KEY PERSONNEL

HAROLD T. PANCIERA, JR., C.M.C., Chief Executive Officer

After earning his Bachelor of Science from the University of Rhode Island (Kingston, RI), in 1967, Hal began his career at Shell Oil Company, retail gasoline and TBA marketing division. His responsibilities included dealer recruitment, financing, training and development. He was TBA Manager and Special Projects Manager.

In 1976 Hal founded JMJ Enterprises, Inc., a gasoline marketer with 10 outlets and two carwashes. Concurrently, he was President of E.K. Williams & Company of Rhode Island, a management consulting firm servicing over 70 clients, mostly petroleum marketers, throughout New England. In 1982 Hal sold both businesses to focus on national travel plaza developments.

Between 1980 and 1989, when he founded Phoenix Financial Services, LLC, Hal held several executive positions with companies on a crisis management basis. He assisted in the real estate development, financing, construction and operation of several large retail petroleum facilities (travel plazas) throughout the United States.

Hal is a member of the Institute of Management Consultants and became a Certified Management Consultant in 1992. His civic involvements include the Westerly (RI) Rotary Club, the Westerly YMCA, Westerly Center for the Arts, and Westerly Hospital.

A partial list of Hal's clients and associates includes:
Truckstops of America, Cleveland, OH;
Petro Stopping Centers, El Paso, TX;
Flying J Travel Plazas, Brigham City, UT;
Travel Ports of America, Rochester, NY;
Wapak Truck Plaza, Wapakoneta, OH;
AMBEST, Nashville, TN;
Clive F/J Travel Plaza, Clive, IA;
Amarillo F/J Travel Plaza, Amarillo, TX;
Dixie Management Group, Inc., McLean, IL;
Jackson F/J Travel Plaza, Jackson, GA;
Perfection Oil Company, Sayre, PA;
Mobil Oil Corporation, Fairfax, VA;
Union Oil Company, Chicago, IL;
Shell Oil Company;
Phillips Petroleum, Tulsa, OK;
Fina Petroleum, Dallas, TX;
Mike's Truck Stop, Inc., Wrentham, MA.

hal@phoenix-financial.com

WILLIAM G. PERRIN, JR., President

Bill served four years as a Lieutenant in the U.S. Naval Reserve, NORAD, and then joined Shell Oil Company in Houston as a Dealer Representative in the Providence District. While with Shell, Bill was responsible for a sales territory of service station accounts. He recruited new dealers; installed and trained new accounts; was responsible for territory sales management, financial counseling, merchandising and customer relations.

In 1973, Bill joined E.K. Williams & Co. of Rhode Island as a licensee: Franchised management system, serving service station clients monthly. He provided financial management and tax services for clients, including monthly profit and loss statements, financial balance reports, operating analysis, payroll, sales tax, and income tax preparation.

Bill became Regional Manager for E.K. Williams & Co., in 1977, based in Santa Barbara, CA. He managed franchise sales and training for the Northeast Region and taught management seminars for oil company dealer groups. When the first desktop computers came onto the market, Bill computerized new licensee operations, and he set up the first dealer computerized daily bookkeeping.

In 1984, Bill became Regional Manager for American Computer Enterprises, Inc., of Virginia Beach, VA. He specialized in sales, training, and installation of computerized service station management systems, and developed and supported oil company and distributor sales presentations. Bill also conducted oil company dealer training, coordinated beta site testing, and advised in design improvement to programs and applications.

Bill joined Phoenix Financial Services, LLC in 1992.

Bill's client companies include:
Mobil Oil Corporation
Sun Refining & Marketing, Inc.
Amoco Oil Company
Shell Oil Company
Gulf Oil Company
Getty Petroleum Corporation
Exxon Company, U.S.A.
Citgo Petroleum Corporation
Atlantic Richfield Company (ARCO)
Texaco Refining and Marketing, Inc.
Chevron Company
Pennzoil Products Company
Tandy Corporation (Radio Shack Computer Centers)
NYNEX Business Systems
AT&T Computer Systems
Sears Business Systems Centers

bill@phoenix-financial.com

EDWARD A. STOLTENBERG, Managing Director

EDWARD A. STOLTENBERG, Managing Director Ed Stoltenberg has been a Managing Director for Phoenix Financial Services, LLC since 1999. After graduating from Ohio Wesleyan in 1961 with a B.A., Ed completed a tour of active duty as an Officer in the U.S. Air Force, and in 1965 he received an M.B.A. from University of Michigan. Prior to joining Phoenix, over the past twenty-five years Ed was the Chief Financial Officer for various companies both publicly and privately owned. During this period Ed was, for ten years, the Chief Financial Officer of Naugles, Inc., a Mexican-American fast food chain headquartered in Southern California. During Ed's tenure at Naugles he was responsible for the company's successful Initial Public Offering. Ed left Naugles to become a Venture Capitalist, at which time Naugles had 200 units nationwide with annual sales approximating $100 million. Ed also has had extensive international experience having lived and worked in Geneva, Switzerland and London, England and functioning as the Chief Financial Officer of Gucci Timepieces. This company had the franchise to manufacture and distribute Gucci watches worldwide.

