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					Capital Partners Group
 (www.Capital-Partners.co.uk)
                                                                                        IMPORTANT NOTICE

The information in this presentation which does not purport to be comprehensive, has been provided by Capital Partners Group Limited (“the Company). It is being delivered for information
purposes only to a limited number of parties. Neither the Company nor any of its connected persons accept any liability or responsibility for the accuracy or completeness of, nor make any
representations or warranty, express or implied, with respect to, the information contained in this presentation or on which this presentation is based or any other information or representations
(whether written or oral) supplied or made in connection with any negotiations for the provision of financing to the Company or as to the reasonableness of any projections which this presentation
contains, and any such liability or responsibility is expressly disclaimed.

The information contained in this presentation is confidential and the property of the Company, which reserves the right to require the return of the presentation (together with any copies or
extracts thereof) at any time. By acceptance hereof, you agree that neither you nor any of your agents, representatives, directors or employees will copy, reproduce or distribute to others this
presentation, in whole or in part, at any time without prior written consent from the Company and this presentation and any further confidential information made available to you will he held in
complete confidence and documents containing such information may not be used or disclosed without the prior written consent of the Company.

This presentation is not intended to form the basis of any investment decision and should not be considered as a recommendation by the Company or any of its connected persons to any
recipient of this presentation in relation to the provision of financing to the Company. Any final agreements entered into by the Company will not include any representation or warranty in respect
of this presentation. Each person to whom this presentation is made available by the Company must make its own independent assessment of the Company after making such investigation as it
deems necessary in order to determine its interest in providing financing to the Company. No person has been authorised to give any information not contained in this presentation or to give any
representation or warranty. Only those particular representations and warranties which maybe made in a definitive written agreement, when and if such is executed, and subject to such limitations
and restrictions as may be specified in such agreements, shall have any legal effect.

Nothing in this presentation is, or should be relied upon as, a promise or representation as to the future. In furnishing this presentation, none of the Company nor any of its connected persons
undertake to provide the recipient with access to any additional information or to update this presentation or to correct any inaccuracies therein which may become apparent The Company
reserves the right to negotiate with one or more prospective providers of finance at any time and to enter into definitive agreements in relation to financing or any other transaction related to the
Company without prior notice to the recipient or any other party. The Company reserves the right, in its absolute discretion, without explanation and without prior notice to change the procedure
for negotiation of financing and to terminate discussions and delivery of information at any time before the signing of any definitive financing agreement. In no event may a claim be made against
the Company nor any of its connected persons nor any of their agents or employees as a result of any such change or termination.

This presentation does not constitute an offer or invitation for the sale of securities or of any interest therein. This presentation does not and is not intended to form the basis of any contract for
the provision of financing to the Company. Except as otherwise indicated, this document speaks as of the date of issue. Neither the delivery nor the fact that any financing may be provided by the
recipient shall under any circumstances create any implication that there has been no change in the affairs of the Company or any of its subsidiaries or affiliates since the date hereof.

In this notice, “connected person” means the Company, its shareholders, subsidiaries, subsidiary undertakings and affiliates and the respective directors, officers, employees and agents thereof.




                                                                                                    2
                                        Organizational Structure-Summary
Capital Partners Group (CPG) is divided by function into 3 main divisions: a Venture
Capital Division, an Investment Banking Division and an Asset Management Division,
and by region between the Americas, Europe and Asia.

                Division by Function                                                Division by Region

                               CPG
                              Limited                                                        CPG
                                                                                            Limited



      Capital Partners     Capital Partners   Capital Partners
      Venture Capital        Investment       Asset & Wealth
          (CPVC)                Bank           Management
                               (CPIB)
                                                  (CPAM)             Capital Partners   Capital Partners   Capital Partners
                                                                      America LLC       Europe Limited           Asia
       Incubation                                                                            (CPE)
                                                                          (CPA)                                 (CPA)
    Pre-Venture Capital
                          Corporate Finance      Asset Mgt                USA              Europe               Asia
       Venture Capital
                            Capital Markets      Wealth Mgt




                                                                 3
                                  Executive Summary-Venture Capital
Capital Partners Venture Capital model brings together a new entrepreneurial model
for start-ups covering the entire venture life cycle (from incubation to funding).
•   Capital Partners Venture Capital is a post-bubble firm launched after the collapse of the stocks markets in March 2000.
    Capital Partners Ventures (www.CapitalPartnersVentures.com) is part of Capital Partners Group, which is authorised and
    regulated by the Financial Services Authority (FSA) in the UK.

•   Capital Partners Venture Capital Division became the first part of the group to develop around a new entrepreneurial model
    bringing together new technologies, a low cost (virtual) operational model and a very hands-on approach.

•   Our life cycle approach covers our own Incubation Services, our pre-Venture Capital Investment Division and our Private
    Equity Services (through Capital Partners Private Equity Ltd).

•   The firm has attracted and collaborated with a group of senior, highly experienced venture capitalists, investment
    professionals and technologists from world class firms, most of them at Chairman, CEO, or Director level.

•   Capital Partners Venture Capital believes that the current market environment presents significant opportunities rather than
    threats. Further consolidation and restructuring will take place in the technology marketplace and a more sophisticated and
    experienced investment approach will be required.

