007           ($0)       ($2.4)     ($0.08)
                                                                            2006           ($0)       ($2.4)     ($0.09)
                Spot Report
 RECOMMENDATION                            Third-Order’s management believes         estimated that the 40Gb optical mod-
                                           that its revolutionary proprietary EO     ulator business will grow from almost
 “I want to say one word to you, just      polymer could very well define the        nothing to $500 million by 2011.
 one word – plastics.”                     21st century in much the same way         Due to the company’s superior oper-
    - The Graduate, 1967                   silicon defined the 20th century. Its     ating performance, size, and cost
                                           proprietary architectures provide a       characteristics of its proprietary EO
     We use them every day – in our        faster, more cost-effective alternative   polymers relative to leading competi-
 homes, offices and cars. The creation     to the traditional materials used in      tive technologies, management ex-
 of synthetic polymers, or plastics, in    fiber-optic ground, wireless and satel-   pects to capture at least 50% of this
 the 1950s transformed our world from      lite communication networks. In fact,     particular market niche, resulting in a
 one dominated by splinters and sharp      because of its advanced research in       current discounted valuation of $3.44
 angles into one of streamlined curves.    the area of EO polymers, the com-         per share. This figure is exclusively
                                           pany was recently given the presti-       based on the 40Gb optical modulator
    A new class of materials, inno-        gious Frost & Sullivan 2006 North         market, and does not include any rev-
 vated by a small high-tech company        American Electro-Optic Materials          enue assumptions from circuit board
 called Third-Order Nanotechnolo-          Technology Innovation of the Year         applications, chip-to-chip intercon-
 gies, has similar potential for revolu-   Award.                                    nects, 100Gb data modulators, trans-
 tionizing the world we live in. The                                                 ceivers, or transponders. If the
 company develops third-generation            Third-Order is on the verge of ini-    company is successful in capitalizing
 electro-optic plastics, materials that    tial commercialization, which will in-    on any of these other applications or
 will marry two recent innovations –       clude circuit board applications and      captures more than a 50% share of
 plastics and semiconductors.              chip-to-chip interconnects. The com-      the 40Gb modulator market, it will
                                           pany’s primary advantage in this mar-     realize significant upside to its cur-
      Electro-optic plastics can trans-    ket is that its proprietary material is   rent discounted target value.
 mit data over fiber-optic cable at        the only material that can operate at
 speeds many times faster than typical     over 327°C without degrading. Fol-        HISTORY
 data transmission rates. As Internet      lowing this initial stage, the company
 traffic continues to boom and the de-     will focus on the 40Gb to 100Gb           The company was officially estab-
 mand for greater bandwidth increases      modulator markets.                        lished in 1991 and incorporated in
 by nearly 100% per year, the use for                                                1994. Dr. Frederick J. Goetz, the
 these materials should increase rap-        Independent market analysts have        company’s founder, chose the name
 idly. With applications in the medical                                              Third-Order because it represents the
 field and defense industry as well,                                                 company’s focus on the technological
 these plastics could very well be the                                               evolution into optical processing or
 next big thing.                                                                     beyond-next-generation EO materials
                                                                                     and products.
                                                                                        In 1998, Third-Order began work-
 Third-Order Nanotechnologies, for-                                                  ing with the Intelligence Community
 merly PSITEC Corp., is a develop-                                                   and Department of Defense and, as a
 mental stage company focused on                                                     result, was invited to move its opera-
 revolutionary research and develop-                                                 tions to laboratory space provided by
 ment of electro-optic (EO) polymers,                                                the U.S. Army on Aberdeen Proving
 material systems and components.                                                    Ground. The company also entered

Page 2                                                                                                 February 16, 2007
               Spot Report
 into multiple contracts and advisory                                                generation of IP backbone routers
 relationships with the National Re-                                                 and switches needed to relieve high
 connaissance Office, the Defense Ad-                                                capacity network bottlenecks, but ex-
 vanced Research Project Agency, the                                                 cessive costs make the migration un-
 Air Force Research Laboratory, the                                                  attractive. Current short-term
 Naval Air Warfare Center, Army Mis-                                                 solutions may include the adoption
 sile Command and the Army Re-                                                       of parallel implementations until
 search Laboratory.                                                                  pricing adjusts.