Ed trained as a Certified Public Accountant with Arthur Andersen and Company and holds a Masters Degree in Business Administration from the University of Michigan.

ed@phoenix-financial.com

JAMES J. PALERMO, Managing Director

Jim Palermo joined Phoenix Financial Services, LLC in 2000 as a managing director. Prior to this, he was the Chief Executive Officer of several multinational public and private companies. During this period Mr. Palermo was responsible for the acquisition of sixteen companies in the United States and Europe. He was also instrumental in the creation of joint ventures in Europe and Japan during this period. He raised over $50 million in financing for these companies.

Mr. Palermo is a graduate in Electrical Engineering from Northeastern University, class of 1960. After graduation, Mr. Palermo was employed by General Telephone and Electronics (GTE), where he worked for five years in engineering. Mr. Palermo was then employed for seven years by Westinghouse in a manufacturing capacity. After Westinghouse, Mr. Palermo was employed by Moore Business Forms as a General Manager responsible for three manufacturing operations. Mr. Palermo then became President and CEO of Sandwich Process Systems, a Swedish company with operations in 99 countries. Mr. Palermo was responsible for six acquisitions in 27 months. Mr. Palermo then accepted the position of President and CEO of Bird Industrial Group, a company formed in 1795. Mr. Palermo had six operations in the United States, one in Canada, one in Germany, one in Belgium, one in Italy, one in France, and joint ventures in Zurich and Japan.

Mr. Palermo brings a wealth of personal experience in acquisition, merger, joint ventures, fundraising, and management areas.

jim@phoenix-financial.com

PETER T. POCHNA, Consulting Associate

In 1967 he joined the Havenfield Corporation as Vice President and Voting Stockholder, where he specialized in investment banking activities for small to medium sized companies, including initial public underwritings and acquisitions.

In 1973, Peter became a Partner of the Foster Management Company where he was involved in all phases of venture capital including raising capital, evaluating deals and monitoring investments. Here he had active relationships with other venture capital groups and participated in leverage buyouts; investments were made in a wide range of industries including computer terminals, coal mining, food processing and radio broadcasting.

From 1980 to 1985 Peter worked as a Financial Consultant focused on raising capital for fledgling companies, in some cases as an investor and director, actively monitoring their progress to assist management plans for future growth. Much of his involvement was with software, food and environmental control industries. In some cases, he assisted in formulating exit strategies involving the sale of companies.

In 1985, he joined Phoenix Ventures, Inc. working in New York City and Dallas, Texas as Chairman of their Executive Committee, Director, and Investor. He participated in the formation of this company as part of the reorganization in bankruptcy of Air Florida, Inc. Here he worked on the purchase and subsequent sale of mature portfolios of leased equipment, primarily aircraft. These transactions exceeded $150 million, and generated substantial income, much of which was tax sheltered. He also evaluated and monitored venture capital investments in the transportation, software, water testing equipment, and oil exploration industries.

In 1999, Mr. Pochna moved to Newport, Rhode Island, continuing to work there and in New York City as a Financial Consultant. He helped to raise equity funds for a start-up telecommunications business and an early stage biotechnology company. He monitored client investments closely, working closely with management in a wide range of businesses, developing business plans and evaluating key personnel for early stage entrepreneurs.

Since 1999 Peter has been Treasurer, Director, and an Investor in Visible Systems Corporation in Waltham, Massachusetts. This software company has developed some very effective software productivity development products. Peter has been actively involved in assisting new management to improve the profits of this company. He is currently working closely with them to review their merger and acquisition opportunities.

