TABLE OF CONTENTS

Contact page ............................................................................. 3

the resultants, inc. - overview .................................................... 4

internal audit/sox offerings ........................................................ 5

Tools – CAR System & database ................................................. 7

Oracle implementation & optimization ....................................... 8

differentiators ........................................................................... 9

client success stories ................................................................10

client testimonials ....................................................................13

Bios .........................................................................................15

References ...............................................................................18

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The Resultants, Inc. – Overview

Who are The Resultants?

In short, we’re a group of professionals dedicated to

providing “right-sized” Internal Audit, SOX Compliance

and HR consulting solutions to companies in the

technology and biotech space. Incorporated in 2000,

our focused firm has built a solid reputation with clients

ranging in size from early-stage start-ups to mid-cap

public companies. Our business philosophy is very

simple: We’re focused on the success of our clients

and the growth and development of our employees.

BIG EXPERIENCE with Small to Mid-Cap Companies

Our founders and managers have worked inside as VPs,

controllers, frontline accountants, and staff for pre-IPO

and Small to Mid-Size public companies; we understand

the unique challenges our clients face with staffing,

resources, compliance and just dealing with the day-to-

day impact of the economic cycles.

Our Approach to SOX

We provide semi-custom COSO based solutions for SOX

Compliance.

Semi-custom means we bring a well developed tool kit

and employ the right mix of people to apply it to your

unique circumstances and needs in a cost effective and

streamlined manner.

This is significantly different from the one-size fits all

approach employed by most consulting firms. Our

proven tool kit includes the following:

8 years of successful experience in SOX Compliance Project Management and execution.

Our consultants, meet all the necessary qualifications (CIA, CPA, and CISA), and are applied to your situation in the appropriate measure for the best result.

Database Access platform - Configured to your

company - you own it Cradle-to-grave record of each control and

related test (incl. test time) Slices and dices data as needed for

Management reporting Our Work papers

External Auditor proven Scanned to PDF and indexed in Database

Corrective Action Request (CAR) System Web-hosted, e-mail based, low cost

subscription Escalates problem through the organization

to ensure resolution Process owner training

Kick-off Ongoing – one-on-one, as needed FAQ

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Internal Audit/SOX Offerings

We provide turn-key, semi-custom, scalable solutions to meet your Internal Audit and SOX Compliance needs. Our service offerings include:

Internal Audit Services Audit Committee Advisory Audit Committees at times need the advice of experienced, independent professionals regarding

matters of Internal Audit, SOX compliance and Corporate Governance. This is especially true for the small to mid-cap companies which prior to SOX didn’t traditionally have Internal Auditors. Our professionals have the skill and expertise to advise Audit Committee members on a wide range of topics including the assessment of Internal Controls, Risk Management and establishment of an effective Internal Audit function.

Internal Audit Co-Sourcing

Prior to SOX, many small to mid-cap companies did not have a traditional Internal Audit function. Now most companies in this space have developed some form of an internal department to deal with on-going compliance requirements. However, many of these functions struggle to maintain full-time personnel with all the expertise and bandwidth needed to effectively and efficiently accomplish their goals. The Resultants, an expert staffing and compliance company focused on the Small to Mid Sector, can provide a customized, flexible and affordable co-sourcing solution to help ensure your success.

Internal Audit Full Outsourcing

Many companies want and need the benefits of having an independent Internal Audit function. However, they have been unable to establish one due to budget constraints and other staffing issues. The Resultants can develop and implement a comprehensive Internal Audit Outsourcing plan that fits your particular company requirements at a price you can afford. Immediate benefits you’ll see with Full Outsourcing include:

We manage all Internal Audit issues, so Management can refocus their efforts on managing the Company.

We handle the headaches of ensuring Internal Audit is rightly staffed for effectiveness and efficiency. You no longer have to source, hire, train, and retain headcount outside of your core G&A group.

We’re independent, so we can coordinate our efforts with your external auditors to ensure their highest reliance on our test of internal controls.

Establishing Internal Audit Function

We’ve got the experience and skill required to help you establish an Internal Audit function from the ground up or re-start a function that has fallen to a level of ineffectiveness. Our approach will ensure you have the Internal Audit function that best fits your Company requirements. Our offering in this area can cover a wide range of services including: advice, planning and full implementation including sourcing, hiring and training the full-time staff for Internal Audit department.

