EarlyBirdCapital, Inc., is a registered broker-dealer and member of the NASD and SIPC.

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Company OverviewEarlyBirdCapital, Inc. (EBC) is a full service broker dealer with a boutique investment bank and private client services group based in New York. EBC specializes in innovative structured finance products enhancing the growth of small-cap and micro-cap companies.

Our Investment Banking group has a successful track record of working with companies through all stages of development.

Lead or co-manager of 32 SPAC IPOs totaling ~ $1.8 billion since 2003

Focus on small-cap and micro-cap public companies in the process of reformulating business strategies, seeking merger and acquisition partners, and/or seeking growth capital through private or public financings

Investment Banking services include Capital Formation, Equity Offerings (private placements and public offerings), Debt Placement, Mergers and Acquisitions, Advisory Services, Deregistration, Corporate Restructurings, Structured Finance and Securitization, Recapitalization, Strategic Partnerships and Joint Ventures, Fairness Opinion and Valuations

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Innovative Products – The SPACTM

A Specified Purpose Acquisition Company (SPACTM) is a company formed for the purpose of raising capital through an initial public offering (IPO) of its securities followed by the consummation of a business combination with an operating business selected by the SPAC management team

The SPAC is led by an experienced management team with prior M&A and/or operating experience

The management team must consummate a business combination within 24 months of their IPO or be forced to dissolve and liquidate all assets to the public shareholders

The business combination must be with a target that has a fair market value equal to a minimum of 80% of the SPAC’s net assets

SPAC units begin trading on the OTC Bulletin Board or American Stock Exchange promptly after the date of the prospectus, distinguishing the SPAC from a blank check company formed under SEC Rule 419

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Assembling a Public Company Via a SPAC

Experienced Management Team

Operating Business

Capital from IPO

Publicly Traded (i.e. Liquidity)

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The SPAC – Highlighted FeaturesRaise equity capital through IPO of units

Greater than 95% of gross proceeds held in trust pending consummation of business combination

Liquidation of trust if the SPAC fails to consummate a business combination within 24 months

Stockholder approval of business combination required

Full disclosure to shareholders

Voting and conversion rights limit approval to only well-received transactions

Insiders receive approximately 20% of post IPO common shares

Commitment to invest in SPAC (approximately 3-5% of gross proceeds)

One to three-year escrow of insiders’ shares

Do not participate in liquidating distribution

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Trading LiquiditySPAC shares (units, common and warrants) are freely traded in the marketplaceLiquidity provides investors with an exit strategyPublic currency enhances position when negotiating a business combination

Trust AccountGreater than 95% of the gross offering proceeds are placed in trust and invested in short-term government securities or tax-free money market fundsThe assets of the trust are only released if:

A business combination is approved; orA business combination is not consummated within 24 months of the initial SPAC offering

Guarantees a minimum liquidation value per share in the event that a business combination is not effected

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Disclosure and Voting RightsAn SEC filed proxy statement providing full disclosure of target business including complete audited financial statements and terms of proposed business combinationInvestors granted voting rights to approve or reject the proposed business combinationTo approve a transaction:

A majority of the outstanding shares must be voted in favor of the transaction; andNo more than 20% of the outstanding shares are voted in favor of conversion

Experienced Management TeamGenerally three or more management team membersPrior M&A and/or operating experienceDeveloped network in the investment communityDemonstrated ability to create value for shareholders

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Insider CompensationInsider ownership is capped at ~20%; less if the over-allotment is exercisedAll insider stockholders agree to place their stock in escrow for a period of time following the initial offering and are not permitted to sell or transfer their sharesNo salaries, finder’s fees, or other cash compensation are paid prior to the business combination with the exception of monthly fees for office space, secretarial support and other administrative services

Conflicts of Interest MinimizedAll officers and directors agree to offer suitable prospective target businesses to the SPAC before any other acquisition fund, subject to pre-existing fiduciary dutiesThe SPAC is prohibited from consummating a business combination with any entity which is affiliated with an insider (unless a fairness opinion from an independent investment banking firm states that the combination is fair to shareholders)No finder’s fees can be paid to insiders

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SPAC StructureIllustrative SPAC Structure

$6.00 Structure $8.00 Structure

Public Offering Proceeds $48.0 million

Unit Price $6.00 (8.0 million units) $8.00 (6.0 million units)

Unit Structure 1 Common Share, 2 Warrants exercisable at $5.00 each 1 Common Share, 1 Warrant exercisable at $5.00

Warrant Redemption May be redeemed after warrants become exercisable, if common stock trades at $8.50 for 20 of 30 days.

