Braeside Investments LLC

5.   Fees and Compensation

     We typically receive two types of compensation from our clients – an asset-based
     management fee and performance-based compensation. Generally, each year, we charge
     clients an asset-based management fee of 1 to 2% of each client’s assets that we manage
     and performance-based compensation of 10 to 20% of each client’s profits (specifics
     follow below).

     Our fees for our private fund clients are generally not negotiable. We have negotiated fees
     with our separately managed account and may in the future. We have the general
     discretion to waive all or a portion of the asset-based management fee and/or the
     performance-based compensation, but typically only exercise this discretion for investors
     that are our family members, early investors, or employees. In addition, we enter into
     side letter arrangements with certain investors in our clients, in which we grant them
     preferential terms.

     Our firm does not pay asset-based or performance-based fees to third-party managers.

Asset-Based Fees

       •    Braeside Capital, L.P.

            o      2.0% annually of each investor’s capital account balance.

       •    Braeside Capital II, L.P.

            o      2.0% annually of each investor’s capital account balance.

        •   Separately managed account

            o 1.0% annually of the separately managed account client’s capital account
              balance.

7.   Types of Clients

     Braeside Investments, LLC is the investment manager to Braeside Capital, L.P. and
     Braeside Capital II, L.P. and a separately managed account.

     Braeside Capital, L.P. and Braeside Capital II, L.P. are hedge funds, which rely on certain
     exclusions from the definition of “investment company” in the Investment Company Act
     of 1940, as amended. The separately managed account is an entity wholly owned by an
     individual. Accordingly, none of our clients are registered as investment companies with
     the Securities and Exchange Commission.

     Investment Requirements

     Investors in Braeside Capital, L.P. and Braeside Capital II, L.P. are generally required to
     make a minimum investment of $750,000. We have the discretion to, and on occasion
     may, accept investments for a lesser amount.

     The minimum amount required to open a separately managed account is $1,000,000.00;
     however, we will decide whether to open a separately managed account on a case-by-case
     basis.

     This firm brochure is not an offer to invest in our clients.

8.   Method of Analysis, Investment Strategies and Risk of Loss

     In managing our clients, we primarily focus on investments in undervalued equities in the
     small and micro-cap space (defined as less than one billion dollars in enterprise value).
     However, we may change the market exposure for our clients depending on our
     assessment of overall market valuations. For example, depending on market conditions,
     we may take defensive positions in cash, precious metals, and shorts for our clients.

     To determine what securities to invest in, we practice value investing. This means (i)
     reading and learning at length about the business (including government filings, trade
     publications, competitors’ filings, etc.), (ii) thinking about the business rationally, (iii)
     attempting to find a price that the business would be worth in the private markets and (iv)
     then buying at a discount to that price depending upon the risks identified in the business
     model.

     From time to time, we may invest in larger companies or in non-equity pieces of businesses.
     We have the ability to utilize short sales and leverage. Currently, short sales are part of our
     clients’ investment strategy based on our analysis of current market conditions. However,
     we may cover or increase our clients’ short exposure depending on our continuing analysis
     of market conditions. We generally seek to short securities for our clients that have
     deteriorating fundamentals, overvaluation, or aggressive accounting. We may also short
     securities for our clients as a hedge on other positions in their portfolios. However,
     leverage is generally not compatible with our value strategy. Therefore, we do not currently
     anticipate the use of any leverage.

     Despite our thorough research and analysis and comprehensive investment strategies,
     investing in any security involves a risk of loss that clients and investors in our clients
     must be prepared to bear. Please see below for a detailed explanation of some of the
     significant risks associated with the investment strategies we employ.

            •   Investment Judgment and Market Risk: The success of our investment
                programs depends, in large part, on correctly evaluating future price
                movements of potential investments and the fundamental analysis of value.
                We cannot guarantee that we will be able to accurately predict these price
                movements, that market price will converge with our view of fundamental
                value or that our investment programs will be successful.

       •   Investment and Trading Risk: Investments in securities and other financial
           instruments involve a degree of risk that the entire investment may be lost.
           The use of short sales and option trading can, in certain circumstances,
           substantially increase the impact of unfavorable price movements of our
           clients’ investments. Also, changes in the general level of interest rates may
           negatively affect our clients’ results.

       •   Dependence on our Firm. The success of our clients is largely dependent
           upon our firm. There is no guarantee that our firm or the individuals employed
           by our firm will remain willing or able to provide advice to the clients’
           accounts or that trading on this advice will be profitable in the future. The
           performance of our firm depends upon certain key personnel. If any of these
           personnel become incapacitated, the performance of our clients may be
           adversely affected.

       •   Financial Markets and Regulatory Change: The instability in global financial
           markets has increased the risks associated with the investment activities and
           operations of hedge funds, including those resulting from a reduction in the
           availability of credit and the increased cost of short-term credit, a decrease in
           market liquidity and an increased risk of bankruptcy of third parties with
           which we work. Market disruptions over the recent years and the increase in
           capital being allocated to hedge funds and other alternative investment
           vehicles have led to increased scrutiny and regulation over the hedge fund and
           asset management industry. In addition, the laws and regulations affecting
           business continue to evolve unpredictably. Laws and regulations applicable to
           our clients, especially those involving taxation, investment and trade, can
           change quickly and unpredictably in a manner adverse to our clients’ interests.

       •   Bankruptcy of Broker-Dealers. Any cash and securities maintained at
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