RF GLOBAL HOLDINGS LLC -- RESERVE FUNDING AGREEMENT OVERVIEW

*Note: RF Global does not provide Reserve Funding Agreements to companies publicly listed in the U.S. and U.S. companies listed on a foreign exchange.

Our Reserve Funding Agreement (�RFA�) is a proprietary funding structure we use to provide publicly listed companies with capital for growth, acquisitions, purchasing of machinery or equipment, marketing and general working capital. The RFA is an equity line funding structure that allows a public company to raise additional capital by selling its shares without making a formal offering of its securities to the market. Pursuant to the terms of the RFA, RF Global Holdings LLC (�RF Global�), as the investor, agrees to privately purchase up to a maximum number of the company�s shares, usually over a three year period. The shares are sold by the company to the investor at a small discount. The percentage discount is determined by the size and financial strength of the company, in addition to several other factors.

On each agreed upon closing date, RF Global purchases the company�s shares at a discount to the market price. The RFA structure used by RF Global gives a company the flexibility and control they need by giving the company management the discretion to decide when to draw down funding and sell its shares. Since the timing of sales is under the control of the company, it can request funding by selling its shares at a time when it believes its share price and trading volume are strong. The amount the company is able to draw down upon each request is subject to the volume and trading of its shares set forth in a formula that the company and investor agree upon in advance.

Many people view equity lines as a favorable funding structure and a good alternative to a private placement or secondary offering. Under the RFA structure, a company receives a firm commitment from RF Global to provide an agreed funding amount.

The company has the right, but not the obligation, to draw down on the RFA. Alternatively, in a typical private placement financing, the company might not raise enough capital in a first round funding and will continuously need to do subsequent rounds. Each subsequent round has its own set of costs and expenses and there is no guaranty the funding will be raised when it is needed. The equity line is a more flexible financing structure compared to a debt or convertible structure in which the investor controls conversion and sales of the shares into the market.

Benefits of equity line funding:

Control

Company retains at all times control over the amount and the timing of each draw down.

Company�s funding requests are not contingent on favorable market conditions.

Company has the right to sell shares and investor has the obligation to buy shares subject to the formula agreed upon by the parties.

Funding Availability

Reduces stress on management so they can focus on business and access capital as needed to execute their business plan.

Flexibility

Structure can be custom-made to match a Company's funding needs.

Can be executed under any market condition.

The Company can draw down and take advantage of funding on a periodic basis, especially when the Company feels its stock price is high and trading volume is strong.

Company can set a minimum acceptable price as downside protection.

Definitive Terms

Company is not committed to sell any shares.

Investor is committed for the term of the equity line to provide funding.

Controlled Share Issuance

Shares are issued as the Company determines to prevent uncertainty regarding dilution.

A Company can raise more capital using fewer shares over a period of price strength.

Lower Cost

Costs are lower than doing several separate rounds of funding each of which may have separate broker�s fees, legal fees and accounting fees.

An overview of the Reserve Funding Agreement

funding

public company

equity line

flexibility and control

rf global holdings