The MacLellan GroupMerchant Banking, Technology Assessment & Corporate Development Since 1992

Mr. Douglas C. MacLellanChairman & CEO8324 Delgany AvenuePlaya del Rey, California 90293Tel: 310-301-7728Cel: 310-283-4201E-mail: maclellangroup@cs.comURL: www.maclellangroup.com

www.iqpc.com/us/PIPES

Co-Sponsors: Panel Sponsors:

Regulatory OfficialsAmerican Stock ExchangeNYSE Regulation, IncU.S. Securities and Exchange Commission

Pink Sheets, LLC

MediaBusinessWeekDow Jones Newswires

InvestorsCentrecourt Asset ManagementChardan Capital Markets, LLCChinamerica Fund, LPGuerrilla Capital Management and Hua-Mei 21st Century PartnersHull Capital Management, LLCMediphase Capital PartnersRamius Capital GroupSiar CapitalT Squared Partners LLCUBS Alternative & Quantitative Investments LLC

Investment BankersBelmont Partners, LLCBurnham Hill PartnersBroadband Capital Management LLCCommonwealth AssociatesCowen and Company, LLCHoulihan Lokey Howard and ZukinLadenburg ThalmannLazard Freres & Co. LLC Legend Merchant Group, Inc.Piper Jaffray & Co.Morgan Joseph & Co. Inc.

IssuersEdgewater FoodsHandheld EntertainmentNew Market TechnologyWidepoint CorporationZIOPHARM Oncology, Inc.

Legal SpecialistsAnslow & Jaclin, LLPHaynes & Boone LLPKatten Muchin Rosenman LLP Kirkpatrick & Lockhart Preston Gates Ellis LLP Lowenstein Sandler PC Michael Littman Law OfficeShulte Roth & Zabel LLPSichenzia Ross Friedman Ference LLPThelen Reid Brown Raysman & Steiner LLPWiggin and Dana LLP

Investor Relations Basic Investors Inc.CCG Investor RelationsMCC Global NV

Financial Services Corporate Capital Advisors, Inc.OTC Market Consulting, LLCTripoint Capital Advisors, LLC

Hear from 50+Speakers Including:

PIPEsPIPEsSUMMIT

3rd

July 17-19, 2007 The Princeton Club of New York, New York City

Best Practices in aChanging Environment: As Seen from the TrenchesSUMMIT

3rd

Attend this networking event on Private Investment in Public Equities and:• Find out about the state of the market and emerging trends• Learn how to do business in the era of 415• Gain insight on how changing regulation will impact the

international landscape• Explore key aspects of Registered Direct Offerings• Find out how to respond to SEC, DOJ and SRO inquiries and

subpoenas • Hear about Alternative Public Offerings• Create liquidity and upside potential for attracting capital to deals• Uncover the next hot spot in emerging markets• Discuss how to get past the PIPEs stigma• Hear about OTCQX• And much more…

International Markets: Where’s the Next Opportunity?

Mr. MacLellan is currently Chairman of the Audit Committee and a Director of AMDL, Inc. (AMEX:ADL) and Vice Chairman, Chairman of the Audit Committee

of Edgewater Foods Intl., Inc. (OTCBB: EDWT) and Chairman & CEO of The MacLellan Group.

Emerging Market & Technologies Experience

Douglas MacLellan is a classical theory economist, venture capitalist, merchant banker and business incubation expert.

He has built successful businesses in the following industries: Telecoms, Software, Pharmaceuticals, Aquaculture, Biotech, Retailing, Agriculture, VoIP/Telco Equipment and Asset Management.

He has been a catalyst for the development and financing of global businesses in the U.S. and other world markets such as: Bulgaria, Cambodia, Canada, Chile, China, Hungary, India, Korea, Madagascar, Russia and Vietnam over the past 15 years.

He has been working in China over 24 years, (since 1983) and is a recognized authority on joint venture and wholly foreign owned enterprise (WFOE) structuring.

He has served on the board of numerous publicly listed and private companies and has acted in the capacity of a management team member, providing advice and counsel on strategic planning, operational activities, corporate finance, economic policy, asset allocation and mergers & acquisitions.

He has helped raise more than $600 million for development stage, start-up and mid-cap companies and helped emerging growth companies achieve their corporate objectives.

Recent MacLellan Publications

“U.S. Listed Small-Cap Chinese Technology & Communications Company Universe”, May 2007.

“Proposed Small-Cap SOX 404 SEC & PCAOB Guidance”, February 2007.

“China’s Film Production Industry Overview”, February 2007.

“SOX & Small-Cap Company Compliance”, June 2006.

“Ben Bernanke & the FED”, October 2005.

“Sec Delays Section 404 for Non-Accelerated Filers and Proposes New Filing Deadlines”, August 2005.

“CNOOC’S Failed Bid Unical & Other Thoughts on the Chinese Oil & Gas Industry”, August 2005.

“Independent Corporate Governance, Director Compensation & Stock Option Guidance”, July 2005.

“China’s RMB Revaluation Snapshot”, July 2005.

“Latin America’s VOIP Overview”, August 2002.

“Significant Accounting Reform & Corporate Governance Laws Inacted”, August 2002.

“Overview of China’s State Council Information Group & Industry Statistics”, August, 2002.

