Fax: (503) 623-3798

CIPF, Ltd - USA

CIPF, Ltd.

William M. Gormly, President

Email: cipfltd@hotmail.com

Fax: (412) 301-0040

BLOG: cipfltd-usa.blogspot.com

CREDENTIALS

William M. Gormly, President, has over 35 years of experience in investment banking and corporate commercial banking, has consulted extensively in Western Europe and has lived and worked in Eastern Europe, Central Asia and the Middle East. Since 1983 CIPF has served as exclusive Financial Advisor (FA) on deals that have closed in excess of $1.2 billion, including one for $500 million. CIPF has also served as FA to Chase Manhattan Capital Markets and Smith Barney, both major investment banks in New York and, since 1993, as FA to seven developing countries: Bulgaria, Romania Kazakhstan, Kyrgyzstan, Georgia, Egypt and the West Bank and Gaza. Additionally, Mr. Gormly has consulted for private-sector clients in Croatia, all of Western Europe the United States. He has a B.A. in Economics, is a 1978 graduate of the Stonier Graduate School of Banking and is listed in "Who's Who in Finance and Industry" and "Who's Who in the World." CIPF maintains favorable working relationships with numerous investment banks, corporate attorneys and CPA's across the U.S., Europe, the former Soviet Union and the Middle East.

FINANCING STRATEGY

While each client and project is different, nevertheless, the fundamental approach to obtaining financing does not change. CIPF is an independent international investment banking firm assisting corporate, institutional, municipal and individual clients in accessing the Euro and U.S. capital markets for private placements or public offerings of debt or equity (in excess of $2 million) for expansion, acquisitions, refinaning of existing debt on more favorable terms and conditions, attracting joint venture investors and other legitimate needs. This invariably results in much lower expenses and greater flexibility for the client. In the U.S. the stronger companies use FA's most frequently. If CIPF takes on a deal we believe it will get done - or we do not accept the client.

FEES AND EXPENSES

Providers of funds view FA fees that are totally contigent as blatant conflicts of interest because they fear the FA will not be truthful in order to protect their fee. CIPF's fees are not exclusively contingent, but are negotiable. The fee is a very small percentage of the total funds raised and is based upon the total amount of money to be raised (the deal size). The larger the deal, the smaller the percentage and can range from 1% to 5% (for a small deal). The complexity can also impact the fee. Except for a small retainer fee the overwhelming amount of the fee is not paid until the deal closes and is contingent upon closing. If the deal does not close for any reason the client does not owe the contingent portion of the fee. If the contract is for general consultancy only, the fee is not contingent.

Expenses are always prepaid.

OTHER

A client may fire CIPF if they are not satisfied with progress being made on the deal (but not simply to save money) with no further obligation to CIPF. Except for instances involving a market collapse (1987), a client declaring bankruptcy (five times), lying or misrepresenting to CIPF (two times), demonstrating mental illness (one time) or failing to provide information requested by CIPF - all of which can cause a deal to collapse - CIPF has never failed to complete a deal once retained to do so. Nor have we ever been fired. Except for public offerings requiring full disclosure, CIPF's work is confidential and will not be disclosed to other parties.

Working with clients in developing countries is a much higher risk than with clients in the USA. Viable capital markets do not exist in many countries so financing normally must be obtained elsewhere - a major reason companies in developing countries suffer an inability to get their projects financed. They flounder and fail - and their countries suffer. Companies that retain a professional Financial Advisor (FA), like CIPF, can vastly reduce that risk.

Other "so-called" FA's (many are phonies) may contact the client to serve as FA on a deal. Some may not require a fee initially but later will refuse to continue unless paid a large fee(s). A prospective client should ask himself these questions:

* who would be stupid enough to work on a deal 8,000 - 12,000 miles away without getting paid?

* who would be stupid enough to work on a deal 8,000 - 12,000 miles away without visiting you and learning about your business a seeing your project firsthand? They cannot possibly represent you with major investment banks because they would be laughed out of their office. It would be preposterous.

* who, on the other hand, would spend thousands of dollars to fly to your country to meet you? Are they desperate? Are they amateurs? Do they have the professionals skills necessary to be credible with a major bank?

Unfortunately, these "so-called" FA's are substantially in the majority and have never even done a deal. If, on the other hand, you retain CIPF, while you must pay a small retainer, the likelihood of success will be far greater.

ALTERNATIVE FEE ARRANGEMENT

Recognizing how people are apprehensive about committing to a contract of several months without even meeting the person, for a modest prepaid consulting fee plus expenses, CIPF will travel to the location of the business and meet for a few days with the client so that the client can develop a comfort level with CIPF. CIPF, on the other hand, can assess the project in person and render an opinion about the viability of the project and the chances of obtaining financing. If the client is satisfied with his comfort then both parties will negotiate a contract and begin work immediately. If, however, the client does not want to continue working with CIPF, CIPF will return to the United States with absolutely no further obligation on the part of either party. Even though the client is free to do this, no one ever has. This way their "downside" will be quantified, reasonable and known and, in any case, they will have had the advantage of spending time on a "one-on-one" basis with a U.S. investment banker.

SUMMARY

The chances are the amount of financing the client is seeking is something they have never, or very rarely, done. If they proceed on their own, and make a mistake, it could cost them far more than it would if they had engaged an experienced independent FA at the outset.

In order to protect your privacy please email (prefer) or fax me (see above). I look forward to hearing from you. Thank you for your consideration.