    Today, Third-Order operates a                                                    100 Gb/s Modulator
 fully functional organic synthesis and
 thin-films laboratory that contains        40Gb/s and 100Gb/s modulator             The purpose of the modulator device
 state-of-the-art equipment to produce      markets.                                 in data communications systems is
 next-generation fiber-optic organic                                                 identical to that of telecommunica-
 materials.                                 40 Gb/s Modulator                        tions systems. The key differences be-
                                                                                     tween telecom and datacom
 TECHNOLOGY                                 One major system under develop-          applications is the distance the optical
                                            ment is the 40Gb/s telecom modula-       signal must travel (telecom typically
 In 2006, Third-Order demonstrated          tor. Today’s telecom systems operate     requires 10’s of kilometers while dat-
 the efficiency and stability of its        at 10Gb/s and therefore require the      acom typically requires only 10’s of
 third-generation material platform.        modulator to accurately turn the light   meters) and the cost of the optical in-
 One of its next generation molecules       signal on and off at more than 10 bil-   terface devices (telecom typically re-
 was independently verified to be ap-       lion times per second. The next-gen-     quires pricing in the order of a few
 proximately 650% better than com-          eration telecom network speed is         thousand dollars for the optical trans-
 petitive molecular designs.                expected to increase by a factor of 4    mission function while datacom re-
 Subsequently, thermal stability was        (to 40Gb/s) while the cost increases     quires pricing in the hundred dollar
 demonstrated in its core material base     by no more than a factor of 2.5. The     range). In addition, the volume of
 of approximately 350°C, well above         introduction of Third-Order’s stable,    optical components required to sup-
 the 300°C necessary for vertical inte-     high-speed polymer materials appear      port datacom applications is signifi-
 gration into semiconductor manufac-        uniquely positioned to support both      cantly greater than that required to
 turing processes.                          the speed and economics necessary to     support telecom applications. Be-
                                            enable telecom networks to upgrade       cause datacom signals travel far
    Following these breakthrough in-        to 40Gb/s.                               shorter distances, consequently re-
 novations, the company partnered                                                    quiring far lower optical power levels,
 with Photon-X, the preeminent poly-           Despite the high demand for           the data speed can be increased to
 mer wave-guide manufacturer in the         greater bandwidth, the migration         100Gb/s without incurring the signal
 world, in order to produce key prod-       from 10Gb/s to 40Gb/s has not yet        degradation effects seen in higher
 ucts in specific military and civilian     been implemented on a large scale        power, longer distance telecom net-
 telecommunication markets.                 due to excessive cost at 40Gb/s. Ac-     works.
                                            cording to JDS Uniphase, the current
    The engineering involved in the         state of 40Gb/s versus 10Gb/s is at         Today’s datacom systems operate
 production and manufacturing of            a similar stage in the market as when    at 10Gb/s and often employ an infor-
 these initial products overlaps with its   10Gb/s was introduced versus             mation movement and management
 primary objective, the emerging            2.5Gb/s. Support exists for a new        protocol called Ethernet and is often

