RESUME GARY BROOKS, CMC, CTP * 510 EAST 23RD STREET SUITE 5G NEW YORK NY PHONE:

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1 RESUME GARY BROOKS, CMC, CTP * 510 EAST 23RD STREET SUITE 5G NEW YORK NY PHONE: gbrooks1000@gmail.com Consultant/Management Professional with over forty-five years of diversified executive management and consulting experience. Nationally recognized as turnaround/restructuring and interim management professional and family business advisor serving middle market, manufacturing, distribution, and service organizations. He has personally counseled and provided interim management services to more than 200 companies. Many of these companies were family businesses having significant intrafamily conflict. Clients are referred principally by those who may be at financial risk (e.g. lenders, investors, directors, etc.). In addition to restructuring and interim management services, Mr. Brooks expertise includes pre-transaction due diligence services to facilitate loan and investment decisions and post transaction integration and performance enhancement support. Mr. Brooks was a founding member of the Turnaround Management Association (TMA), a member of its Board of Directors for eight (8) years and responsible for designing and implementing the certification program for turnaround professionals. He was elected as the first President of the Association of Certified Turnaround Professionals. He also served as Director and as national Chair of the Institute of Management Consultants (IMC). He was graduated from the Massachusetts Institute of Technology having majored in Biochemical Engineering and Industrial Management and received an MS degree from the University of Rochester (NY) in Chemical Engineering and Operations Research. Credentials include election as a Certified Management Consultant (CMC) and as a Certified Turnaround Professional (CTP). He is also listed in Who s Who in America. Currently, Mr. Brooks also serves as non executive Chairman of the Board of VRSim Corporation, a company specializing in virtual reality technology, and Director of Delacom Detection Systems, Inc. He has been a member of the Board of Trustees of the Lower East Side Tenement Museum and Managing Director of the Central Venture Fund of the Community Development Venture Capital Alliance, venture investors in companies that also have a social impact in their communities. He previously served as a Director of & Member of the Audit Committee of Diomed Holdings, Inc., (ASE), a $30 million medical products company & Boundless Technologies, Inc. (ASE), a $60 million manufacturer of electronic equipment and components. EMPLOYMENT HISTORY Allomet Partners, Ltd., Consultants and Interim Managers. Chairman, Chief Executive and co-founder. Since 1986, concentrating on analyses to determine viability, diagnosis and the implementation, as change agent, of plans to ensure performance improvements, and active

2 G. Brooks Resume (2) interim management of underperforming or otherwise troubled enterprises. Examples of engagements for which I was personally involved and responsible include... $40 million yarn manufacturer. Retained by debtor at urging of potential lender to confirm viability and to validate key elements of business plan. Found company seriously impaired requiring major operating and financial restructuring before refinancing could be considered. $20 million athletic knit sock manufacturer. Viability analysis showed that business could not be sustained in current competitive market, even with transfer of operations to low labor cost countries. Plan was designed to optimize asset values; facilitated asset liquidation to ensure payout of secured creditors; negotiated sale of plant, licenses and other intellectual property for benefit of unsecured creditors. $120 million manufacturer of decorative laminates. Prepared analysis of financial condition and defined options available to secured creditors to maximize recovery. Viability of restructured enterprise would require rationalizing product line, plant consolidations and focus on mass merchant marketing. $50 million distributor of floor coverings operating as debtor-in-possession. Retained by debtor at urging of counsel to identify key performance issues, build a plan for confirmation and assist with creditor negotiations. Company operating profitably after implementing restructuring recommendations. $30 million manufacturer of electronic enclosures. Prepared analysis of operating issues facing Company in highly competitive environment. Proposed operating restructuring plan for equity holders. Served as interim Chief Operating Officer. Realized first profitable results in four years. $75 million manufacturer of children s clothing sold principally through mass merchants e.g. Wal-Mart, K-Mart. Results of viability analysis required revised product strategies, consolidation of operations from 11 plants into four profitable production facilities. Restructured overseas procurement program to enhance cash flow and profitability. $20 million manufacturer of wire rope and cables for use in power transmission and structural support applications (e.g. bridges, elevators, cranes). Served as interim Chief Operating Officer to implement turnaround plan. Instituted major restructuring of plant scheduling and production control functions to improve productivity, revised cost system/pricing policy for better decision-making. Negotiated sale to European strategic buyer.