May be redeemed after warrants become exercisable, if common stock trades at $11.50 for 20 of 30 days.

Exchange Typically OTCBB

Trading Units may decouple and trade separately after 90 days or at the underwriter's discretion

Sponsor Ownership 20% of outstanding common shares, escrowed and locked up for period of up to 3 years

Management Investment Management purchases $2 million of securities (in addition to public offering) in a private placement. The securities are identical to those offered to the public except that they do not participate in a liquidating distribution.

Net Proceeds to SPAC $47.1 Million (after subtracting underwriting fees and offering expenses and adding management's investment)

Cash Held in Trust $46.1 Million ($47.1 million less ~$1 million for working capital)

Cash in Trust Per Share $5.76 per share (96.0% of unit offering price) $7.68 per share (96.0% of unit offering price)

Acquisition The SPAC has 24 months to consummate the business combination, or the trust proceeds plus any accrued interest is returned to common shareholders. The target company must have a valuation of at least 80% of the net asset value of the SPAC.

Conversion Rights A common stock shareholder will receive cash from trust if at the time of the shareholder vote to approve a transaction, the shareholder votes against a transaction that is approved and elects to convert his/her shares to cash.

Shareholder Approval Shareholders vote on any proposed acquisition. If the majority of shareholders approve the transaction and less than 30% of shareholders elect to convert their shares to cash, the acquisition is approved.

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SPAC TimelineIllustrative SPAC Timeline

Week Number1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

Sign Letter of Intent

Engage Legal Counsel

Engage Auditors

Form Company

Open Bank Account

Prepare S-1

File S-1 with SEC

Initial SEC Review Period

Respond to SEC

Second Round of SEC Review

Respond to SEC

Third Round of SEC Review

Respond to SEC

Fourth Round of SEC Review

S-1 Effective

Prepare for Roadshow

Print Preliminary Prospectus

Roadshow

Allocation

Private Placement

Closing

Print Final Prospectus

Engage Professionals / Set Up Company

S-1 Preparation / SEC Review

Roadshow / Printing / Closing

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SPACs – A Brief HistoryThe first SPAC offering came to market in 1993

12 out of 13 SPACs which completed their initial IPO in the 1990s consummated their business combination

Post-acquisition, the surviving companies have completed numerous financings

The one company that did not complete a business combination, successfully liquidated and distributed the trust fund to its shareholders

The second round of SPACs was initiated in August 2003

105 subsequent unit offerings raising gross proceeds of ~$9.4 billion have been completed (42 more in registration raising ~$4.0 billion)

26 have consummated a business combination and 24 others have announced a proposed business combinations

EBC has lead- or co-managed 32 SPAC IPOs since August 2003

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Market Forces Driving the Growth in SPACsRapid growth of hedge funds and assets under management

Lack of compelling returns available in traditional asset classes

Absence of a true market for small IPOs deprives growth-oriented and emerging market investors of new supply of public companies

Upsizing of private equity funds has pushed entrepreneurs to directly seek alternative means of securing equity capital

Dearth of opportunities for mid-market public investors to “back” experienced managers

Explosion in emerging market growth opportunities seeking access to U.S. public markets

Increased involvement of bulge-bracket investment banks validate structure as a legitimate public investment vehicle

SEC governance of the SPAC structure

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SPACs Fill a Void in the Capital MarketsThe number of micro-cap and small-cap IPOs have dramatically dropped over the last five yearsThe $30M - $70M offering no longer represents a significant category in the IPO marketThe firms that traditionally catered to small-cap, early-stage companies have been acquired by larger institutions or migrated towards bigger, later-stage transactions

