Jeffrey Makoff is the Co-Chairman of DigitalCustom Group, Inc.

Mr. Makoff graduated cum laude from U.C.L.A. in 1981 (A.B., Political Science, Comparative Government emphasizing South and Southeast Asia). He studied the politics of developing nations in India during the Fall Semester 1980. He received his J.D. degree in 1985 from Hastings College of the Law, where he was an editor of the Hastings International and Comparative Law Review. He is a member of the California, Ohio and District of Columbia bars, and has practiced at the international law firm of Skadden, Arps, Slate, Meagher & Flom and Makoffs LLP. Mr. Makoff was named one of Northern California's "Superlawyers" in August 2005.

Barnabás Takács, Ph.D. is the Managing Director - International Operations, Chief Technology Officer and Co-Chairman of DigitalCustom Group, Inc.

Dr. Takács is an internationally recognized computer scientist in the fields of computer vision, humanoid animation, face recognition and security systems. Dr. Takács has published over 40 technical papers, and regularly speaks at international scientific conferences.

Among his achievements, Dr. Takács designed an image compression algorithm that is capable of encoding a complete face photograph in a single barcode. Dr. Takács also was part of a team contracted by the U.S. government to create a large and standardized facial data set for testing face recognition systems. Dr. Takács co-founded Telemedia, LLC (Hungary) and designed the first speaker-independent voice recognition solution for interactive voice response applications.

Dr. Takacs received his M.S. in Computer Science from the University of Houston, his MS in Electrical Engineering from Technical University of Budapest and his Ph.D. in Computational Sciences from George Mason University. Dr. Takács is a member of the New York Academy of Sciences, IEEE, IAPR and MATE.

Jeffrey Bacon has over 20 years experience in domestic and international marketing of entertainment, retail and online products and properties. Mr. Bacon is a founding partner and Creative Director of the Hollywood entertainment marketing and design firm Cimarron/Bacon/O'Brien (known as CBO).

Mr. Bacon has worked directly on many assignments for the top creative talent in the entertainment industry. His long list of motion picture projects includes Gladiator, True Lies, The X-Files, There's Something About Mary, Terminator 2, Home Alone, as well as the home video re-release of Star Wars, UPN's initial launch and the 1998 Lexus automobile full-line launch.

In 2002, Mr. Bacon joined Creative Domain, a leading integrated entertainment marketing and advertising agency. His clients include Warner Bros., Disney, Nissan, Fox Sports, LucasFilms, Universal, The Special Olympics, HBO and Sony.

Mr. Bacon is a board member of The Hollywood Reporter Key Art Awards and Chairman of The Key Art Awards Student Competition. He has staff teaching positions at Art Center College of Design, UCLA Extension and California State University at Fullerton. Mr. Bacon received his B.A. from California State University at Fullerton.

Frank Beddor is the President and Chief Executive Officer of Automatic Pictures, Inc., a film, television and interactive game production company. Mr. Beddor's film production credits include "There's Something About Mary" (1998), "Wicked" and "Dizzy" (currently in pre-production). Mr. Beddor also is the Executive Producer of a video game in development, based upon the world-recognized golf artwork of painter Loyal H. "Bud" Chapman.

Mr. Beddor graduated from the University of Utah.

Michael Chin is a former Associate Senior Designer with Jerde & Associates and now a partner in his own Los Angeles-based architectural and design firm. Jerde is the foremost architectural firm handling entertainment retail projects in the US and overseas. Mr. Chin worked on Jerde commercial projects in Japan and China, and on many commercial and residential projects in Southern California. Recently, Mr. Chin has been involved in the major "Roppongi 66" project in Tokyo.

Mr. Chin is skilled in high-end digital design, and uses the AutoCad 14, Photoshop, Corel Draw, Quark and 3-D Studio Max design systems.

Mr. Chin received his BA in Environmental Design from San Diego State University, and his Masters in Architecture from Sci-Arc in Los Angeles.