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Internal Audit/SOX Offerings (cont'd)

SOX Compliance Services

Full Cycle Implementation

Expert Project Management

Refocus Management on Strategic Matters

Infrastructure for sustained compliance Turn-key solutions for pre-IPOs

The most effective and cost efficient SOX compliance implementations are comprehensively planned and started well in advance of the requirement date. Companies that are planning to go public within a year to 18 months are in a great position to start early and take the bite out of SOX. Our experienced team comes armed with proven templates and methodologies to plan and implement SOX beginning with your most critical business areas such as Order-to-Cash and Procure-to-Pay. Our turn-key process includes: Risk Assess, Design, Document, Test, Evaluate Test Results, and provide feedback to Management. We can focus these proven steps on a single critical cycle or scale it to a full implementation. Benefits of our turn-key solutions:

Finding the pressure points in critical areas early. Building your company compliance infrastructure over time without large financial

commitments. Establishing audit proof processes while you’re small is easier and less expensive than

untangling problematic processes under pressure of a looming requirement date. Building good processes early demonstrates Management’s commitment to a strong control

environment. Co-source SOX Solutions Many companies have now developed either internal or external sources to meet the demands of on-

going SOX compliance. However, many times these resources struggle to maintain staffing with all the expertise and bandwidth needed to effectively and efficiently accomplish the compliance goals. The Resultants, an expert staffing and compliance company, can provide a customized, flexible and affordable co-sourcing solution to help ensure your success.

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Tools – CAR System & Database Our tool-kit includes inexpensive, high-impact tools to deliver an effective and efficient solution. Contact us for a demonstration of these inexpensive, high-impact tools. CAR System – Corrective Action Request (CAR) System is a Web-hosted, e-mail based, low cost, subscription service that allows you to track, report and escalate deficiencies to ensure timely and complete resolution. Cost: ~$20/user/month, no long-term contract, cancel anytime, total monthly subscription cost generally a few hundred dollars per month. The only other cost is the incremental cost of setup, which is generally a few days of our consulting time. Database – built on the Microsoft Access platform, this tool allows you to move your risk control matrices and test tracking from excel to a relational database that is:

simple to use, provides “cradle-to-grave” record of each control and related test, includes test templates and allows for slicing, dicing and dynamic reporting of the key elements of your internal control

structure. Cost: it’s included as part of our service. We will customize to fit your program, no license or

maintenance fees – only the incremental cost of setup.

Contact us for a demonstration of

these inexpensive, high-impact tools.

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Oracle Implementation and Optimization

We provide effective, efficient scalable solutions to your Oracle Implementation and Optimization requirements. Our service areas include:

System/Project Implementations Project management and resource planning Business process optimization Technical implementation Functional, CRP, and user acceptance

testing Deployment support and user training

System Expertise Oracle EBS 10.7, 11i and 12i (all core and

Self-services module) Oracle Hyperion 7.X/9.X EPM 11.X Oracle OBIEE/OBIA and Data Warehouse

with Informatica ETL Oracle Development suites (Forms, reports,

Discoverer) Sterling Commerce Gentran and GIS EDI VMware ESX, VIS and VDM

Maintenance Services and support Software patches and minor upgrades Working with software vendor to resolve

problems Database and system tuning 24x7 system monitoring EDI/B2B outsourcing

SOX and IT Process enhancements as related to

enterprise systems SODs IT Policies and Procedures IT Security Audits Remediation and testing

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Differentiators

There are some important differences between The Resultants, Inc. and others that offer Internal Audit/SOX Solutions.

1. Low Overhead - We offer high quality at ultra-

competitive rates because we manage our overhead, so you don’t have to pay for it. We utilize office sharing and the virtual office concept to avoid expensive long-term office leases that don’t provide value to our clients.

2. Pay for only what you actually use - We don’t blend our rates, rather we apply the appropriate level of person to each part of your project so to reduce rates. For example, if you don’t have a CPA/MBA performing your payroll, then you don’t need one testing it either.

3. We meet Cost Targets - We believe you need all the

compliance help you need and not a bit more. That’s why we offer real planning where we quickly, but effectively develop a budget with you upfront based on a real assessment of the risks. This way if you end up needing less service the cost go down, but if you need more you’ll know exactly why. We haven’t missed an agreed upon target with management in 6 years.