•   Capital Partners Venture Capital combines the best of the investment, advisory and technology worlds: experienced
    investment knowledge from its Venture Capital team; seasoned advisory and restructuring expertise from its Investment
    Banking partners and a clear and deep understanding of technology waves and breakthroughs. All this, with a “lean and
    mean” mentality.
                                                                 4
                     Executive Summary-Investment Banking
Capital Partners Investment Bank focuses on transactions which are below the radar
of large bulge bracket investment banks.
    Capital Partners Investment Bank (which comprises a Corporate Finance arm and a Capital Markets arm) focuses
     on mid-market transactions which are usually uneconomical for large investment banks. We bring a group of
     experienced Investment Bankers together with leading online platforms.
    Our Corporate Finance and Capital Markets arms (Capital Partners Corporate Finance and Capital Partners
     Securities) are FSA regulated. Capital Partners provides high quality advice to small & mid-market clients
     leveraging our strong delivery capabilities. Capital Partners Investment Bank can act in several stock exchanges
     including the London Stock Exchange (and AIM), PLUS Markets Exchange, Sharemark, the Hong Kong Stock
     Exchange, OTCBB and others either as member firm of these exchanges or through its joint-ventures local offices.
    Capital Partners Investment Bank (www.CapitalPartnersSecurities.co.uk) focuses on providing advice in areas
     such as Mergers & Acquisitions (M&A), Private Placements, IPOs, Turnaround & Restructuring and Financial &
     Corporate Strategy.
    Capital Partners Investment Bank brings a wide range of online tools targeted to manage deals and clients (i.e.
     online calendar, forums, tracking tools, news, research, documentation filing tools (e-dataroom), online project-task
     manager, online contact list) all within a secure and password protected environment.
    Capital Partners Investment Bank also counts with a number of online trading platforms such as its own proprietary
     bond and equity trading facilities (BondsExchange.com and eOfferings.com), which have been launched to tackle
     current structural issues such as servicing, allocation-pricing, transacting-tracking and research in a more cost-
     effective and user driven environment for fixed income and equity offerings.
    Capital Partners Investment Bank has global capabilities with local knowledge, delivered through an outstanding
     team of Investment Bankers all trained at leading word-class Investment Banks such as JP Morgan, Credit Suisse,
     Lazard, Dresdner Kleinwort and others                  5
                  Executive Summary-Wealth Management
Capital Partners Wealth Management focuses on high net worth (HNW) individuals
through our robust distribution platform and our personalised services.
    Capital Partners Wealth Management (CPWM) focused primarily in the top end of the mass affluent
     segment and in the high net worth individuals seeking for highly personalised services while combining the
     strengths of our unique distribution and trading platforms.

    Capital Partners represented through Capital Wealth Management Group plc (www.capitalwmg.com).

    Our services are being launched as we are completing all the agreements and operational contracts with
     appropriate parties.

    CPWM is led by Antoine Bordelais who is a leading figure in the Wealth Management sector in the UK. He
     was the former CEO of Credit Suisse Personal Finance in the UK, former Managing Director of UBS Wealth
     Management (two of the world’s leading private bankers and wealth managers) and former Member of the
     Global Executive Committee of American Express Bank.

    Our competitive advantages are around our differentiated business model combining the best of the
     traditional private banking with the unique technology solutions of the new breed of wealth managers.


                                                        6
                   Executive Summary-Asset Management
Capital Partners Asset Management focuses on distribution of our own equity funds
(including our synthetic hedge fund and our swap fund).
      Our Asset Management arm is targeted at investors which are looking for innovative financial
       instruments and also to introduce Capital Partners Asset Management, which aims to become
       a leading independent advisor for institutional investors interested in this region.


      BRICs are beyond all doubt the fastest growing markets globally. While BRICs are still
       categorized as an emerging market, they are steadily establishing its derivatives and IPOs
       markets, BRICs still offers interesting opportunities for investors seeking high risk-high reward
       investments.


      Net private capital flows in this region have increased strongly and are expected to remain
       positive in an environment of improved fundamentals. Prospects for continued strong growth in
       BRICs economies is part of the impetus behind these flows.




                                                     7
Venture Capital Division
                                                                              Our Approach
    Capital Partners’ Venture Division has developed a new business model based
    on a hybrid incubation-classical entrepreneurial support network.

•   Capital Partners Venture Capital (CPV) supports exceptional entrepreneurs with outstanding ideas
    through robust and proven business models.


•   CPV also supports new ideas and projects since its concept stage up to its deployment phase.
    Sometimes, these new ventures and projects are nurtured and incubated within CPV.


•   CPV will seek to obtain venture capital-like returns with a lower risk profile by directly investing in
    equity securities issued by new and developing businesses that:


     •   Participate in fast growing technologies;
     •   Can take a share of under-developed markets;
     •   Would be attractive to strategic partners to minimise CPV’s exposure and to reduce the
         development, operational and marketing costs
                                                        9
                                                                          Our Approach
    This new model has also an opportunistic angle by supporting ventures where
    our virtual operational and business development models are well suited.

•   Capital Partners Ventures (CPV) will in some cases support opportunities that may seem a “copycat
    project”, but where it can differentiate through a niche target strategy, channel partnerships to
    reduce marketing costs, and a virtual and low cost operational model.


•   Our channel partners are usually off-line players lacking a technology platform that can be provided
    by our backed ventures. In this way, the relationship becomes a win-win, by reducing costs (through
    the virtual sales team) and by bringing new revenue streams.


•   By having technology capabilities, Capital Partners Ventures can support its incubated ventures not
    just from the managerial and strategy perspective but also from the technology point of view.


•   Capital Partners Ventures will also look at opportunistic deals derived from ventures and models that
    have failed due to factors where we have a competitive advantage such as operational costs or
    required development investment.
                                                    10
                                                              Our Approach
Capital Partners can assist new ventures throughout the entire life cycle: from its
inception as an idea (incubation services), its start-up funding needs (private equity
services), to its development and funding exit strategy (venture capital services).


      Seed Funding       Start-up Funding        Development Funding




             Incubation          Pre-VC Funding        Venture Capital
                                                       Private Equity


              KIC            Capital Partners        Capital Partners
                                Ventures            Private Equity Ltd




                                            11
                                                            Our Approach
Our work covers different type of ventures depending on the sources and partners
involved. We are involved in external independent ventures (Inter-Ventures), internal
ventures (Intra-Ventures) and external company ventures (Corporate-Ventures).