Copies of these and other publications can be obtained by e-mailing a request to: maclellangroup@cs.com

Emerging Market & Technology Transactions

13 Emerging Market & Technology Companies Co-founded & Built Over the Past 15 Years by Mr. MacLellan.

Company Country Industry Year Founded Liquidity Path

AMDL US/China BioPharma 1992 AMEX

Great Bear Tech. Bulgaria Software 1992 NASDAQ

FirstCom/AT&T LM Chile Telecoms 1993 NASDAQ

Danube Farms Bulgaria Agriculture 1995 Private

PortaCom Vietnam/Cambodia/India Telecoms 1995 OTC/VSE

Strategic East Fund Eastern Europe Asset Management 1996 Private

Asian Am. Telecom China Telecoms 1996 NASDAQ

Sino Am. Medical China Pharma 1998 Private

Datalex Canada Software 1997 MSE

WelCom China Telecoms 1998 Private

AXM Pharma China Pharma 2000 AMEX

BAM & Zinc Networks China/ Latin America Telecom/VoIP Equipment 2002 Private

Edgewater Foods Canada Aquaculture 2005 OTC

Where is the Early Money Going in the International Space?The GDP of emerging market countries as a group has been growing at roughly double the rate of advanced economies.

Growth in developing economies is projected to be at or above 5.5 percent for 2007.

Follow the activities of the Franklin Templeton Emerging Market Funds, lead by Mark Mobius, Ph.D. based in Singapore. Their current focus is on the all emerging markets including: Asia-Pacific, China, India, Pakistan, Africa, Latin America, the Middle East, Russia and Eastern Europe.

The industry focus of initial early-stage emerging market investment is typically in large infrastructure businesses such as: mining, power generation, oil & gas, telecoms, water & sewage treatment.

Asia’s Inherent Dominance & AdvantagesThe fastest-growing economies in the world are in Asia. The region is becoming a global economic powerhouse, offering investors many unique and unprecedented opportunities.

Asia’s dominance as a supplier of goods and services to global markets will likely remain unchallenged. Its competitive advantages in an abundant low-cost labor pool and high levels of education suggest that this trend will continue to strengthen.

Outsourcing has been a key driver of economic development. In manufacturing, half of the world’s personal computers and almost 70% of the world’s mobile phones are now produced in Asia and shipped globally.

China, in particular, has emerged as a leader in the manufacturing market, while countries such as Indonesia and Vietnam have only recently begun to capture a share of the outsourcing market. India in comparison has benefited from its highly educated workforce and growth has been centered on the information-based service sector, particularly IT services, with Western companies increasingly outsourcing support functions to the region.

Urbanization drives infrastructure spending within Asia, people are migrating to the cities in record numbers. Considering that infrastructure is still generally poor in many emerging Asian countries, urbanization and economic development throughout Asia will likely require massive levels of infrastructure spending in order to ensure basic services and maintenance of high rates of productivity.

Piggybacking on China’s Success and Looking for “the

Next China” The Secondary & Tertiary Markets in China hold enormous potential growth for at least the next 20 years. They are “the Next China”.

Bankers, Business Builders and Investors need to travel out of the crowded cities of Beijing, Tannin, Shanghai, Guangzhou and Shenzhen in order to locate new candidate companies.

China has 168 key cities with over 1 million in population.

Lessons Learned and Opportunities Uncovered in China

Cultural Barriers.

Language Challenges.

Regulations, Laws & Standards are Underdeveloped.

Limited Experience with Western Business Practices.

Master Copiers, with Limited Creative Design Abilities.

Major Cities are Flooded with Bankers & Capital Looking for New Deals.

What’s Happening in South America (Brazil, Peru & Chile)

In spite of new peaks across a range of global stock markets, Latin American benchmarks still manage to stand out with impressive gains this year.

The big two markets, Brazil and Mexico, followed by Chile, have already gleaned double-digit gains less than halfway through 2007. That performance, against the backdrop of booming commodity prices, has been fueled by better earnings prospects and cheaper valuations compared with other emerging and developed markets.

Yet, Latin America has in the past been an absolute loser from China’s rise in world production. Latin America has much higher wage levels than China, Thailand, or Malaysia. The region is much less developed in terms of production technology. The region needs to overhaul their education system and upgrade its production technology, in order to catch up with the rising Asia-Pacific markets.

How About India?

The three primary attributes that make India unique are: its Anglophone democracy, strong property and intellectual rights and a highly entrepreneurial culture.

India and China are frankly complementary to each other rather than a substitute for each other. China is better in hardware and equipment development while India is better in software and services development. This is may create future collaborative China/India technology opportunities.

What’s the Long Term Potential of Africa?

Nearly half of all international emerging market investors in Africa are from Europe. France tops the list of investors, with approximately 20%, followed by the UK at 9%, South Africa at 7.2% and India 5.6%.

China’s is working on being a lead emerging market investor in Africa.

The Chinese have been making substantive investments in various African countries over the past 5-7 years.

China has just announced a US$5 Billion China-Africa Development Fund.

If the Chinese can make their investment work in this region, it will make it easier for Western investment to follow in the next 10 years. Let the Chinese take the earlier market risk out of the equation.

Selected Emerging & Developed Country ChartOf these 17 selected countries, China still looks the most interesting. China shows significant GDP growth and low inflation, with rising personal incomes and moderately high taxes. Obviously, India and the other developing markets of Vietnam, Cambodia, Chile, Peru and Morocco are also enticing emerging markets.

ConclusionsMore Investors are Seeing Emerging Markets as a Long-term Investable Asset Class.

Emerging Market Investors Should Focus on High Growth Industries, Located in High Growth Markets.

Then Find or Build Individual Companies that can Gain Listings on U.S. Based Exchanges, where they can Receive Higher Relative Valuations Compared to Other World Stock Markets.

Then Financing and Grow these Businesses with the Most Flexible Financing Structure Available in the Planet: Private Investments in Public Companies (PIPE’s).