4. We disclose mark-ups – We want you to see what you’re paying for. Most firms hire junior people and mark them up 3 times to cover their enormous overhead burden, so that you’re paying $105/hr for someone that is being paid $35/hr! Our mark-ups range from 1.5 to 1.7 depending on the benefit package selected by our employee. We believe this kind of disclosure is key to building our client’s trust that we’re providing them as much value as possible for their money.

5. No cost surprises – We bill each person by the hour

every two weeks and report to you how things are progressing against our agreed upon plan monthly or as often as you prefer.

6. We help you build sustainable compliance - SOX compliance isn’t a one-time project, so we don’t approach it that way. We train your process owners and give them the tools and guidance needed to give you a flexible, efficient compliance solution that is predictable both for cost and results.

7. Contract Simplicity - We believe clear communication

and providing excellent service protect our interest and better serve our customers than lengthy contracts. We’re flexible of course, and can add whatever reasonable provisions you might require, but our standard contract is a simple services agreement that is written almost entirely for the protection our customers. Simple payment terms: Net 10 and No cancellation or staff reassignment fees. We’ve operated 8 years under this model and have not had even one contract or service related dispute.

8. Fewer Year End Issues - Business is dynamic and we

embrace that fact in our approach. This is why our testing approach is designed to give clients the best opportunity to find and fix issues as early as possible, so we can keep the year end list of deficiencies as short as possible. And we don’t just point out the issues, we help you develop real remediation plans to correct problems.

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Client Success Stories

The following encapsulates our success at a client where we’ve been involved since year one. They’ve never had a material weakness and we’ve helped lower their compliance cost dramatically as their internal control framework as matured.

Telecommunications Equipment (Market Cap: >$1 Bil) Hardware/Software for video delivery in Cable, Satellite, Broadcast and Telco External Auditors: PwC Multiple locations in scope: US, UK, Switzerland and Israel Three acquisitions since ’04: targets in UK, Hong Kong and Israel Our involvement: Initial ’04 Implementation through present Results:

Reduced cost of assessment by 50% since ’04 base year

Reduced external auditor (PwC) cost by: Ensuring maximum reliance on internal test work Taking on more of external auditors work re: IT, walk-throughs & physical inventory counts

SOX compliance is fully integrated within the daily requirements

No material weaknesses; exception rates of <1% achieved in ’06, ’07, ’08, & ‘09 Provide on-going full-outsourced SOX solution reporting to Audit Committee

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Client Success Stories (Cont’d)

The highlights below relate to a situation where we took over the compliance effort in ‘06 from a large service provider who had the reins for ’04 & ’05 (client failed to meet SOX requirement for both of those years).

Software (Market Cap: >$200 mil) Software and services for talent and knowledge management External Auditors: BDO Lots of growing pains: historically has had material acquisition annually Multiple locations in scope: US, UK and India Several Material Weaknesses in both ’04 & ’05 We were engaged beginning with the ’06 Assessment ’06 –’08 Results: No Material Weaknesses Few year-end deficiencies Met or beat all budgeted cost milestones Reduced internal cost ~70% from ’04 base year Reduced day-to-day SOX burden for management

Keys to SOX Success:

Organized and consolidated multiple SOX service providers

Trained process owners

Provided management timely feedback to make adjustments Providing on-going SOX solution reporting to the Audit Committee

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Client Success Stories (Cont’d)

This client went public in late ’07 and didn’t start SOX work until late summer ’08. They had multiple challenges as a very small public client, but we were able to help them develop a system of internal controls from scratch and they met their year-end deadline. This situation shows the remarkable scalability of our model from mature to develop stage companies.