                   Venture Investment Classification
                              Inter-Ventures

                              Intra-Ventures

                              Corporate-Ventures




                                           12
                                                                                                                     Our Approach
                                                                                      Capital Partners Group Ltd has developed a distinctive investment management process




                      •   Source                             •   Select and                       •     Manage and
                          opportunities                          support                                create value                                          •      Exit


      Typical              •   Receive and screen                    •   Perform formal                      •    Participate in board of    •       Exit investment,
•   activities of              business plans                            accounting, legal,                       directors meetings                 sometimes
    private equity/        •   Obtain some referrals                     and tax due                         •    Establish contacts,                without analysing
    venture capital        •   Participate as co-                        diligence                                make introductions to              long-term
                               investors in other funds              •   Acquire equity                           vendors                            implications for
                                                                                                                                                     the company

•   Capital                •   Utilize proprietary network           •   Analyse the opportunities           •    Play an activist role in       •   Pursue 2 primary exit
    Partners                   consisting of financial                   using a clear set of                     the portfolio                      options
    Group’s                    institutions, consulting                  investment criteria                      companies,                         •   Put option to sell to
    distinctive                firms, and key local                  •   Focus on opportunities                   leveraging                             strategic partners or
    approach                   individuals to source                     where an activist role                   relationships with                     incumbents
                               investment opportunities                  approach would add                       strategic partners                 •   Trade sale to third party-
                           •   Develop in-house                          significant value                                                               external strategic
                               concepts                              •   Fully fund those in-house                                                       investors
                           •   Proactively identify                      concepts that pass the acid
                               opportunities                             tests




     Impact                •   Source better deals               •       Rapidly make a “go/no           •       Substantially increase •    Successfully exit
                                                                         go” decision                            the value of                from the
                                                                             13                                  investments                 investments
                                                                                          Our People
Capital Partners’ Venture Division has attracted and collaborated with a group of
talented individuals (a sample of some of our VC team is listed below).


  • Robert Bowen has been actively involved investing in the markets for several years with an emphasis on the small
    cap sector in particular.. He has previously worked for Charles Stanley PLC in the City as well as Management
    Consultants Towers Perrin. He has a BA(hons) degree in Economics and Business with East European Studies
    from University College London (UCL) and attained an MSc in European Political Economy at the London School
    of Economics (LSE).



  • Kalam Ali is an experienced Venture Partner. Prior to joining Capital Partners, he worked with Innovator Capital
    assisting early to developed stage technology, media and biomedical clients navigate financial markets. He also
    previously worked on financial sector projects in emerging markets at a capital markets consultancy. Kalam holds
    a Masters in Business and IT from Aston Business School, a BSc in Biomedical Sciences and is an Associate of
    the Securities and Investment Institute.




                                                           14
                                                                        Our Portfolio
Capital Partners is incubating a portfolio of internal ventures in which it has equity
control.



                  eOfferings.com




                   Private-Exchanges.com
                                           Businesses-Exchanges.com
                   BondsExchange.com
                                             Jobs4Consultants.com

                   VideophoneShop.com             Latinos.co.uk




                                             15
                                                               Our Portfolio
Capital Partners’ Venture Division has obtained equity participation in external
ventures in which we have been involved assisting them with their strategies.




                                           16
                                                              Our Portfolio
…and we have also worked with several external clients assisting them with their start-
up and development fund raising strategies.




                                          17
                          Our Funding/Operational Capabilities
Incubation Services: Capital Partners is a founding (and voting) member of an
 incubator which is a JV with a leading University.


• The rationale is to leverage very early stage R&D opportunities generated by this University. However
  the model has been extended to external ventures looking for incubation services.


• The incubator is a member of the National Business Angel Centre (which is a shareholder in it) and
  which provides it with access to an extensive network of angel investors.


• Capital Partners Group expects to use it as the first stage of its life cycle model, for clients and
  ventures which are at a very early stage and usually looking for very small financing.


• The model can be replicated to other universities which are orphans (without incubation facilities) and it
  could also serve as a step-stone for the development of Intellectual Property model derived from
  Universities’ academic departments.

                                                       18
                         Our Funding/Operational Capabilities
Pre-VC Services: Capital Partners Ventures has developed a very strong angel
finance (pre-VC) offering for entrepreneurs looking for finance.


• Capital Partners Ventures (www.CapitalPartnersVentures.com) is a leading provider of pre-VC funding
  in the United Kingdom.

• We have also a list of VC partner firms, which bring additional sources of pre-VC to our ventures.

• Similarly our deal-flow in this space is approximately 100 deals per month (and growing), which allows
  us to filter those opportunities which look more promising for angel funding.

• Some of our forthcoming plans include the launch of an pre-VC listed Vehicle leveraging the appetite
  from retail investors and the difficulties faced by the current institutionalised VC model.

• Similarly, we expect to continue increasing our pre-VC network by developing innovative recruitment
  initiatives.

• Finally, we also intend to continue increasing our deal-flow, by collaborating with several key
  entrepreneurial networks in the UK.

                                                      19
                         Our Funding/Operational Capabilities
VC Services: Capital Partners Europe provides access to several leading Venture
 Capital and Private Equity Houses in the UK as partner firms.



• Capital Partners has strong connections to several leading Venture Capitalists in the UK and the US.
  Capital Partners Private Equity Ltd (the Private Equity arm, www.CapitalPartners-PrivateEquity.com),
  provides an insightful view of this sector.


• We have a trusted partner status with several firms, which gives us a privilege access to funding
  partners to review business plans and opportunities referred by us.


• Our intention in the future is to leverage our existing deal-flow, our experienced people and our
  understanding of the marketplace to raise our own fund and become a principal investor.




                                                     20
                                                                   Strategic Outlook
In summary, there is significant value in our Venture Capital Division’s business
 model as we have built equity stakes in several ventures as well as a revenue
 stream from retained clients.


• Across the group, Capital Partners is involved in a significant number of ventures now (internal and
  external) and our existing deal-flow continues to increase.


• Most of the ventures backed by Capital Partners are fully operational. Therefore, we are not talking
  about a paper strategy, but about products and services that can be tested and used now.


• We expect to continue investing in new internal ventures and services as our model develops.


• For external clients seeking assistance with their financial strategies, we have developed a sustainable
  revenue model from an increasing list of clients that have retained us to assist them with their funding
  needs.

                                                     21
Investment Banking Division
                                                                                 Our Proposition
Capital Partners Investment Bank focuses on transactions, which are usually below
the radar of large Investment Banks.
    Capital Partners Securities (www.CapitalPartnersSecurities.co.uk) focuses on transactions which are usually
     uneconomical for large Investment Banks. Capital Partners Securities can currently assist with IPOs in a number
     of leading Global Stock Exchanges including the London Stock Exchange, PLUS Markets Exchange, the Hong
     Kong Stock Exchange and others.

    Capital Partners Corporate Finance and Capital PartnersSecurities (which comprises a Corporate Finance
     Advisory arm and a Capital Markets arm) has attracted highly visible and credible Senior Investment Bankers from
     world class firms including former Managing Directors, Directors and VPs from leading Investment banks.