Boutique Firm Acquired By Year

Gerard Klauer Mattison Bank of Montreal 2003SoundView Schwab 2003Broadview Jefferies 2003Robinson-Humphrey SunTrust 2001Dain Rauscher Wessels RBC 2000Alex. Brown & Sons Deutsche Bank 1999Hambrecht & Quist Chase 1999Vector Securities Prudential 1999Volpe Brown Whelan Prudential 1999Robertson Stephens FleetBoston 1998Cowen Société Genéralé 1998Furman Selz ING Barings 1998Piper Jaffray U.S. Bancorp 1998Wessels, Arnold & Henderson Dain Rauscher 1998Montgomery Securities Bank of America 1997Dillon Read UBS Warburg 1997Wheat First Securities First Union 1997

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Advantages/Disadvantages of a SPAC - Entrepreneur

ADVANTAGESRelative to an IPO

Expedited and less expensive processGreater certainty Stable base of institutional investors

Relative to Private EquitySimilar economics as GPFlexibility in deal structure - equity, cash, earnoutsAbility to maintain controlling interest in companyUnderlying equity is a public currencyActive participation in upside of the companyHigh quality shareholder baseAccess to capital markets

Relative to Reverse Public Merger with Existing ShellClean public shell companyBetter economics for management/sponsorCertainty of financing/growth capital in placeSecondary form of financing from warrantsGreater liquidity

DISADVANTAGES

Shareholder vote required24 month time constraintNo target pre-identificationPotential warrant overhangCosts and delays related to SEC registrationPublic company costs, SEC reporting, corporate governance and IR

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Advantages/Disadvantages of a SPAC – ManagementADVANTAGES

Ability to tap vast source of relatively low-cost hedge fund capital to fund acquisitions

Ability to realize substantial equity ownership for a nominal cash investment

Public security to use in follow-on acquisitions or to raise additional cash

Deep pockets to fund follow-on acquisitions

Personal liquidity

Control liquidity decision

DISADVANTAGESNo salary/benefits during the acquisition stage

Shareholder vote required

24 month time constraint

SPAC management equity at risk

Public company costs, SEC reporting, corporate governance and IR

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Advantages/Disadvantages of a SPAC - InvestorADVANTAGES

Registered offeringOpportunity to invest in transactions normally reserved for private equityAbility to back motivated management teams that don't want to work for PE-controlled companiesLiquidity of a public security (vs. 7- to 10-year commitment to PE funds)Ability to approve a specific transaction Ability to convert shares for cash if the investor votes against the dealAbility to recover greater than 95% should SPAC fail to generate an acquisition in 24 monthsUnit structure allows investors to increase/decrease risk/return profileNo management salaries or finder’s fees prior to business combination

DISADVANTAGESLow visibility on future acquisition(s) at time of SPAC IPODilution due to management and sponsor shares Public shareholder approval contingency may make SPAC unattractive to sellersPotential for uncertainty associated with the SEC merger/acquisition proxy process

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Market Data

SPACs Listed on U.S. ExchangesNumber of Offerings Amount Raised

Effective SPACs Since 2003 105 $9.4 Billion

Effective SPACs Underwritten by EarlyBirdCapital Since 2003 32 $1.8 Billion

SPACs in Registration 41 $3.9 Billion

SPACs that have Announced/Completed a Business Combination 55

SPACs Underwritten by EarlyBirdCapital that have Announced/Completed a Business Combination 23

SPACs that have Completed a Business Combination 26

SPACs Underwritten by EarlyBirdCapital that have Completed a Business Combination 14

Note: As of June 07, 2007.

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EBC is the Leading SPAC Underwriter

SPAC IPO Lead Managers Since 2003Firm # of Deals Firm # of Deals

EarlyBirdCapital 32 Broadband Capital 3Morgan Joseph 10 Lazard Capital Markets 3Maxim Group 8 Banc of America 2HCFP/Brenner Securities 7 Capital Growth Financial 2Citigroup Investment Bank 7 Roth Capital 2I-Bankers 6 Sunrise Securities 2Ferris, Baker Watts 6 Wedbush Morgan Securities 2Deutsche Bank Securities 6 CIBC World Markets 2Ladenburg Thalman 5 FTN Midwest Securities 2Legend Merchant Group 4 Merrill Lynch 2ThinkEquity Partners 4 BB&T Capital Markets 1Rodman & Renshaw 4 Brean Murray, Carret 1CRT Capital Group 3 Cantor Fitzgerald 1Newbridge Securities 3 Wells Fargo Securities 1

Source: Public filings.

Note: As of June 07, 2007.