February 16, 2007                                                                                                     Page 3
               Spot Report
 expressed as 10GbE. The next-gener-                                                nies including Lockheed-Martin, Bell
 ation datacom network speed will                                                   Laboratories, Corning, Siemens,
 likely increase to 100Gb/s. Third-                                                 DuPont and Hoechst-Celanese all had
 Order’s stable, high speed polymer                                                 major EO polymer development pro-
 materials appear to be uniquely posi-                                              grams in place to capitalize on the
 tioned to support the speed, eco-                                                  seemingly unlimited number of com-
 nomic, and mass-commercialization                                                  mercial applications.
 scale-up necessary to enable datacom
 networks to upgrade to 100Gb/s and                                                   Despite the huge market potential
 100GbE.                                                                            and the collective billions of dollars
                                                                                    spent on research and development
 INTELLECTUAL PROPERTY                                                              over the years, the industry was never
                                                                                    able to solve the problem of stability.
                                           a design strategy known as Totally In-
 The company holds one patent and                                                   Simply put, as polymers became more
                                           tegrated Material Engineering. These
 has five others pending in the field of                                            powerful, their stability decreased.
                                           integration structures provide for the
 EO polymer design.                                                                 Therefore, it became a delicate bal-
                                           wrapping of the core molecule in
                                                                                    ancing act between having polymers
                                           sterically hindering groups giving
    Three of these patents cover hete-                                              with high performance versus poly-
                                           maximum protection to the molecule
 rocyclical anti-aromatic electronic                                                mers with sufficient stability.
                                           from environmental threats and from
 conductive pathways, which are the
                                           microscopic aggregation, a major
 heart of the company’s high-perfor-                                                   Third-Order undertook a radical
                                           cause of performance degradation
 mance, high-stability molecular de-                                                departure from conventional Bond
                                           and optical loss within a minimal mo-
 signs. The completely heterocyclical                                               Length Alternation (BLA) polymer
                                           lecular volume. These structures also
 nature of Third-Order’s molecular                                                  science and, as a result, appears to
                                           provide for the integration of poly-
 designs lock conjugative atomic or-                                                have solved the stability issue sur-
                                           merizable groups for integration of
 bitals into a planar configuration,                                                rounding EO polymer. BLA theories
                                           materials into a highly stable cross-
 providing for improved electronic                                                  were the traditional, industry-ac-
                                           linked material matrix.
 conduction, and are significantly less                                             cepted method to create EO active
 reactive to environmental threats (e.g.                                            polymers. An EO active polymer is
                                           THE OPPORTUNITY
 thermal, chemical, photochemical,                                                  stretched to increase its performance.
 etc.) than the current bond alternat-                                              Third-Order founder Frederick J.
                                           Polymers have been around for over
 ing design paradigm employed by all                                                Goetz took a novel approach to this
                                           20 years as the state-of-the-art tech-
 competitive EO polymers. The anti-                                                 challenge, and instead of taking an
                                           nology that enabled communication
 aromatic nature of these structures                                                EO active polymer and trying to
                                           and computation via photons, not
 dramatically improves the zwitteri-                                                make it stable, he took a fundamen-
                                           electrons. Because polymers are
 onic-aromatic push-pull of the sys-                                                tally stable polymer and made it EO
                                           smaller, faster, cheaper, and have
 tems, providing for low energy charge                                              active.
                                           lower power requirements than EO
 transfer. Low energy charge transfer
                                           crystals, they represented a potential
 is extremely important for the pro-                                                   In addition to its demonstrated
                                           paradigm shift in the market attract-
 duction of high EO (nonlinear optic)                                               molecular stability, Third-Order’s mo-
                                           ing industry players ranging from the
 character.                                                                         lecular design outperforms one of
                                           smallest start-up to mature blue-chip
                                                                                    the industry's highest performance
                                           international conglomerates. In fact,
   Other patents cover revolutionary                                                EO systems by a factor as high as
                                           during the 1980’s and 1990’s, compa-
 material integration structures under                                              650%. The company’s technology is