    Our Corporate Advisory Arm and Capital Markets arms are regulated by the FSA and has a group of online
     secure and private tools aimed at managing deals and clients such as our virtual data-room, online documentation
     filing, e-calendars for roadshows, forums, newsletter, online project management, etc.

    Our Capital Markets Arm brings a group of online platforms (usually provided by larger banks to more affluent
     clients) called our Balance Sheet Solution Suite to address our clients needs in the Assets, Liability and Equity
     offerings markets.

    These platforms (100% controlled by Capital Partners) are:
       Assets (www.Private-Exchanges.com for Assets Disposal and Asset Restructuring),
       Liabilities (www.BondsExchange.com for Fixed Income offerings and distressed liabilities)
       Equities (www.eOfferings.com for new and secondary equity offerings
                                                             23
                                                                                       Our Proposition
Capital Partners offers a broad portfolio of services for companies
    Mergers & Acquisitions (M&A), Alliances and Joint Ventures
         Provides advisory services on take-overs, acquisitions, mergers and disposals as well as assistance in seeking
         strategic partners or looking for acquisition targets
    Corporate Strategy and Financial Advisory
         Assists clients in need of establishing their direction and vision with strategic analysis, as well as the development and
         implementation of a strategic and financial plans
    Initial Public Offerings (IPO)
            We can assist in London Stock Exchange’s main market and AIM listings and in PLUS Markets Exchange in
            London. Capital Partners is also member of Sharemark’s Advisory Network allowing us to trade shares in this
            platform. Capital Partners has also its own proprietary platform called eOfferings.com.
    Private Placements
           Assists companies to raise funds from corporate, financial and institutional investors
    MBO/MBI/LBO
         Provides guidance to management teams and investors through structuring, negotiating and executing their
         Management Buy-Outs (MBO), Management Buy-Ins (MBI), Leveraged Buy-Outs (LBO); CPA can be of further
         assistance in identifying and bringing in new management for a specific opportunity
    Strategic Venturing
           Has a unique approach to strategic venturing, combining strategic advice on organic growth and M&A transactions
           with the involvement of strategic partners to help high growth companies become market leaders in their sectors
    Turnaround & Restructuring
          Helps firms in distressed situations or undergoing a restructuring process can gain access solutions to the
          restructuring of their balance sheets and assisting in obtaining fresh capital


                                                                24
                                              Our Global Network


                                     


          
                                                




 = Offices: Los Angeles, London, Hong Kong
*




                                         25
                                               Recent Transactions
       AIM                    PLUS                   PLUS
Global Satria Group         Seven Arts          Worldwide Natural
                            Pictures Plc         Resources Plc

        £10m                                                               PLUS
                          Capital Partners      Capital Partners is
 Private Placement      Securities is acting       Stockbroker&         China CDM
Nominated Broker in      as Stockbroker in      Corporate Adviser     Exchange Centre
 future IPO in AIM         PLUS Markets          in PLUS Markets            Ltd

                                                                      Capital Partners is
                                                                         Stockbroker&
                                                                      Corporate Adviser
       AIM                                                             in PLUS Markets
                            PLUS                     PLUS
White Star Property     Unique Fidelity            Suretrack
  Holdings Plc          Engineering Ltd          Monitoring Plc


 Capital Partners                               Capital Partners is
Securities is acting    Capital Partners           Stockbroker&
  as Nominated         Securities is acting     Corporate Adviser
Stockbroker in AIM      as Stockbroker           in PLUS Markets




                                      26
                             Recent Transactions

                          EncounterCare
     N-Visio               Solutions Inc
   (2006-2007)                (2007)

                             US$13m


                                             Wadja Media Ltd
Financial Advisor        Private Placement
                                             Capital Partners is
                                                 acting as
                                             Corporate Adviser
                                               in its Private
                                                Placement
                                                    €5m
 Global Sealand
Development Ltd              Advantel        Private Placement
  (2006-2007)

      €3m




Private Placement        Financial Advisor


                    27
                                                          Recent Transactions

Kingstreet Media                    Travel 24 AG                Wapme Systems AG
   Group Plc                           (2005)                        (2005)
     (2005)

     £40m                              €3.6m                            €4.6m


Private Placement              Private Placement                   Private Placement




                    C&G Ships Ltd                       Advantel
                       (2005)                            (2004)


                      US$25m                            US$10m


               Private Placement                    Private Placement

                                                   28
                                                          Recent Transactions

Kingstreet Media                    Travel 24 AG                Wapme Systems AG
   Group Plc                           (2005)                        (2005)
     (2005)

     £40m                              €3.6m                            €4.6m


Private Placement              Private Placement                   Private Placement




                    C&G Ships Ltd                       Advantel
                       (2005)                            (2004)


                      US$25m                            US$10m


               Private Placement                    Private Placement

                                                   29
                                      Recent Transactions

Nexcom LLC       Slater Labs LLC       Cirond Networks Inc




Fund Raising      Fund Raising         JV and Fund Raising




  DGM Plc      Shareholders United     Credit Suisse Group
                      Ltd




M&A Advisory     M&A Advisory             M&A Advisory




                                 30
                                                                                                                        Our People
• Capital Partners Securities (CPS) has attracted a group of leading Investment
  Bankers. Please find below a sample of some of our team members.
      Claudio Rojas is a former Senior Investment Banker with Dresdner Kleinwort Wasserstein in London, Venture Capitalist with Capital Partners
       Group. He is currently in the Board of a number of ventures including Advisory Board member of CNET’s UK Technology Forum and 2020 Imaging
       Ltd. He also represents Exprinter Banking Group in the UK. He holds a MSc in Finance London Business School. MSc in Management at Sussex
       University, MBA from IESA Business School, BSc in Electronic Engineering and PQ Chartered Accountant CIMA.

      Sophia Wang was a senior Investment Banker at Capital Bridge Securities Corporation in China. She acted as the key member of investment
       banking department, committed to domestic company overseas IPO, corporate restructure, buyout transaction consultancy and relevant private
       equity investment activities targeted on late stage innovation technique companies with high growth potential attractive to international investors.
       She holds a MSc inMathematical Finance rom University of Hull, UK and a BA in Management Accountingfrom Tianjin University of Commence.

