CFO - Scott Arey

Employment

Journey Education Marketing - Dallas, TX

****- ******* ***** ********* ******* & Corporate Secretary

Reporting to CEO. Responsible for all finance & reporting activities including: Financing, Negotiation, Purchase and Integration of CCV Software ($18M Revenue) and Academic Superstore ($50M Revenue). Financing - $4M four year term fixed rate. $2.25M four year fixed rate term. $4M various subordinated promissory notes. $9M secured vendor credit. $1M bank line. Managed - Controller & Accounting Staff / Legal / Human Resources. Journey is a $150M e-tailer in the education space. Since joining Journey acquisitions have tripled enterprise value and company has received offers from Fortune 500 companies for investor exit.

ARESCOM, Inc. - Fremont, CA

2001- 2007 Chief Financial Officer & Corporate Secretary

Reporting to CEO. Responsible for all finance & reporting activities including:

Financing – Series A: $13M / Series B: $11M / Series C: $10M / Series D: $5M / Series E: $5M

Financial Stmts – ’01 Ernst & Young; ’02 / ’03 – ‘06 Deloitte & Touche (all clean opinions)

SEC Reports: S-1, 10-K, 10-Q, 8-K and the annual report. Managed – Controller & Accounting Staff / Legal / Human Resources. ARESCOM is a $135M Broadband Equipment Manufacturing & Service Company

Endymion Systems, Inc. - Oakland, CA

2000- 2001 Chief Financial Officer, Senior Vice President & Corporate Secretary

Reporting to CEO. Responsible for all finance & reporting activities including:

Financing – Series A: $15M / $5M Working Capital Line Financial Stmts – ’01 Deloitte & Touche (clean opinion) SEC Reports: S-1, 10-K, 10-Q, 8-K and the annual report. Managed – Controller & Accounting Staff / Legal / Human Resources. Endymion Systems, Inc. is a $40M professional services e-builder

Golden State Int’l, Inc. – Oakland, CA

1998 - 2000 Chief Financial Officer, Vice President

Reporting to President. Responsible for all financial activities including: financing & treasury activities, planning and reporting, financial statement analysis, internal controls, inventory control, external compliance, human resources, domestic operations and systems. For this $50 million watch manufacturer, Mr. Arey arranged a $15 million credit facility, a $25 million private placement, wrote the company’s ESOP, and arranged the first ever license from Timex for the company to produce its pocket watches. Two year clean opinion PricewaterhouseCoopers.

Sonnet Financial, Inc. - San Mateo, CA

1995 - 1998 Vice President, Financial Operations

Reporting to Executive Vice President. Responsible for daily financial operations including $5 billion in foreign exchange trading, corporate financing, bank strategic partnerships, business development and systems. In addition acted as company spokesperson with presentations at all major area regional Treasury Management Association (TMA) annual meetings. At Sonnet Mr. Arey completed a three consecutive clean audits with Deloitte & Touche, arranged a $50 million credit facility, a Series B private placement ($6 million) and Series C private placement ($10 million) with a $2 million bridge between rounds. Mr. Arey prepared all pre-IPO SEC filings, the company’s ESOP, and negotiated a distribution deal with BankOne for the company’s foreign exchange software.

Bank of America - San Francisco, CA

1986 - 1995 Vice President & CFO, International Trade Banking Division / VP CFO Commercial Banking

Reporting to Executive Vice President. Responsible for all planning and reporting, financial statement analysis, internal controls, external regulatory compliance, SEC Reports S-1, 10-K, 10-Q, 8-K and annual report as well as supporting systems. Part of the management team responsible for more than $25 billion in Letters of Credit, $350 million in revenue, and 20 million international payments per year. Financial responsibility for the international activities of 35 international branches as well as operations centers in London and Hong Kong and annual report and supporting systems for 29 regional commercial banking offices in California. Part of the management team responsible for more than $8.5 billion in commercial loans and $3.5 billion in commercial deposits.