3 G. Brooks Resume (3) $25 million frozen specialty food processor. Developed operating and financial restructuring plan, arranged refinancing, and provided on-going guidance to alter culture and reorient operating priorities. Served as interim Chief Operating Officer to accelerate turnaround. Community Development Venture Capital Alliance, Managing Director ( ) of the Central Venture Fund. Responsible for the due diligence and recommendations to the investment committee for investing in early-mid stage enterprises and participating in other community venture funds. CDVCA is the network for community development venture capital (CDVC) investing. CDVC funds provide equity capital to businesses in underinvested markets, seeking market-rate financial returns, as well as the creation of good jobs, wealth, and entrepreneurial capacity. Since 2003, member of the investment committee. The Pace Consulting Group, Inc., Management Consultants Vice President, Managing Partner. Analysis, planning, and management of troubled companies in manufacturing and distribution. Also responsible for firm's strategy and business development programs. Scott Graphics, Inc., Sub. of Scott Paper Company. Manufacturers of technical products for packaging, electronics, and communications Vice President, Division General Manager; Vice President-Marketing. Responsible for world-wide sales, product planning and market strategies of $80 million subsidiary in addition to serving as Chief Operating Officer of $20 million technical products division. Technomic Consultants, Project Manager, responsible for client services and programs in strategic planning, technological forecasting, and market development. Client base principally Fortune 500 companies. Practice included industry wide, multiclient studies to assist clients in long term strategies, technology investments and merger/acquisition programs. Peerless Photo Products, manufacturers of photosensitive products Vice President-Operations. Served as key member of turnaround team. Sold to Agfa Gavaert after restructuring and demonstration of profitable performance. Eastman Kodak Company Product Development Supervisor; Commercial development of food and feed additives. Industrial Engineer serving photographic products manufacturing divisions General Electric Company Chemical Engineer. Process development, Plastics Division, responsible for pilot production of Lexan; Manufacturing engineer-transformer Division, Dielectric processing.

4 G. Brooks Resume (4) EDUCATION M.S. Chemical Engineering and Operations Research, University of Rochester, S.B. Biochemical Engineering and Industrial Management, Massachusetts Institute of Technology, PROFESSIONAL AFFILIATIONS Association of Certified Turnaround Professionals-President ( ) Family Firm Institute (1997-current) Institute of Management Consultants-Director ( ); National Chairman-(1998) Turnaround Management Association-Founding Member & Director ( , ) CERTIFICATIONS & OTHER RECOGNITION * CMC=Certified Management Consultant * CTP=Certified Turnaround Professional Licensed Professional Engineer-New York (Lapsed) Listed in Who's Who in America Listed in Who's Who in Finance & Industry Distinguished Service Award-Turnaround Management Association, 1991, 1994 Blue Ribbon Committee Member, National Association of Corporate Directors committee to determine best practices to prevent corporate fraud. ACADEMIC EXPERIENCE Instructor (Adjunct)-Pace University, New York , School of Business Administration. Instructor (Part Time)-University of Massachusetts-Amherst , School of Business Administration. Sales Management; Advertising & Promotion; Distribution Theory. Instructor (Adjunct)-Long Island University , School of Business Administration. Instructor (Part Time)-University of Rochester , Department of Mathematics. Visiting Professor-Lebanese American University, Beirut, Lebanon, Institute of Family Business and Entrepreneurship 2005, Frequent lecturer and author related to troubled companies, operating restructurings, and family business issues.

5 CASE EXAMPLES G. Brooks Resume (5) Cases in which Mr. Brooks has served as an expert include: Shareholders (Class action) vs. Company Directors & Management: Directors recommended accepting an offer to purchase from a private equity firm at a price 15% below a competing proposal to acquire a major multilocation retailer. Retained by the shareholders, the two proposals and contingencies were evaluated and conflicts and obligations of the directors considered in order to opine on the validity of the directors recommendations. Case is due for trial YE (Further details upon request). U.S. Trustee vs. Deloitte Touche et. al. Atty: Brooks Pierce McClendon et. al. Deloitte is accused of malpractice, failing to provide per the contractual commitments a feasible strategic plan, misrepresenting the financial condition of the client and billing for services not provided. Their client filed for Chapter 11 protection, later liquidated under Chapter 7. Disgorgement of fees and damages associated with deepening insolvency are sought. Expert for the benefit of Deloitte. ( ) Loveland vs. Stone Container & Smurfit Stone Container Corp., Jacksonville, FL. Atty: Margol & Pennington: Machine operator (plaintiff) seriously injured. Retained to analyze, confirm and testify as to equipment conditions, safety practices, training and supervision of factory personnel and the relationship between acceptable management practices and personnel safety. Expert for the benefit of plaintiff. (2002). Atkinson vs. DBLS & Darryl Griffin, Boston, MA. Atty: Gadsby Hannah LLP: Shareholder conflict. Retained by plaintiff to analyze and testify as to management practices, ethics involving advisors to management and the role and responsibilities of the board of directors in providing oversight on behalf of the shareholders. ( ) In re Fleetwood Litho & Letter Corp., Moonachie, NJ. Atty: Platzer, Swergold, et. al.: Debtor was Debtor in Possession (Chapter 11). Case involved conflict between DIP management and creditors committee. As advisor to creditors committee, uncovered fraudulent representations of asset values, identified management practices that devalued estate. Creditor settlement substantially increased after disclosures. (1998) In re Consolidated Fabricators, St. Louis, MO. Atty: Davis & Davis: Family conflict involving three (3) separate holdings. Analyzed management performance, performed competitive benchmarking, estimated financial impact on the companies of management actions and omissions, determined enterprise values comparing actual performance of each entity vs. best practice alternatives to estimate damages caused by management failures. Murff vs. Guadalupe Cultural Arts Center, San Antonio, TX. Atty : de la Riva & Associates, PLLC. Racial and sexual discrimination. Expert on behalf of plaintiff, to identify best practices and to testify as to role of management and directors in the matter. (2008).