      Piotr Konwicki was a former Director with Deutsche Morgan Grenfell and representative in Warsaw and a former Senior Investment banker at
       Lazard Freres in Paris involved in a different number of sectors and transactions including sectors and several key privatisations in Central and
       Eastern Europe. Piotr was also a former Investment Director with Six Continental Hotels. He holds a Master of Business Administration (MBA)
       from London Business School, 2006 (GPA: A), a Ph.D. (Economics) with honours from University of Gdansk (1994), a M.A. (Economics) with
       honours (1991) from University of Gdansk, and a Diploma in International Relations (1991) from Oxford University, Exeter College.

      Ajay Gupta was a former Telecommunications, Media and Technology Investment banker at JP Morgan Chase in London. Prior to this he worked
       in the Global Finance and Mergers & Acquisition teams at JP Morgan Chase in New York. More recently he was a Senior Strategy consultant at
       Stern Stewart & Co., focusing on the Telecommunications, Technology and Retail sectors. He has also worked in India setting up businesses for
       BBR India, an affiliate of BBR Systems, a Swiss multinational. Ajay holds an MBA from London Business School and Bachelor of Technology from
       the Indian Institute of Technology (IIT).

      Luca Tenuta is a former Investment Banker with Credit Suisse First Boston in London and with one of Italy leading Investment Banks called Banca
       Intesa and for Banca Comerciale Italiana. He holds a degree in Economics from Universita’ “La Sapienza” – Rome, Italy.

                                                                              31
                                                           Corporate Advisory Arm
Capital Partners Securities Ltd is intending to provide high quality advice to small &
mid-market clients leveraging our strong online delivery capabilities.
   Our Corporate Advisory offering combines a mix between a traditional advisory work with the extensive use of our
    online capabilities:
        Password Protected area for our clients
        Virtual Data Rooms (with Calendar, Secured file storage, discussion board, task manager, etc)
        Online Research access
        Electronic Newsletter
        Web meeting rooms
        etc
   Clientele: Capital Partners Corporate is a focused player in a number of critical sectors sectors providing M&A,
    IPO,MBO, LBO, Private Placements and outstanding financial advisory services to demanding clients in challenging
    transactions.
   Turnaround & Restructuring: Firms in distress situation or undergoing a restructuring process can rely on Capital
    Partners Securities to ensure the sustainability of their business models. Capital Partners has also a team of Senior
    Venture Capitalists with strong track record in turnaround and managing companies in trouble. This will be
    complemented with our Asset Restructuring and Disposal platform (Private-Exchanges.com) and our Businesses
    for Sale platform.
   Corporate Financial Strategy: Capital Partners will be also involved in areas such as business valuation, strategic
    option analysis and other Strategy related work for clients in need of a direction and a vision. We see ourselves as
    partners where our clients' success becomes our own success.
                                                            32
                                           Corporate Advisory Arm
Capital Partners Securities Ltd (Securities.Capital-Partners.co.uk) provides high
quality advice to small & mid-market clients leveraging our strong online capabilities.




                                                                  Password protected File storage
                                                                  for clients’ documents
                                                                  Task Manager

                                                                 Online Calendar
                                                                 Premium Research
                                                                  Web meeting Rooms




                                                                   Password protected area
                                                                   and access to
                                                                   Virtual Data Room
                                                                   (Discussion board, etc)

                                            33
                                                       Corporate Advisory Arm
Some of our online tools are shown below (and you can gain access as a guest).




                         e-Calendars: Road-
                         shows, appointments                      Secure Intranet: Password protected
                                                                  for secure communications




                         Virtual Data-room: File                  Web meeting rooms:
                         storage, Project Management              Conference meetings and
                                                                  collaboration tools
                                                       34
                                          Corporate Advisory Arm
This includes our Asset Restructuring and Disposal online platform (Private-
Exchanges.com).




                                          35
                                                    Corporate Advisory Arm
Private-Exchanges.com brings a new concept in online Asset Restructuring.


      Private-Exchanges.com allows our clients and partners to
       dispose distressed and unwanted assets through our Direct
       Auction Engine.

      This can be done in a secure and private platform (only those
       invited can gain access).

      The platform can be tailored to our clients’ needs.

      The main advantages is to maximise the potential value remaining
       in the assets through a competitive bidding process.




                                                     36
                                         Corporate Advisory Arm
Private-Exchanges.com allows clients to monitor 24x7 their online Asset Disposals.




                                          37
                                                              Capital Markets Arm
On the other hand, our Capital Markets arm has been launched to tackle current
structural issues such as servicing, allocation-pricing, transacting-tracking and
research in a more cost-effective and user driven environment.
    Capital Partners’ Capital Markets arm is formed by two main areas: a fixed income and an
     equity marketplace.

    The Fixed Income marketplace is called BondsExchange.com and it will allow clients and
     partners to trade fixed income instruments such as Bonds and distressed liabilities.

    The Equity marketplace is called eOfferings.com and it will allow clients to issue new (and
     secondary) equity offerings online. Particularly, eOfferings.com can be a valuable online tool
     to address the issue of book-building and allocation during pre-IPO and IPO processes.

    Both platforms are secure, private and fully tailored to our clients and partners needs.

    Capital Partners can act as Adviser/Broker in a number of Global Exchanges to assist its
     clients with their IPOs and trading needs. These Exchanges include the London Stock
     Exchange (and AIM), PLUS Markets Exchange, Sharemark, Hong Kong Stock Exchange and
     OTCBB.
                                                      38
                                                           Capital Markets Arm
Capital Partners can act as Advisor/Stockbroker for IPOs in the London Stock
Exchange, PLUS Markets Exchange and Sharemark Exchange in London (as well as
in the Hong Kong Stock Exchange and OTCBB through our JV partners).
                                 LSE (AIM)/PLUS MARKETS TIMETABLE


                                         KEY DATES

        Date          Priority
        [Week 1]      Front end and response to legal due diligence memorandum
        [Week 2]      Initial drafts of all documentation
        [Week 3]      Completion of accountants' report and legal due diligence memorandum
        [Week 4]      General progress
        [Week 5]      Start of verification
        [Week 6]      Verification
        [Week 7-8]    Placing Proof
        [Week 9-10]   Marketing and impact day
        [Week 11 ]    Payment of subscription moneys
        [Week 12]     Admission to AIM and commencement of dealings
                                                  39
                                 Capital Markets Arm
Steps in the Sample IPO Process / Timetable (LSE/AIM)