Page 4                                                                                                February 16, 2007
                 Spot Report
 also highly scalable and is signifi-             Packaging for lithium niobate             casted by Triple Play Communica-
 cantly less expensive to manufacture          tends to be the biggest cost driver of       tions. Third-Order has performed
 than competing technologies. Poten-           the finished product. The packaging          sensitivity analysis to forecast top-line
 tial applications include broadband           is expensive because the crystal is          revenues, gross margins and net earn-
 communications, high speed comput-            very susceptible to moisture and a va-       ings assuming a 30% market share,
 ing, biomedical imaging/diagnostics,          riety of environmental conditions. It        50% market share, and 70% market
 and security/defense.                         is also chemically reactive and builds       share. The company is assuming net
                                               excess static electricity, which is diffi-   margins of 20%. In addition, it is
 COST ADVANTAGES                               cult to discharge. As such, the crystal      forecasting corporate overhead ex-
                                               must be put in a very stable package         pense of approximately $600,000 per
 The company’s proprietary EO poly-            which is made out of Kovar, a special        quarter, growing by 2.5% annually.
 mers have demonstrated greater sta-           type of stainless steel. It is gold-
 bility and higher performance than            plated for conductivity with very ex-           Management believes that it will
 leading competitive technologies, but         pensive radio frequency inputs, along        require $4 million in additional fund-
 they are also much less expensive to          with special types of fiber that go in       ing over the next 12 to 24 months. It
 produce. The leading competitive              and out, and it has to be sealed air-        intends to do a $5 million offering
 material for telecommunications is            tight. Finally, the lid must be laser-       once the company has been upgraded
 lithium niobate, which was the cata-          welded onto the package and then             to the Bulletin Board. In its financial
 lyst behind the telecom and Internet          rechecked to make sure it is airtight.       forecast, the company plans to issue
 boom of the late 1990’s.                      The packaging alone is likely to cost        2.5 million common shares each quar-
                                               between $1,000 and $2,000 depending          ter during 2007 to meet its funding
     Lithium niobate is very labor in-         on the application. When you take            requirements, and 500,000 common
 tensive and expensive to produce. It          into account the $800 to $1,000 cost         shares per quarter beginning 2008
 is a single crystal material that is diffi-   of the chip, the average unit cost is        through 2011.
 cult to make into anything that has           approximately $2,500 equating to a
 larger than a three or four inch diam-        $5,000 price tag (assuming a 50%             MANAGEMENT
 eter, as opposed to silicon, that is          gross margin). As way of compari-
 much less constraining. Even before           son, Third-Order’s material is signifi-      Ronald R. Genova, CEO
 the fabrication process, the wafers           cantly smaller and virtually resistant       A seasoned veteran within the EO in-
 cost several hundred dollars. Accord-         to moisture and other environmental          dustry, Ron Genova is the founder of
 ing to management, from the fabrica-          effects, resulting in less than $100         a successful executive consulting
 tion process, through the yield               packaging cost, for a total production       practice engaged in high technology
 process, and finally separating the           cost of less than $200 per unit. These       industries. Genova’s consulting prac-
 material into individual slivers or           economic factors offer the opportu-          tice has guided clients whose devel-
 dyes, the fully allocated chip cost for       nity to displace competitive compo-          opment focus ranges from optical
 lithium niobate is between $800 and           nents at lower price points and still        and RF technology to precision phar-
 $1,000 excluding packaging costs. As          generate substantial profit.                 maceutical fluidic controls. In his ca-
 way of comparison, Third-Order’s                                                           pacity as interim CEO, Genova
 materials are plastics, with no unique        FINANCIAL PROJECTIONS                        provides strategic guidance and man-
 or special ingredients. As a result, the                                                   agerial disciplines for Third-Order as
 company’s completed chip dye, with               Financial projections are for the         it completes initial EO material devel-
 greater functionality, is expected to         period 2007 through 2011. The out-           opment and embarks the critical
 have a fully allocated cost of approxi-       look is based exclusively on the 40Gb        product realization and commercial
 mately $100.                                  optical modulator market as fore-            introduction phases.

February 16, 2007                                                                                                             Page 5
               Spot Report
                                                                                    Grounds where he helped to design
                                                                                    and implement computer interfaces
                                                                                    for composite analyses. At that time
                                                                                    he joined Third-Order Nanotech-
                                                                                    nologies as financial manager and was
                                                                                    responsible for day-to-day administra-
                                                                                    tive duties. Ashton was instrumental
                                                                                    in securing government funding,
                                                                                    Third-Order’s sole financial source,
                                                                                    until 2003.

                                           Frederick J. Goetz, Jr., President,
                                           The driving force behind many of the
                                           technical advancements of Third-
                                           Order, Fred Goetz, Jr. is the com-
                                           pany’s expert in the coding and
                                           operation of molecular orbital
                                           (quantum mechanical) and electro-
    A former Vice President and Gen-
                                           static simulation software for NLO
 eral Manager of JDSU’s Telecom Op-
                                           materials development. Goetz has pi-
 tical Modules business unit, Genova
                                           oneered novel methods for high
 also brings over 25 years of executive
                                           yielding molecular synthesis of ring-
 management and advanced optical
                                           locked, organic structures. Together
 technology development experience
                                           with his father, he aids in the devel-
 from his tenure with Bell Labs/Lu-
                                           opment of novel molecular designs
 cent Technologies, a company that
                                           and quantum mechanical interpreta-
 has produced some of the most im-
                                           tion at the company. Goetz began his
 portant and groundbreaking research
                                           career at Lawrence Berkeley Labora-      Dr. C.C. Teng, Chief Engineer
 in EO plastics, as well as former pres-
                                           tory and the Army Research Labora-       C.C. Teng is a well-recognized indus-
 ident of Optical Crosslinks, a com-
                                           tory on Aberdeen Proving Grounds         try expert who has spent over twenty
 pany singularly focused on high
                                           in particle physics and sensor devel-    years working with high-speed poly-
 performance polymer optical solu-
                                           opment.                                  mer components, such as high-speed
 tions. He is a senior member of
 IEEE and personally holds several                                                  modulators, and processing technol-
                                           Andrew J. Ashton, Executive Vice         ogy. Teng earned his Ph.D. from the
 patents ranging from telecommunica-
                                           President, Director                      University of Pennsylvania in 1983
 tions to pharmaceutical instrumenta-
                                           Andrew Ashton began his scientific       and subsequently spent 14 years at
                                           career in 1998 at the Army Research      Hoechst-Celanese pioneering EO
                                           Laboratory on the Aberdeen Proving       polymer research. His subsequent po-

