Background:

Catalyst was formed in 1990 by Ron Nixon and Rick Herrman to provide risk capital to mid market businesses. From its inception, Catalyst has remained open minded to the industry in which the potential investee company operates. In all investments, Catalyst follows a structured process with the intent of delivering "added value" to its investment. Catalyst has historically invested capital provided from its principals and from funds comprised of wealthy individuals, families, trusts and select corporations, including banks. Catalyst's customary time horizon has been 5-7 years, with several investments having lasted longer than 10 years. "Exit decisions" are only made after considerable analysis and collaboration with management and co-investors.

Catalyst has funded approximately 100 transactions, for over 75 discrete portfolio companies operating in a wide spectrum of industries, including: manufacturing; distribution; retail; hospitality; broadcast; business to business (e.g., energy services, "in-plant" process industry services) and business to consumer services (e.g., men's hair salons). Catalyst has been fortunate to co-invest with a select number of other well known and like minded private equity funds.

Goals & Objectives:

Catalyst's approach, style and philosophy remain unchanged and consistent with, what we believe are some of the essential elements to success, including:

• An alignment of interests among the stakeholders to create "win-win" outcomes
• Management must have responsibility and accountability, and "skin in the game"
• A business benefits from informed, independent third party perspective, which speaks to an active and engaged board
• All enterprise focus, energy and resource investment should be on making a "good business better"
• Good businesses are guided over a 5-7 year time horizon from detailed and thoughtfully developed strategic plans that are annually updated and reviewed
• Good businesses operate in the shorter term from detailed annual operating plans and budgets
• Timely, accurate, well designed financial and operational information is a must
• Useful, timely and accurate internal and external communication (written and verbal) is the hallmark of a successful business
• Good businesses measure results and make adjustments; you can't manage what you don't measure
• Incentive programs should recognize the value and contribution of all team members, reward above plan performance, while including accountability
• Above all, integrity, vision, objectivity, commitment and passion must define management and the enterprise

Investment Parameters:

Today, Catalyst has narrowed its focus to concentrate on controlling equity investments, principally in recapitalizations and management participative buyouts. As before, we invest the capital of the principals and our partners, but we review and fund each opportunity as a separate, stand alone investment independent of a fund comprised of numerous investments. Catalyst prefers to only participate in negotiated opportunities, versus "bid or auction" processes. In general, we prefer businesses with revenues between $10-100M, with enterprise valuations normally between .5 to 1.0Xs revenues.

We welcome the opportunity to discuss business investment opportunities with management, their advisors, and other private equity investors. Our pledge is to provide a timely and fair minded response in pursuit of "economy" for all the parties.

To the extent a mutual interest in an investment partnership develops, detailed background information, including partner references will be provided as the various parties conduct diligence on one another, and thoroughly assess the "fit" of the contemplated partnership.