                            40
                                                                     Capital Markets Arm
eOfferings.com is an electronic offerings marketplace for equity offerings and IPOs.


   eOfferings.com is the Equity Capital Markets arm of Capital Partners Group Ltd (www.Capital-
    Partners.co.uk).
   eOfferings has two main objectives: to serve Capital Partners’ own offerings pipeline and to leverage
    its existing platform and capabilities for regulated partners. We expect to achieve FSA & SEC
    regulatory approval through our regulated partners.
   eOfferings.com focuses on 4 main areas: servicing, allocation-pricing, transacting-tracking and
    research.
     o   Servicing: eOfferings provides a more cost effective platform to attract, register and service institutional
         investors, advisors and issuers than pure traditional channels. In addition to the clear cost advantages,
         eOfferings also provides a more tailored and user friendly interface for end users (anywhere & anytime). We will
         provide tools for Issuers and Advisors to interact directly with potential Institutional Investors.
     o   Allocation-Pricing: eOfferings provides an orderly and fair allocation mechanism. eOfferings can also provide
         an auction based pricing mechanism for Issuers and Advisors according to the demand.
     o   Transacting-Tracking: Institutional Investors, Advisors and Issuers will be able to do transactions and track
         their investments through eOfferings from wireline and wireless devices.
     o   Research: Capital Partners has started providing leading edge research to clients to ensure our investment
         process is backed by sound and high quality research driven knowledge.


                                                           41
                                               Capital Markets Arm
eOfferings brings a wide range of new services including calendar of events, forums,
tracking tools, news, research, online road-shows, web meeting rooms, documentation
filing tools, etc.

                                                            Online Brokerage (to be launched soon)
                                                                         News & Research
                                                                Online Tools*
                                                         Password Protected Registration
IPO Calendar
                                                          Discussion Board & Forums

                                                           Password Protected Login Area
                                                          Market Information
   IPO News

                                                              *Online Tools include:
                                                              • Web meeting rooms for
 Allocation Area                                                issuers and investors
     Trading Area                                             • Web documentation filing
   Tracking Area                                              • Web discussion boards
                                                              • Web calendar for events
                                                              • Web road-show
                                                              • Web tracking tools
                                                              • etc
                                         42
                                                 Capital Markets Arm
eOfferings.com provides a fair and transparent (auction-based) allocation mechanism.
This is a key differentiation factor due to the book-building scandals during the 90s.




                                          43
                                                  Capital Markets Arm
eOfferings’ users and partners can also monitor and track online their portfolio of
investment through our Portfolio Manager.




                                            44
                                                                                       Capital Markets Arm
We have learnt the lessons from other online equity marketplaces which have helped
us to avoid their mistakes.
                             Competitors                                                              eOfferings

       • eo.net launched in 2000 with a high cost base (i.e.. ex-              • eOfferings.com was launched in 2001, with a virtual and
         senior investment bankers, luxurious offices, extensive                 inexpensive infrastructure and very low cost base. It has
         use of consultants such as CAP Gemini to develop its                    used its owns development team to build its web presence
         website). It is running out of cash (from its original £6m              inexpensively. It will leverage deals from Capital Partners
         raised). It tried to convert itself into an i-Bank to increase          Group Ltd and external equity partners throughout its
         revenues from underwriting. Closed in 2002                              virtual low cost operations and outsourced services.
       • OffRoadCapital.com, suffered from a big slowdown as a                 • eOfferings.com is focusing on servicing institutional
         result of market conditions and dependence on high net-                 investors and on providing a private label version of its
         worth retail investors. It had to fire 1/3 of its workforce in          marketplace platform to other financial service institutions.
         Feb 2001.
       • e-start.com, focused primarily on internet opportunities               • eOfferings.com does not depend only on internet
         and it was affected by the burst of the internet bubble. It              investments. It expects to provide equity (to selected
         also established loose agreements with “partners” which                  partners) to ensure common interests in this venture.
         did not provide enough traction to this model.
      • iii.co.uk, although not a direct competitor, it is a                    • eOfferings.com will not rely on advertising as it main
        complementary model. Heavy dependence on advertising                      source of income. It is establishing transactional
        and lack of transactional capabilities led to the company                 capabilities with an online brokerage partner and its
        being sold to AMP July 2001 (even with 1.5m users).                       technology platform.

                                                                          45
                                                Capital Markets Arm
We expect to launch soon our Online Brokerage offering in the US with a broker-
dealer partner.

                     Capital
                     Partners
                     America




                                         46
                                                                      Capital Markets Arm
BondsExchange.com is a new fixed income marketplace for Bonds and distressed
liabilities.
    The Fixed Income marketplace is called BondsExchange.com and it will allow clients and
     partners to trade fixed income such as Bonds and distressed liabilities.

    Clients can have a daily ticker about Bonds issues and news.

    Bond-Exchanges.com focuses on 4 main areas: servicing, allocation-pricing, transacting-
     tracking and research.
      o   Servicing: it provides a more cost effective platform to attract, register and service institutional
          investors, advisors and issuers than pure traditional channels. In addition to the clear cost advantages,
          it also provides a more tailored and user friendly interface for end users (anywhere & anytime). We will
          provide tools for Issuers and Advisors to interact directly with potential Institutional Investors.
      o   Allocation-Pricing: it provides an orderly and fair allocation mechanism. it can also provide an auction
          based pricing mechanism for Issuers and Advisors according to the demand.
      o   Transacting-Tracking: Institutional Investors, Advisors and Issuers will be able to do transactions and
          track their investments through Bond-Exchanges.com from wireline and wireless devices.
      o   Research: Capital Partners has started providing leading edge research to clients to ensure our
          investment process is backed by sound and high quality research driven knowledge.


                                                            47
                                                 Capital Markets Arm
BondsExchange.com brings a series of online tools to facilitate the trading of Bonds.




