• Raise capital overseas.
• Build market awareness and shareholder value.
• Avoid the burden of U.S. regulation.
• Get more value out of existing foreign listings.
• Gain easy, inexpensive access to European investors.
• List on a liquid, energy-oriented exchange and raise capital there.
• For Non-U.S. Institutional Investors Only

One of the quickest and easiest listing options available to companies is an “Open Listing” on the Deutsche Bourse (Frankfurt Stock Exchange). While there are approximately 400 companies listed on the Prime Standard Market (“Blue chips”), 361 companies on the General Standard (middle market companies) and 102 companies on the Entry Standard market (small cap companies), there are over 8,000 listings on the Frankfurt Open Market.

The purpose of such a listing is to reach the vast European Union investor marketplace, one of the largest in the world.

The advantages of an Open Listing in Frankfurt is its low cost and likely short time frame, approximately 10 business days for a company that is trading on another stock exchange such as the OTC- Bulletin Board or Toronto Stock Exchange. If the company applying is a privately-owned company with no other listing, it may take a bit longer. One year of GAAP or IFRS standard accounting statements are required plus a “stub” for the current year.

Clayton, Dunning can arrange for a German listing sponsor and coordinate the listing process. The total cost of the listing will not exceed 15,000 Euros. Most companies that list their stock on the Frankfurt Open Market are also interested in raising additional capital. Following its listing on the Frankfurt Open Market, the company can immediately raise private capital from investors throughout the European Union. Whether an Open Market listing achieves the liquid trading and vibrant market following depends on what the company does with its Open Market listing. That is another area in which Clayton, Dunning can assist. It is important that the company engage an experienced Investor Relations professional to build the awareness of the company in the European marketplace. Institutional research on the company should be produced on a continuing basis. Institutional road-shows should be conducted throughout the financial capitals of Europe. Such a private placement can be placed with up to 99 investors in each of the 21 countries of the EU, plus an unlimited number of qualified German “professional investors” listed in a list published by BaFin, the German SEC. Brookshire can also raise private capital for the company. The only documentation that is required for a private offering in Europe is a short document know as an “Expose”. This document is essentially a brief description of the company, its history and its present business activities. It is quite a bit simpler than a Prospectus.

Most companies that list their stock on the Frankfurt Open Market are also interested in raising additional capital. Following its listing on the Frankfurt Open Market, the company can immediately raise private capital from investors throughout the European Union. Such a private placement can be placed with up to 99 investors in each of the 21 countries of the EU, plus an unlimited number of qualified German “professional investors” listed in a list published by BaFin, the German SEC. Brookshire can also raise private capital for the company.

Beyond the listing, building of market awareness and the raising of private capital, the company may decide to have a Prospectus produced and identifyfor approximately 50,000 Euros, a public offering can be floated and passported throughout Europe, and the listing can be moved from the Frankfurt Open Market to identify an investment banking firm to float a public offering on one of the other Frankfurt market segments to achieve broader market support and visibility. This will require a prospectus that can be expected to cost between 50,000 and 200,000 Euros.

Many CEOs of OTC Bulletin Board, NASDAQ Small-cap, Toronto Venture, and American Stock Exchange traded companies have discovered that small-cap companies that wish to expand their potential investor base, liquidity andmarket following for their stock can become listed on one of the liquid stock exchanges of Europe and raise capital they need either through a private placement or a public offering in Europe. Listing and raising capital in Europe is a much shorter process and far less expensive than in the U.S. due to more relaxed regulatory requirements.

We recommend that small-cap companies with good growth prospects consider listing their stock on the Entry Standard Market of the Deutsche Bourse (Frankfurt Stock Exchange) in Germany. The Entry Standard of the Deutsche Bank provides small-cap companies a simple, quick and cost-efficient way of including shares in exchange trading with reduced formal requirements and the imprimatur and support of the Stock Exchange.

European Union “Passporting” Process

An Entry Standard listing on the Frankfurt Stock Exchange offers small-cap cap companies the advantages of liquidity and access to investors throughout the European Union through the “passporting” process of the EU. The shares of companies listed on the Entry Standard are traded on two platforms: on the floor of the Frankfurt Stock Exchange and on the fully electronic pan-European trading system Xetra®. Both platforms offer efficient trading and optimum liquidity.

Clayton, Dunning Global Partners LLC, working with its team of German Investment Banks, Listing Partners, Traders, Attorneys, Accountants, and Investor Relations professionals can assist with the listing, placement and follow-up building of market-following for companies that list on the Entry Standard. Coordinated with your European public offering, we can assist you with the raising of private capital from institutional investors in the U.S., as well as throughout Europe.

Furthermore, we stand ready to help you build your market following in Europe and to build shareholder value by producing institutional research on your Company and distributing it to European institutions, as well as arrangingone-on-one meetings and road-show presentations with institutional investors throughout the financial capitals of Europe.