Page 6                                                                                               February 16, 2007
               Spot Report
 sitions led him towards working with      Risks
 developmental stage companies such
                                                                                        This spot report is based upon information

 as MicroOptics and PhotonX. In            The market for telecommunication de-         provided by management of Third-Order Nan-
 1991, Teng completed his develop-         vices is very competitive, and the inten-    otechnologies, Inc.. The information is not in-
 ment of the world’s first 40Ghz poly-     sity of the competition may increase as
 mer modulator.
                                                                                        tended to be and shall not constitute, an offer
                                           bandwidth needs increase. Many of
                                           Third-Order’s competitors have greater
                                                                                        to sell or solicitation of any offer to buy any

    Teng is the co-creator of the Teng-    financial, technical, research, marketing,
                                                                                        security. It is intended for information only

 Man Test, a benchmark for polymer         sales and distribution resources. There’s
                                                                                        and to increase awareness of Third-Order Nan-

 testing that is recognized industry-      always the chance that some competi-
                                                                                        otechnologies, Inc.’s services. Safe Harbor
 wide. He currently holds more than        tors may offer broader product lines         Statement: The statements in this document
 20 patents and has published several      and have greater name recognition, and
 technical papers.
                                                                                        relating to future product availability, collabo-
                                           may offer discounts as a competitive
                                           tactic, forcing intense pricing pressure.
                                                                                        ration and partnership and positive direction

 Dr. Frederick J. Goetz, Founder,          Moreover, competitors may develop or
                                                                                        are forward-looking statements within the

 Chief Scientist                           market technologies or products that
                                                                                        meaning of the Private Securities Litigation

 Frederick J. Goetz has dedicated his      are more effective or more commer-
                                                                                        Reform Act of 1995. Some or all of the as-

 life to the advancement of EOs.           cially attractive than the company’s fu-     pects anticipated by these forward-looking
 Throughout his lauded career, he has      ture products, or that may render its        statements may not, in fact, occur. Factors
 led material development groups at        technologies or products less competi-
 such leading companies as American        tive or obsolete.
                                                                                        that could cause or contribute to such differ-

 Color and Chemical Corporation,
                                                                                        ences include, but are not limited to, contrac-

 Hooker Chemical and Plastics, Occi-          Since the company has not generated
                                                                                        tual difficulties, demand for Third-Order

 dental Petroleum, Occidental Chemi-       any revenue, Third-Order is dependent
                                                                                        Nanotechnologies, Inc.’s products, the future

 cal, DuPont Experimental Station,         on continued financing from outside in-      market price of Third-Order Nanotechnologies,
 Pennwalt, and Atochem North Amer-         vestors due to recurring operating           Inc. common stock and the Company’s ability
 ica, where he established a specialized   losses. The company may need to raise
 EOs program.                              additional capital in order to commer-
                                                                                        to obtain necessary future financing. EQUITIES

                                           cialize its technology as well as to meet
                                                                                        Magazine was paid $3,500 by Third-Order

    An industry-wide recognized ex-        general working capital requirements.
                                                                                        Nanotechnologies, Inc. to write this spot re-

 pert in polyheterocyclic organic          Capital may be raised through further
                                                                                        port. Before investing in any security, you are

 chemistry, Goetz’s highly distin-         sales of equity securities, which may re-    strongly advised to review all public filings of
 guished career began at American          sult in dilution of shares.                  the issuer of such security, which can be
 Aniline Products, where he served as
 a research project team leader. Goetz
                                                                                        found at, as well as the warn-

 founded Third-Order Nanotechnolo-
                                                                                        ings published by the Securities and Exchange

 gies in 1991, with the belief that his
                                                                                        Commission at

 vision could revolutionize industries

 dependant upon EO polymers and
 advance the telecommunications in-

February 16, 2007                                                                                                                Page 7
                Spot Report
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