Registration
                                                                Discussion Forum

                                                                Clients Protected area
Login
                                                                      *Online Tools include:
Up to the hour news
                                                                      • Web meeting rooms for
                                                                        issuers and investors
                                                                      • Web documentation filing
                                                                      • Web discussion boards
                                                                      • Web calendar for events
Daily ticker                                                          • Web road-show
                                                                      • Web tracking tools
                                                                      • etc



Pricing and allocation tool                                      Daily Treasuries Yield Chart




                                           48
                                              Capital Markets Arm
BondsExchange.com also provides a more transparent and fair (auction-based)
allocation mechanism.




                                        49
                                                Capital Markets Arm
BondsExchange.com’s clients, issuers and partners will have access to online tools to
facilitate the exchange of information and to manage their new issues.




                                          50
                                                                Our Clients
Capital Partners has also provided corporate advisory services and collaborated with
leading financial firms.




                                          51
Asset Management Division
                              Why investing in Central & Eastern
                                                 Europe (CEE)?
    Large market size. The countries of CEE encompass a total population of 129 million people.
    Strong growth of GDP. In recent years, the countries of CEE have registered higher rates of growth than any
     other region in the world. Despite the international economic slump, the CEE region as a whole recorded its fifth
     successive year of positive growth in 2003 and according to macroeconomic predictions the growth will even
     accelerate in coming years. The European Commission estimates that enlargement could increase the GDP
     growth of the new EU countries between 1.3 to 2.1 percentage points annually.
    Increases in Foreign Direct Investment (FDI) / Privatization Opportunities. Though small compared to more
     developed countries, CEE has seen significant growth of foreign investment. Many multinational firms continue to
     invest in capital equipment and acquire assets through privatization. Increasingly, foreign investments are in
     efficiency-producing capital equipment, which are boosting domestic demand, spurring both industrial and
     household consumption.
    Currencies Pegged or Loosely Aligned with the Euro. Over
    the past several years, there has been a dramatic jump in trade
    between the European Union and newly accepted and candidate
    countries. To reduce volatility, all CEE countries are either
    "pegging" their currencies to the Euro or floating their currency
    in close alignment with the Euro.
    EU Accession / Standardization of Laws and Regulations.
    Eight out of ten new countries in EU are from the CEE region.
    Booming equity markets. The strong economic growth is
    being reflected in CEE equity markets which have been among
    the best performing globally.
                                                           53
                       CEE Economies have been robustly
                     growing and the growth is to continue
Selected CEE country        1998    1999    2000    2001        2002     2003    2004E    2005E
Poland
Real GDP (zloty billion)    668.6   696.0   723.9   731.1       741.4 769.5      814.2    857.3
Real GDP % change           4.8     4.1     4.0     1.0         1.4    3.8       5.8       5.3
Nominal GDP ($ billion)     169.6   164.5   166.6   185.8        191.3 209.5     237.0     271.4
Equity investment ($mln)    5989    5797    8737    3924         2045 2914       4550      5000
Direct investment ($mln)    4254    5955     8313   4299          2858 3568      3650      4100
Czech Republic
Real GDP (Kc billion)       1414    1421    1467    1505         1528    1575     1631    1692
Real GDP % change            -1.3    0.5     3.3     2.6          1.5     3.1      3.7     4.2
Nominal GDP ($ billion)     56.9    54.5    55.7    60.9         73.8    89.8     103.1   117.0
Equity investment ($mln)    3841    4204    3891    5594         7571    3622     3822     6025
Direct investment ($mln)     2641   5492    4419     4736         8085    2355     3522    5825
Hungary
Real GDP (forint billion)   12021 12521 13172       13679        14158    14574   15171    15824
Real GDP % change           4.9   4.2    5.2        3.8          3.5      2.9     4.1       4.3
Nominal GDP ($ billion)     47.0  48.0  46.6        51.8         65.0     82.8    97.9     106.6
Equity investment ($mln)    1456 3605    1203       2062         2517     -329    3180      3420
Direct investment ($mln)     948   2403  1766        1982        2688     -582    2730      2920

                                                           54
                   CEE Economies have been robustly
                   growing and the growth is to continue
Selected CEE country        1998     1999    2000    2001   2002    2003    2004E   2005E

Slovakia
Real GDP (koruny billion)   667.1    676.9   690.7   716.8 748.4    779.9   816.1   856.9
Real GDP % change           4.2      1.5      2.0     3.8  4.4      4.2     4.7      5.0
Nominal GDP ($ billion)     22.2     20.4    20.2    20.9 24.2      32.6    39.8     42.8
Equity investment ($mln)    252      711     1920    1318 3975      685     1300    1800
Direct investment ($mln)    252      681     1965    1137 3963      832     1300    1800
Romania
Real GDP (lei billion)      704       696    708     746     782    821     866      905
Real GDP % change           -5.4     -1.2    1.8     5.3     4.9    4.9     5.5      4.5
Nominal GDP ($ billion)     41.5     34.0    36.7    39.7    45.7   57.1    69.4     74.9
Equity investment ($mln)    2100     1029    1002    1046    942    1356    1600     1820
Direct investment($mln)     2040      949    944     1038    921    1288    1600     1800
Croatia
Real GDP (kuna million)     126936   125843 129437 135189 142237 148316 153878 159264
Real GDP % change            2.5      -0.9   2.9    4.4    5.2    4.3    3.8    3.5
Nominal GDP ($ billion)      21.6     19.9   18.4   19.8   22.8   28.8   33.7   35.8
Equity investment ($mln)     627      1259    738   857     556   909    680    790
Direct investment ($mln)     626      1278   746    844     585   879    650    750
                                                            55
                    The strong economic growth is being
                    reflected in the local equity markets
CEE country                                      1998          1999   2000    2001      2002    2003