Liquidity and Volume of Trading on German Stock Exchanges Based on the preliminary year-end figures for 2006, which include an estimate for the last two trading days of the year, a total volume of about 5 trillion euros will be traded on the stock exchanges in Germany in 2006 - this represents an increase of 32 percent year-on-year (2005: 3.8 trillion euros). This total comprises about 4.6 trillion euros in equities, warrants and exchange-traded funds (2005: 3.2 trillion euros) and about 457 billion euros in fixed-income securities (2005: 615 billion euros). May was the highest-turnover month in 2006, with 565,5 billion euros in volume traded. In 2006, the Frankfurt Stock Exchange was again the leading retail stock exchange in Germany. 96 percent of trading in German equities takes place on Xetra and the floor of the FWB Frankfurter Wertpapierbörse (Frankfurt Stock Exchange). The Frankfurt floor is the most liquid market place and market leader with a share of 65 percent in retail trading on the floor in Germany. Both platforms offer efficient trading and optimum liquidity. In floor trading, independent lead brokers are responsible for fixing the price of securities. Registered Traders are responsible for each stock; they fix bid and ask prices and either execute incoming orders in accordance with the rules for price determination or manage them in an order book until their execution, deletion, or expiry. Less liquid securities can also be traded efficiently on the floor. Xetra® is one of the world’s most powerful trading infrastructures. Buy and sell orders from anywhere in the world are matched in a central electronic order book. National and international investors have access to shares listed on the Frankfurt Stock Exchange using the trading screens of over 4,300 registered traders with around 280 participants in 18 countries. Together, the floor of the Frankfurt Stock Exchange and Xetra® trading platform account for over 96 percent of trading in German shares. There are many advantages to having your shares admitted to trading in the Entry Standard. Your shares will be traded quickly and easily, allowing you to make use of the stock market’s core functions as a trading platform and a mechanism for price determination. Due to the reduced level of regulation, admission costs for the Entry Standard are much lower than those for an IPO in the U.S. A list of the advantages of an Entry Standard

• Quick and cost-efficient capital market access.
• Reduced formal requirements.
• Low ongoing transparency requirements.
• Use of the stock market as trading platform and
for price determination.
• Efficient trading (floor/Xetra®).
• Deutsche Börse’s capital market services.
• Increased visibility from the Entry Standard Allshare index.
• Support from 300 registered Trading participants as admission sponsors.
• 70 Deutsche Börse Listing Partners.
• One-stop access to all capital market functions at the only fully integrated exchange organization worldwide.

Admission to the Entry Standard: A Simple Way to Include Shares in Exchange Trading Clayton, Dunning Global Partners will arrange for a Trading Participant registered at the Frankfurt Stock Exchange and a Listing Partner to handle the Company’s admission to the Entry Standard. Trading Participant. The Trading Participant acts as admission sponsor, monitoring the transparency requirements to be fulfilled by the Company being listed and acts as a coordinator between the Company and Deutsche Börse. Core functions of the Trading Participant include trading and price determination. Listing Partner. For many companies, admission to the Entry Standard is their first step towards the capital market. They are therefore required to engage at least one Deutsche Börse Listing Partner. Deutsche Börse Listing Partners who assist aspirants to the stock market before, during and after their listing and support them in publishing the prescribed and voluntary information. Deutsche Börse Listing Partner status is accorded to independent service providers who have supplied proof of their expertise and references to Deutsche Börse. Core tasks performed by Deutsche Börse Listing Partners include briefing the Company on transparency requirements of the capital market, and giving advice when the Company publishes the prescribed information (e.g. calendar of company events, brief company profile). They guide the Company’s development on the capital market. Listing Documents Required

The listing of your shares in exchange trading on the Entry Standard is one of the simplest and quickest ways of accessing the stock market. The application is submitted by the Trading Participant. The main documents required to apply for listing are:

• For public offerings: A prospectus must be submitted to, vetted and approved by the national regulator (“BaFin”). The new European Union “single-passport” procedure provides that once the prospectus is approved by BaFin it can be used throughout the EU upon notification to authorities in other member states in which a public offer is made or an admission to trading is filed. Prospectuses can be prepared in English, with a summary in German. It is estimated that the approval process will take 40 to 60 days.
• For prospectus-free private placements: A non-public offering document, known as an “Expose”, may be used. The preparation of the Expose is the sole responsibility of the Company being listed. The Company and the admission sponsor can choose whether the private placement without prospectus or the public offering with prospectus fits best to the planned transaction.
• An undertaking from the Trading Participant to comply with the rules of the Entry Standard and to monitor the transparency requirements to be fulfilled by the company.
• Proof that a Deutsche Börse Listing Partner has been appointed. To admit shares to trading, the Frankfurt Stock Exchange requires a maximum of five (5) trading days.

• Publication of audited consolidated financial statements and management report (respective national accounting standards or International Financial Reporting Standards) no later than six months after the end of the reporting period.
• Publication of a brief, up-to-date company profile and a calendar of company events.
• Publication of the interim report no later than three months after the end of the first half of the fiscal year.
• Immediate publication of important price sensitive news or facts about the company