The Bayme Capital Group is an independent investment bank specializing in
mergers & acquisitions advisory services. We focus on middle-market clients
in information technology, and federal technology services. We intentionally
limit the number of sales that we handle, so clients receive our full attention
throughout a transaction. Our service-oriented approach assures that our
clients reap the maximum benefits our professional expertise has to offer.

We are currently representing a NASDAQ listed client that is interested in
beginning discussions with .NET consulting firms, potentially leading to
an acquisition or merger of equals. We have been active in aquiring new companies.
We have completed the acquisition of a J2EE firm focused on the financial
services vertical as well as a defense contractor specialized in IT satellite
systems and a group specializing in J.D. Edwards which recently secured a
project with Merck & Co. Currently our client is seeking out aggressive firms
which are concentrated in .NET


Our client is a NASDAQ listed corporation that is lead by a blue chip executive
team and board of directors. The backgrounds of the individuals involved
varies between those with a financial background at institutions such as
Bank of America, Solomon Brothers and The Soros Funds, and those who have
an information technology background at companies such as Xerox Parc, AT&T
& IBM. All of the individuals share the following three characteristics:

1) They have at least a decade of experience holding senior positions with
a publicly traded entity or a bulge bracket investment bank, 2) they also
know what it is like to run a start-up from a card table in your garage,
and 3) they do not draw a salary, but work strictly on equity compensation.

Our client wants to increase the viability and efficiency of small, independent
IT firms through the formation of a Commonwealth of Business in the IT sector.
Under this model the client purchases 100% ownership of small IT firms, yet
seeks to preserve the dynamic, entrepreneurial culture of success that makes
small companies so successful in the first place.

Our acquisitions all maintain the following:

1) Management remains in place, employment contracts are issued
2) Company retains its identity
3) Preserves brand management and style
4) Sales increase due to cross-selling opportunities in the commonwealth
5) Company management participates with our client over a five year period
6) All employees become owners through ESOP program
7) Life goes on as normal.

We expect the following from you:

1) Positive EBITDA – Predictable and Recurrent
2) Align your interests with those of the client
3) Strategically participate in the further growth of our client
4) Enjoy being an entrepreneur…on a much larger scale.

I would like to pursue a conversation on this topic in person. Please call
me at 646 521 8554 to discuss this oppurtunity.

Sincerely,

Madeeha Mian
Summer Associate
Bayme Capital Group
646.521.8554 (dd)

Ari L. Bayme
Managing Director
Bayme Capital Group
646.521.8511 (dd)