Solutions Management .............
     a new approach to the troubled company.

Chapter One: Overview

OEM Capital Corp. provides hands-on asset recovery and restructuring services to medium sized companies that are not meeting performance expectations. Typically these companies have annual sales between $25 and $250 million.

We work with companies whose core businesses are judged to be sound and whose investors and managers are not afraid to act promptly.

What we do is:

• maintain a perspective of the problem (the "10,000 foot view"); use regular meetings with management (usually weekly) to plot the long term recovery of the firm and keep it on course;
• charge a manageable monthly fee, irrespective of the time involved;
• if necessary, introduce one or more temporary or crisis managers into the firm to help implement the recovery plan and promote process;
• and manage any refinancing or transactional requirements (dispositions of businesses or other assets) on a success rewarded project basis.

What we do not do is:

• duck the tough challenges;
• or find a short term or sub-optimal solution to earn a success fee, and then run.

We offer a comprehensive solution for investors or creditors involved with an under-performing business.

Regroup

• We provide hands-on crisis and turnaround management.
• We negotiate payment extensions and discounts.
• We find ways to increase revenue.

Restructure

• We devise and implement financial restructuring.
• We bring in fresh capital.
• We sell businesses and assets.

Bring closure

• We create and promote an exit strategy.
• We refinance with specialty lenders.
• We find and secure suitable merger partners.

Time is of the Essence

If a business shows symptoms of distress, act now.

An under-performing business can slide amazingly quickly into irreversible failure. Recognizing the early warning signals of a business in trouble and taking action is very hard for any insider.

A simple example from research biology illustrates the point. When a frog comes into contact with scalding water, it will leap naturally from danger. But the same frog, when placed in gradually heated cold water, will sit passively. The frog's reflexes are lulled by the slowly increasing water temperature and the instinct to escape from danger is dulled. The result, unfortunately, is a boiled frog.

We will review a company without obligation

OEM Capital Corp. will review an under-performing business without obligation.

If, from our initial review, we believe we can add value, we normally make an on-site evaluation of the business prior to proceeding with an engagement.

We prefer

• manufacturers
• distributors
• services providers

We normally decline

• retailers
• soft goods manufacturers
• financial, insurance, or real estate firms