Alternative Fuels (Market Cap: >$25 mil) Integration of alternative fuels production External Auditors: BDO Lots of growing pains: IPO in Dec ‘07 Multiple locations in scope: US and India We were engaged for initial ’08 Assessment ’08 Results:

Material Weaknesses (anticipated from start due to the development stage of company)

Established Internal Control infrastructure

Met or beat all budgeted cost milestones Keys to SOX Success: Trained process owners Frequent, productive communications with External Auditors Provided management timely feedback to make adjustments

Providing on-going SOX compliance services

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Client Testimonials We believe our client’s tell our story the best. Below is some of the feedback we’ve received from our satisfied customers:

“The Resultants provided us on-demand, professional auditors which helped us load balance our SOX testing

resources in an IA Group with dynamic, global requirements. Multiple times the Resultants worked with us to

plan resources months in advance and they delivered the promised staff and results each time. Their

consultants are skilled, focused professionals with the appropriate experience to allow them to fit right into our

program. Also, the staffing has been very consistent, so once we’ve got a consultant up to speed on our

process, we haven’t had to restart with new people each testing period. The Resultants are a flexible, effective

and efficient resource that I can count on.”

Mary K. Eccher, VP, Global Internal Audit VeriFone Systems, Inc. “After our reverse merger into a public company, The Resultants helped us develop our SOX level internal controls from square one. They began by doing a proper risk assessment which considered the size and unique nature of our international biofuels operations. Their proposal included appropriate timelines, cost and other first year compliance expectations. They met or exceeded every target they set in that initial proposal. This group knows how to plan for success, to work well with management and to deliver a quality work product on time.”

Scott Janssen, CFO AE Biofuels, Inc.

"The Resultants helped us to focus our SOX compliance efforts and to reduce our Management's Assessment cost from year one to current year by ~70%. Their approach has freed up management’s time to focus on the running of our business, while still giving us all the visibility needed to understand the control processes and their performance. The Resultants have consistently delivered on all their commitments to us; working with their organization has been a real pleasure.

Neil Laird, CFO SumTotal Systems, Inc.

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Client Testimonials (cont’d)

"The Resultants came with tools, templates and a training plan. They helped us quickly and effectively develop all our necessary documentation and identify key controls in our processes. They scaled our implementation based on a real, top-down, risk-based assessment that gave due consideration to our size and complexity. The Resultants are true professionals in all respects, whether dealing with management, the audit committee or the external auditors. They made our SOX implementation as value-add and painless as possible. The Resultants team sets the gold standard for professionalism, appropriate scaling of the literature, and delivering excellence."

Todd Waltz, Corporate Controller AE Biofuels, Inc.

"The Resultants reduced the strain of SOX compliance on our process owners by helping us to integrate the appropriate internal controls into our daily activities - internal controls are now just part of what we do to get to the right numbers. The Resultants' CAR (Corrective Action Request) system was critical to ensuring any control exceptions were tracked and remediated before they became serious problems. The Resultants keep all the players (Process Owners, Management, Audit Committee and External Auditors) appropriately informed, thus avoiding surprises; I always have a good feel for my overall control performance with this group. The Resultants staff is professional, knowledgeable and stable. Continuity within The Resultants staff from year-to-year has resulted in reduced stress and has increased efficiency."

David Bernhardt, Corporate Controller SumTotal Systems, Inc.

"The Resultants know how to plan and execute for effectiveness and efficiency. For the last three years, the Resultants have helped us to develop a comprehensive and transparent plan with our external IT auditors. This has resulted in a risk-based control structure with fewer controls, less stressful assessments and overall more effective ITGC controls. The Resultants approach took the mystery out this process – with their help we always knew what we needed to do to reach our ITGC compliance goals."

Jim Chan, IT Director SumTotal Systems, Inc.

"We operate in a very dynamic business environment and thus, controls must be reviewed throughout the year to ensure they cover our risk. The Resultants testing approach allowed us to efficiently and effectively identify and execute necessary control changes as needed to avoid year end issues. Their costs are predictable and transparent - they have met or beat all cost targets for the last 3 years. This group does the work, sets reasonable targets and then delivers accordingly, they’re worth the investment."

Mike Kaminiski, Director of Finance SumTotal Systems, Inc.

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BIOS

Kevin Shives, CPA Co-Founder and President, Internal Audit Consulting Services Kevin has over 17 years of experience in Bay Area business where he’s held senior finance and management positions in high-tech companies. In his role at The Resultants, Kevin has concentrated his efforts on providing our clients with highly effective and cost efficient solutions to the Sarbanes-Oxley (SOX) requirements. Since the SOX law was passed in 2002, Kevin has assembled and developed a team of dedicated professionals who have successfully implemented sustainable SOX solutions at companies ranging in size from $25 Million to $1 Billion market cap. Prior to his work with SOX and Internal Audit, Kevin has been a Controller, Revenue Manager, FP&A Manager, external Auditor and a project manager for large-scale Oracle implementations. Kevin is a Certified Public Accountant with a B.S. in Accounting from San Jose State University. He is a member of the Institute of Internal Auditors, AICPA and California Society of CPAs.