Peat Marwick Mitchell & Co. - New York, NY

1984 - 1986 Staff Accountant, Audit Department

Audits included Citibank, Royal Insurance, The Equitable, Irving Trust (now The Bank of New York) and various other financial institutions, insurance companies and other corporations

Stanford University Education

1984

Stanford University - B.A. Economics / B.A. Public Policy (with Honors)

Scott S. Arey

Scott Shiao Arey

Mr. Arey has over 20 years experience in finance since graduating from Stanford University. He is expert in arranging financing in many forms including credit facilities, private placements, public offerings and project finance. In his career thus far Mr. Arey has assembled more than $225 million in credit facilities through banks. In addition he has raised more than $150 million in private placement investments from venture firms, many of which have been extremely complex. Recently Mr. Arey successfully executed a strategy to triple the enterprise value of Journey Education Marketing and create a liquidity event for investors. Mr. Arey has arranged multimillion dollar bridge financings which have allowed companies to operate while in the midst of completing multi-tiered equity financing rounds. He also recently structured a joint venture with a government agency in the People’s Republic of China through a DFI company he established to meet PRC requirements. His other strengths include financial analysis, financial presentation, accounting, strategic planning, mergers, acquisitions, financial systems and financial operations. Mr. Arey has been a spokesperson to corporate treasurers (TMA, now the AFP) and is a nationally recognized expert on banking and international finance. Prior to Journey he was Chief Financial Officer, ARESCOM, Inc. a leading broadband infrastructure equipment manufacturer and its sister company Hangcom Technology. Mr. Arey began working for start up companies in 1996. Prior to that, he was Vice President and Chief Financial Officer of Bank of America's International Trade Banking Division, a division with revenues in excess of $350 million from $25 billion in Letters of Credit and 20 million international payments. In that position he had responsibility for 35 international branches as well as operations centers in London and Hong Kong. Mr. Arey recommended and implemented a $13 million replacement of BofA's antiquated trade banking system, as well as coordinated the merger of Bank of America with Continental Bank in the international area. From 1989 to 1993, he was Vice President and Senior Finance Manager of Bank of America's Commercial Banking Division. In this capacity Mr. Arey worked on the team, which implemented a $6 billion dollar merger of Bank of America with Security Pacific Bank. The project involved massive coordination of resources and took over a year. In both positions at Bank of America he routinely prepared and made financial presentations to senior management and the BofA Board of Directors. Since leaving Bank of America, Mr. Arey has had four successful tours as Chief Financial Officer for start-up companies. Mr. Arey's education includes training (Masters of Science) in accounting at New York University, as part of an accelerated CPA program at Peat Marwick (now KPMG); a BA in Economics from Stanford University and a BA in Public Policy (with honors) also from Stanford University. Mr. Arey lives with his wife (a history professor at Southern Methodist University) and three children in Dallas, Texas.

Major Financings Involving Scott S. Arey

Financing

(Originator, Type) Amount (millions) Major Participants / Venture

Journey Ed Marketing

Capital One Bank $4M Acquisition of Academic Superstore

Journey Ed Marketing

Ingram Micro $9M Revolving Line of Credit

Journey Ed Marketing

Capital One Bank $1M Working Capital Line of Credit

Journey Ed Marketing

Capital One Bank $2.3M Acquisition of CCV Software

ARESCOM, Inc.

U.S. Export – Import Bank $135M Republic of the Phillipines / United States / Comerica Bank

Hangcom Technology

Private Placement $4.7M AMC Technology Investments, King Concept, AvisoTech

ARESCOM, Inc.

JV with Chinese Academy of Sciences $3.4M Shanghai Ventures, Nan Fung, Full Plus, Hang Lung Group/Spring Field, TAMC, Sino-Century, Puretek

ARESCOM, Inc.

Working Capital Facility $4M Cathey Bank, Cupertino

ARESCOM, Inc.

Private Placement $10M TAMC

ARESCOM, Inc.

Private Placement $10M Various venture capital participants

ARESCOM, Inc.

Private Placement $11M Lotus Pacific

ARESCOM, Inc.

Private Placement $13M Various venture capital participants

Endymion Systems, Inc.

Working Capital Facility $5M San Jose National Bank, San Jose

Endymion Systems, Inc.

Private Placement $15M MeVC, Ticonderoga

Golden State Int’l Working Capital Facility $15.5M General Bank, San Jose

Sonnet Financial Operating

Daylight, Two Day

Overdraft facilities $50M The Bank of New York, New York

Sonnet Financial Operating

Daylight, Two Day

Overdraft facilities $20M BankOne, Arizona

Sonnet Financial, Inc.

Letter of Credit $2M Far East National Bank

Sonnet Financial, Inc.

Private Placement $10M Various venture capital participants

Sonnet Financial, Inc.

Private Placement $6M Various venture capital participants

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