Mr. Pochna enjoys sports, especially tennis, classical music and reading. He is also a Director of the Global Awareness Program, a New York City-based exchange program that sends inner-city high school students to Native American homes and schools to broaden their horizons. Peter has extensive personal experience in the acquisition, merger, fund raising and management areas.

peter@phoenix-financial.com

NEIL R. FEELEY, SR., Senior Vice President,
Commercial Lending/Retail Petroleum Specialist

Neil Feeley has been Senior Vice President, Commercial Lending/Retail Petroleum Specialist for Phoenix Financial Services, LLC since 1996. After graduating from the University of Rhode Island (Kingston, RI) in 1968 with a degree in Industrial Management, Neil was with the U.S. Army Corps of Engineers as a First Lieutenant Combat Engineer Platoon Leader. He was awarded the Bronze Star (Achievement) in Republic of Vietnam.

In 1968, Neil joined Shell Oil Company. His responsibilities included petroleum marketing for Barnstable County, Massachusetts. He was also Corporate Real Estate representative, having joint responsibilities for site development and property management of a 250+ retail network to include site selection, acquisition, zoning, lease negotiations, and condemnation proceedings through property disposal.

From 1979-1986, Neil developed, constructed, and operated two major recreational facilities in a resort area of Massachusetts. Then from 1986-1989, he developed, constructed, and managed two major office/retail complexes in Southeastern Massachusetts. Neil negotiated all sales/leases with a tenant list to include Fortune 500, legal, and banking institutions.

Since 1976, Neil has been president of Provident Oil Co., a retail petroleum marketer with C-store and carwash operations located in Southeastern Massachusetts. The business is currently operated by second generation.

Neil joined Phoenix Financial Services, LLC in 1996.

Neil's civic involvements include the Cape Cod YMCA and the Mid-Cape Jaycees.

BYRON BAN ORMSBY, Senior Vice President

As a franchisee of E.K. Williams & Co., Ban provided financial management services for clients including the preparation of financial reports and tax returns. He also operated 16 mini-C-stores for a major oil company.

For 15 years, Ban was regional manager for the midwest region of Edwin K. Williams & Co., of Santa Barbara, California. And, also for 15 years, he was an instructor in Edwin K. Williams & Co.'s training division. His seminars covered jobber financial management, dealer management, service station employee incentives, and dealer service bay management.

Over the course of 12 years, Ban was area manager, district manager, and dealer training manager for Cities Service Oil Company in Tulsa.

Ban received his B.S. in Business Management from the University of Notre Dame and did graduate work at DePaul University. He has attended numerous professional seminars in financial management, accounting, income tax preparation and planning, personnel, and related areas.

RICHARD T. VAN DER KARR, Senior Financial Associate

As an Executive Vice president for American Computer Enterprises, Dick coordinated their Sales, Training and Service to major oil company dealers in the mid-west region. He worked closely with AT&T, IBM, and Sears Business Systems Centers providing computerized management systems for the petroleum marketers, supporting ACE.

For 19 years, Dick was regional manager for Edwin K. Williams & Co. in Chicago. He was responsible for eight mid-western states, overseeing 72 offices. Dick worked closely with many of the major oil companies, coordinating their training, seminars, and management systems for EKW. He was also active as an instructor for the company's training division during this time.

In addition to experience as Credit Manager with the Continental Coffee Company in Chicago, Dick worked for Sun Oil Company for ten years. He was Sunoco's District Credit Manager for their Retail, Wholesale, and Commercial divisions in Chicago.

Dick received his B.A. in Economics from Saint Joseph's College and completed Graduate Studies in Training at the University of Chicago. He has also completed related studies in Taxation Preparation, and various seminars in Financial Management, Accounting, Investments, Personnel, etc.

FAITH A. B. TROST, Administrative Manager

Faith graduated from Curry College (Milton, MA) in 1983 with a Bachelor of Arts in Political and Historical Studies, where she achieved Magna Cum Laude status and was a member of the Alexander Graham Bell Honor Society.

In 1985, Faith joined the Central Intelligence Agency in Washington, DC. She worked for the CIA for two years as an analyst, where her duties included the analysis of incoming information on computer and the production of hard copy.

Faith worked as an Office Assistant at Atom Manufacturing in South Attleboro, MA, from 1990 to 1995. Her duties at this family owned business varied greatly. She was responsible for overseeing the computerization of their office. She also was responsible for several sections of their manufacturing process and provided backup office support.

In 1996 Faith was the Office Manager for Investor's First Capital Group, Inc., in their Providence, Rhode Island office. She was responsible for the administrative duties of this investment advisory company, including accounts payable and general office duties using Microsoft Word and Excel, answering telephones, scheduling appointments and greeting clients.

Faith joined Phoenix Financial Services, LLC in 1996.

Faith has been active in her home community, where she was elected a Member of the North Attleboro Representative Town Meeting. She has taken a leadership role at Bethany Congregational Church where she is their Moderator and also is a Sunday School Teacher.