Poland
Warsaw Stock Exchange, WIG index, zloty terms    12796     18084      17848   13922 14367       20820
zloty terms % change                             -12.8     41.3       -1.3    -22.0 3.2         44.9
$ terms % change                                  -12.6     19.8       -1.1    -18.4 6.3        48.5
Equity market capitalization ($ billion)         20.5      29.6       31.3    25.0   27.8       43.9
Equity market turnover ($ billion)               17.9      22.4       38.9    20.1   16.5       20.6
Czech Republic
Prague Stock Exchange, PX-50 index, koruna terms 394.2     489.7      478.5    394.6   460.7     659.1
koruna terms % change                            -20.4     24.2       -2.3     -17.5   16.8      43.1
$ terms % change                                  -8.2     3.9        -6.7    -12.7    38.1      67.4
Equity market capitalization ($ billion)         12.9      13.9       11.5     8.9     16.3      22.9
Equity market turnover ($ billion)                5.3       4.7        6.8     3.1     6.7       9.1
Hungary
Budapest Stock Exchange, BUX, forint terms       7,356     10,298     9,278   8,496     9,295   11,154
Ft terms, % change                              -21.1      39.8       -11.0   -9.2     9.4      20.3
$ terms, % change                               -25.1      18.5       -20.0   -6.7     33.7     30.4
Equity market capitalization ($ billion)        14.0       16.4       11.9    10.4     13.1     16.7
Equity market turnover ($ billion)              16.1       14.8        12.2   4.8      5.9      8.6
                                                          56
                 The strong economic growth is being
                 reflected in the local equity markets
CEE country                                       1998           1999    2000    2001    2002     2003

Slovakia
Bratislava Stock Exchange, SAX Index, Sk terms     104.7       88        104.9    141.3 161.2     184
Sk terms % change                                 -48.5      -18.0       18.2     34.6 14.1       26.9
$ terms % change                                  -51.5       -28.4      5.5      31.6  39.6      54.0
Equity market capitalization ($ billion)           4.1       3.6         3.3     3.5    2.6       3.4
Equity market turnover ($ billion)                 0.1       0.5          0.5    0.9    0.8        0.7
Romania
Bucharest Stock Exchange, BET index, Lei terms      488.6        472.8   510.8   486.1   1103.1   1390.4
Lei terms % change                                 -63.7         -3.2    8.1     -4.8    126.9    26.0
$ terms % change                                  -73.6          -41.8   -23.9   -22.3   116.0    28.9
Equity market capitalization ($ million)           357           317      416     1229   2718     3710
Equity market turnover ($ million)                  214           90       87     132     214      302
Croatia
Zagreb Stock Exchange, Crobex index, kuna terms    942        730        734     913.1   1,061     1200
HrK terms, % change                               -29.0        0.5       24.4     16.3   13.3      1.1
$ terms, % change                                 -28.1      -18.1       17.8     14.0    31.3     18.8
Equity market capitalization ($ million)          2925         2514      2743     3128   3975       6126
Equity market turnover ($ million)                 98          74        185      116    149       166
                                                            57
           About Capital Partners Asset Management
Capital Partners Asset Management have solid foundations

    CPAM provides independent advisory services to Asset Managers and Investment Firms investing in
     Central, Eastern and Southeastern Europe.
    A pre-eminent team of investment bankers with a wealth of experience in the Sales&Trading, Wealth management
     and Consulting
    CPAM’s partners are local banks, investment and asset management groups that have years of experience and
     are among the key players on CEE markets, often having the top position on its country market. All CPAM’s
     partners are licenced and locally regulated.
    CPAM’s partners are shareholders and market-makers of regional bourses and cooperate with CPAM mostly on an
     exclusive level. Through its partners CPAM is able to deliver high-quality services for prices that are lower than
     those of other competitors
    CPAM delivers a broad service portfolio ranging from execution of orders on equity&debt markets, derivatives
     markets, research and custody services to sophisticated products linked to performance of CEE capital and money
     markets.

    CPAM is also part of of the Capital Partners Group that has corporate finance and advisory offices in Europe, the
     US and Asia




                                                          58
             About Capital Partners Asset Management
 CPAM offers a broad portfolio of services for its clients


 Asset and wealth management services in CEE region. CPAM’s partners are the key players on their
  domestic markets and offer a wide range of products related to wealth and asset management. Their
  products cover all asset classes and geographical regions within the Central&Eastern Europe.
 Execution of orders. CPAM provides execution of orders on CEE markets on both equity, debt and
  derivatives markets. Through its network of regional partners, CPAM offers effective and low-cost
  execution of orders.

 Custody. CPAM’s partners offer custody services for all kinds of their services. In countries where CPAM’s
  partners are not licensed to offer custody services, CPAM is in contact with experienced custodians.

 Research. While selecting its CEE partners, CPAM put an emphasis on the quality of their analysts team.
  These teams consist of local experts who are among the best in their fields.

 Other products. The strong local position of CPAM’s partners enables them to offer products that are
  tailored to the needs of their clients. Our partners are able to prepare and structure derivatives products
  and create and manage private equity products. They often securitize such products and ensure their
  liquidity. Our partners are also licenced to issue all kinds of securities which are common in their regional
  markets.
                                                          59
Wealth Management Division
                                                                           Executive Summary
Capital Partners Wealth Management focuses on high net worth (HNW) individuals
through our robust distribution platform and our personalised services.
    Capital Partners Wealth Management (CPWM) focused primarily in the top end of the mass affluent segment and in the
     high net worth individuals seeking for highly personalised services while combining the strengths of our unique distribution
     and trading platforms.

    Capital Partners Group currently represents Exprinter Group (a leading international Private Banking firm) in the UK.

    This Division is being launched now as we are completing all the agreements and operational contracts with appropriate
     parties.


    CPWM is lead by Antoine Bordelais who is a leading figure in the Wealth Management sector in the UK. He was the former
     CEO of Credit Suisse Wealth Management in the UK, former Managing Director of UBS Wealth Management (two of the
     world’s leading private bankers and wealth managers) and former Head of Private Banking at Bank Leumi (a bank with
     US$50bn assets under management).


    Our competitive advantages are around our differentiated business model combining the best of the traditional private
     banking with the unique technology solutions of the new breed of wealth managers.



                                                                 61
                                                                          Our People
Capital Partners’ Wealth Management Division is being launched and it is completing
its Board of Directors and Management team. This Division is led by Antoine
Bordelais, a well respected and well known figure in this sector.

   Antoine Bordelais (former MD with UBS Warburg and former UK CEO of Credit Suisse Wealth
   Management, former Managing Director of UBS Wealth Management in the UK and former member
   of the Global Executive Committee of American Express Bank. MBA, Warwick Business School and
   MSc in Knowledge-Based Systems, Edinburgh University). Non-Executive Director and Lead of our
   Corporate Venturing effort.




                                                62

				
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