Note: Equal credit given for joint-managed offerings.

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Successful Track RecordEarlyBirdCapital Underwritten SPACs

Gross Offering Previous 52 WeekName Ticker Effective Proceeds Price Close High Low

Millstream Acquisition Corp. NHRXU 8/25/2003 $24,150,000 $6.00 $1.62 $4.81 $1.01CEA Acquisition Corp. ETWCU 2/12/2004 $24,150,000 $6.00 $5.75 $7.30 $3.89Chardan China Acquisition Corp. SEED* 3/16/2004 $24,150,000 $6.00 $14.00 $35.36 $11.39Tremisis Energy Acquisition Corp. RAME* 5/12/2004 $37,950,000 $6.00 $6.64 $9.99 $4.82Arpeggio Acquisition Corp. HINTU 6/24/2004 $40,800,000 $6.00 $11.00 $15.00 $6.82Rand Acquisition Corp. RLOGU 10/27/2004 $27,600,000 $6.00 $11.00 $11.90 $6.90China Unistone Acquisition Corp. YTEC* 11/18/2004 $20,700,000 $6.00 $16.03 $18.40 $7.35Millstream II Acquisition Corp. MSMAU 12/17/2004 $27,600,000 $6.00 $5.50 N/A N/AAldabra Acquisition Corp. GLDD* 2/17/2005 $55,200,000 $6.00 $18.04 $19.80 $5.70Ardent Acquisition Corp. AAIRU 2/24/2005 $41,400,000 $6.00 $6.70 $7.30 $5.42Terra Nova Acquisition Corp. CPBRU 4/18/2005 $33,120,000 $6.00 $7.00 $9.24 $5.90KBL Acquisition Corp. II SUMRU 4/21/2005 $55,200,000 $6.00 $7.10 $7.55 $6.05TAC Acquisition Corp. TACAU 6/28/2005 $132,000,000 $6.00 $5.69 N/A N/ACourtside Acquisition Corp. CRB/U 6/30/2005 $82,800,000 $6.00 $6.50 $6.57 $5.80Israel Technology Acquisition Corp. ISLTU 7/12/2005 $37,908,000 $6.00 $8.45 $8.60 $5.70Chardan North China Acquisition Corp. CNCAU 8/2/2005 $34,500,000 $6.00 $13.60 $19.38 $11.45Chardan South China Acquisition Corp. CSCAU 8/2/2005 $34,500,000 $6.00 $14.56 $15.99 $8.00Stone Arcade Acquisition Corp. KPPCU 8/15/2005 $120,000,000 $6.00 $12.75 $13.55 $6.26Ithaka Acquisition Corp. ITHKU 8/17/2005 $53,094,600 $6.00 $7.04 $7.10 $5.90Coconut Palm Acquisition Corp. EMDAU 9/8/2005 $69,000,000 $6.00 $5.25 $6.00 $5.04Paramount Acquisition Corp. PMQCU 10/21/2005 $58,650,000 $6.00 $7.25 $7.25 $6.20Star Maritime Acquisition Corp. SEA* 12/15/2005 $200,000,000 $10.00 $15.95 $16.64 $9.95Highbury Financial Inc. HBRFU 1/25/2006 $46,459,998 $6.00 $10.00 $10.25 $6.70Global Logistics Acquisition Corporation GLA/U 2/15/2006 $88,000,000 $8.00 $8.70 $8.86 $7.70Jaguar Acquisition Corp. JGACU 4/5/2006 $27,600,000 $6.00 $7.87 $8.05 $6.17Ascend Acquisition Corp. ASAQU 5/11/2006 $41,400,000 $6.00 $6.75 $6.75 $5.92Rhapsody Acquisition Corp. RPSDU 10/4/2006 $41,400,000 $8.00 $8.95 $9.00 $7.96Fortissimo Acquisition Corp. FSMOU 10/17/2006 $27,600,000 $6.00 $6.68 $6.80 $5.82Pantheon China Acquisition Corp. PCQCU 12/14/2006 $34,500,000 $6.00 $7.30 $7.35 $6.00Renaissance Acquisition Corp. RAK/U 1/29/2007 $107,640,000 $6.00 $6.40 $6.45 $6.00Hyde Park Acquisition Corp. HYDQU 3/5/2007 $103,500,000 $8.00 $8.75 $9.00 $8.00China Opportunity Acquisition Corp. CHNQU 3/20/2007 $41,400,000 $6.00 $6.65 $6.90 $6.00

Note: As of June 07, 2007.* SEED, RAME, YTEC, GLDD and SEA units have been reconstructed based on current value of common shares and warrants to provide a comparison to what theunits would be approximately valued as if still trading today.