Henry Yang Managing Director of Technical Services Henry has over 23 years of experience in Oracle database and EBS where he’s held senior positions in high-tech companies, such as Intel, Oracle, Vantive and Portalwave. He has a long history of success in providing clients with highly effective and cost efficient solutions to Oracle EBS requirements. Since 1995, Henry and his a team of dedicated professionals have successfully implemented numerous ERP, CRM, EDI, DW systems for Namco, Pacific Bell, Resource Phoenix, S1 (Edify), KLA-Tencor, Cisco, and Sun. Henry holds a MBA from Santa Clara University and double BS degrees in Computer Science and Electrical Engineering from SUNY at Buffalo.

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BIOS (Cont’d)

Senior Staff: Name: Dave Osburn Title: Director of Compliance Education Level: MBA, Bachelor of Science in Accounting & Economics Professional Experience: Over 25 years of finance and accounting experience, including 10 years public accounting, 10 years in Financial Planning & Analysis and 5 years of SOX compliance. Work experience includes time at Grant Thornton, Johnson & Johnson and Protiviti. Career has a strong focus on process improvement and financial systems. Experienced implementing and maintaining successful SOX compliance programs for pre-IPO to established public companies. Other experience includes litigation support, fraud investigation, tax preparation and managing projects to implement financial applications. Professional Certifications: CPA Associations: Member of the IIA, AICPA, IMA (board member of Peninsula-Palo Alto chapter) and Cal Society of CPAs Name: Jeff Coate Title: Compliance Manager Education Level: Master of Accountancy, Emphasis in Taxation, Bachelor of Arts, French Professional Experience: 17 years accounting and finance experience, 8 years internal audit and SOX compliance, first responder for control exception remediation; GAP remediation, develop internal control procedures, facilitate flow of internal audit information to external auditors & management, design develop and update control and test plan documents, Write & edit narratives and control matrices for domestic and foreign operations. Other prior experience includes expertise in SOP 97-2, 98-9, SAB 101, 10-Q report review for public companies. Professional Certifications: CPA, CIA Associations: Member of the IIA Languages: Fluent in French & Mandarin Chinese, learning Japanese Name: Cynthia Liew Title: Sr. IT Compliance Specialist Education Level: MBA, Masters in Information Management & Systems; Bachelor of Business in Economics & Finance Professional Experience: 5 years of SOX compliance experience: updating documentation, developing and executing test plans for ITGCC and financial controls. Other prior experience includes an audit internship with Deloitte (Malaysia), plus 2 years as a Business/Research Analyst with an Australian Consulting Group. Professional Certifications: CISA Associations: Member of the IIA

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Sample of Compliance Staff:

Name: Nancy Dip

Title: Sr. Compliance Specialist

Education Level: BA in Economics

Professional Experience: 5 years of SOX compliance experience, including: updating documentation

and executing test plans for internal controls. Other prior experience includes 2 years of general

accounting experience: GL, AR Cash & AP.

Professional Certifications: CPA

Associations: Member of the IIA

Name: Scott Pfister

Title: Sr. Compliance Specialist

Education Level: BA, Business Management Economics, Accounting Focus

Professional Experience: 5 years accounting and finance experience, 3 years SOX compliance and

internal audit; SOX compliance reviews for processes and key controls related to financial statements,

provide suggestions for improvement and update client’s standard operating procedures to improve

efficiency, perform integrated audits for private and public clients including preparation of SEC filings

(Form 10K and 10Q) and review of internal controls under SOX, review of financial statements and

footnote disclosures for compliance with GAAP and other governmental regulatory agency

requirements. Other prior experience includes two years as an Audit associate in public accounting and

two years general accounting experience.

Professional Certifications: CPA

Associations: Member of the IIA

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References

Available upon request

We've got excellent references from long term clients, external auditors and Audit Committee members.