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Sample of EBC’s Completed SPAC Transactions

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Management TeamEarlyBirdCapital's management team has a successful track record of raising public and private capital for early-stage, emerging-growth companies.

Involved from pitch to completionMature, experienced, realistic and client focusedPersonalized service and attention to detailConsistency of people and quality of relationships

Executive management includes:David M. Nussbaum, ChairmanSteven A. Levine, CEO, President, and Managing Director Eileen Moore, CFO and Executive Vice President

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Investment Banking TeamDavid M. NussbaumDavid M. NussbaumMr. Nussbaum has been Chairman of EarlyBirdCapital, Inc. since its founding in February 2000. Mr. Nussbaum has over two decades of experience in the securities sector, particularly in the emerging-growth arena, which continues to be his primary focus today. During the last decade, he has raised in excess of $1 billion for more than 80 companies including Bluefly.com, Globix, Source Media, ScanSource, Cornerstone Internet Solutions, Keynote Systems and WinStar Communications. Mr. Nussbaum began his career as an associate with Rosenman & Colin where he practiced corporate and securities law.

Mr. Nussbaum was the architect of the SPAC structure. Mr. Nussbaum completed 13 SPAC IPOs in the 1990s of which 12 out of 13 SPACs completed their business combinations.

Mr. Nussbaum is a member of the Young Presidents Organization and served until recently as a member of the Board of Directors of the Regional Investment Bankers Association. Mr. Nussbaum earned his B.A. degree from the University of Michigan in 1976, graduating cum laude, and his JD degree from New York University Law School in 1980, graduating magna cum laude with Order of the Coif.

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Investment Banking TeamSteven A. LevineSteven A. Levine

Mr. Levine is President and CEO of EarlyBirdCapital, Inc. and Managing Director and Head of Investment Banking. Mr. Levine focuses on private placements, public offerings, corporate and financial restructurings, mergers & acquisitions, and financial advisory work. Prior to EarlyBirdCapital, Mr. Levine was Vice President of investment banking at Southeast Research Partners, Inc., an investment banking and institutional research firm and the predecessor of EarlyBirdCapital, Inc.

Through the know-how and SPAC expertise of Mr. Nussbaum and Mr. Levine, they have lead or co-managed 32 SPAC public offerings raising gross proceeds of over $1.8 billion since 2003.

Mr. Levine earned his B.A. degree from George Washington University and J.D., magna cum laude, from George Mason University of Law. Mr. Levine is a member of the Virginia State Bar and the District of Columbia Bar.

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Investment Banking TeamDavid J. YooDavid J. Yoo

Mr. Yoo joined EarlyBirdCapital in 2004 and is a Vice President in Investment Banking where he assists the firm’s management in performing due diligence and analysis, and reviewing new investment opportunities for Dalewood Associates, LP. Prior to EarlyBirdCapital, Mr. Yoo was an equity research associate in the energy technology sector at Ardour Capital, a senior associate in the Corporate Finance Group at KPMG International and a manager in the Strategic Planning Center at the Doosan Group in Korea.

Mr. Yoo earned his B.A. from the University of California at Berkeley in 1995 and an M.B.A. in finance from the Leonard N. Stern School of Business at New York University in 2004.

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Investment Banking TeamPaul LannaPaul Lanna

Mr. Lanna joined EarlyBirdCapital in 2006 and is a Vice President in Investment Banking where he assists the firm’s management in performing due diligence and analysis, and reviewing new investment opportunities. Prior to joining EarlyBirdCapital, Mr. Lanna was an investment banking associate in the technology, media and telecommunications group at Bear Stearns. He also has prior experience as a consultant for Accenture and PA Consulting Group.

Mr. Lanna earned his B.S. in chemical engineering from the Lafayette College in 1999 and an M.B.A. in finance from the Leonard N. Stern School of Business at New York University in 2004.