Chris Early is a technology industry consultant who brings more than 25 years of business experience to DigitalCustom. As President and COO of GameSpy Industries, Mr. Early was responsible for the company's revenue growth and operations, and the management of GameSpy's expert teams. Mr. Early joined GameSpy through the acquisition of the Mplayer business unit from HearMe and is credited with successfully managing the merger of the Mplayer online games service with GameSpy Arcade and the smooth integration of the two businesses. As Vice President and General Manager of the Mplayer online games service at HearMe, Mr. Early managed business operations of the Mplayer Internet entertainment community and network, which included driving revenue, technology development and business development. Mr. Early joined HearMe in 1996, and in his five years with the company held several management positions, including Vice President of Mplayer.com, Director of Content Acquisition and Manager of Business Development for Mplayer.com.
 
Prior to HearMe, Mr. Early was President of Corporate Computer Rental and previously was National Sales Director for Interactive Systems. In earlier experience, Mr. Early held various management positions with Paramount Pictures.
 
Mr. Early holds B.A. degrees in Economics and International Management from Claremont Men's College. Mr. Early currently serves as an Executive Director on the Board of Directors for Horizon, A Glimpse of Tomorrow, a software technology development company focusing on middleware for massively multiplayer games.

Andrea de Polo is based on Florence, Italy where he heads the Digital Imaging Department at Fratelli Alinari, the oldest photography business in the world (est. 1852). Fratelli Alinari has an archive of more than 3.5 million historical and heirloom images.

Mr. de Polo is an international speaker and writer on digital imaging technology and ethics, and has made formal presentations on IPR-watermarking, data encryption-image security, compression, image archiving/retrieval and photo preservation and restoration.

Wanny Hersey is an educator with significant creative interests and creative instruction background. She is a fluent speaker of Chinese (Cantonese).

Ms. Hersey taught piano and theory at the ARCT and the Toronto Conservatory of Music, oboe for the Vancouver Youth Orchestra and violin and trumpet for high school orchestras and bands. She has taught ballet at the Royal Academy of Dance and modern dance at Dance 2000 in New York. Vocally, Ms. Hersey has led concert, swing and jazz choirs for both high school and college.

In musical theater, Ms. Hersey directed, choreographed and produced the Childrens' Theatre plays Joseph & The Amazing Technicolor Dreamcoat and The Mikado. She also has produced Annie and The Wizard of Oz, and directed Bye, Bye Birdie, The Runaway Snowman and numerous other productions for the Childrens' Theatre. Ms. Hersey has performed in the plays Oklahoma, Guys and Dolls, Joseph & The Amazing Technicolor Dreamcoat, South Pacific, My Fair Lady, Mame and West Side Story.

Ms. Hersey received her Bachelors of Education from University of British Columbia in 1984, her M.Sc. in Administration from Pepperdine University in 1991 and her Tier II Administrative Credential from Azusa Pacific University in 1996. She has been the Principal of Bel Aire Elementary School on the Tiburon Peninsula (Bay Area) since 1996, and has been involved with the Reed Schools District Technology Advisory Committee, District Strategic Planning Committee and the District Action Team Committee.

Steven Kam is the Managing Director of the San Francisco office of Cogent Valuation. Cogent Valuation provides financial opinions, securities valuation and corporate advisory services to corporations, institutions, agencies, fiduciaries, partnerships, and individuals requiring expert opinion on pricing, structure, fairness, or solvency in connection with mergers, acquisitions, divestitures, recapitalizations, equity allocation, LBOs, ESOPs, taxes, litigation, intellectual property, intangible assets, and fraudulent transfers.

Mr. Kam has originated and processed a wide variety of corporate transactions and financial advisory assignments since 1980 for Fortune 500, middle-market and small companies, including leveraged buy-outs, mergers, acquisitions and divestitures, public offerings, exchange offers, and private placements.

Among other publications, Mr. Kam co-authored an eighteen month study and the related article, The Pricing of Successful Venture Capital-Backed High-Tech and Life-Sciences Companies, published in the September 1998 issue of the Journal of Business Venturing, and republished in the spring 1999 issue of The Journal of Private Equity. The study examines nearly 500 venture capital financed companies in six industries that went public between January 1993 and June 1997, and identifies pricing drivers and explains the changes in the corporate valuations between various financing rounds and the initial public offering. During November 1999, Mr. Kam was invited by the Korean government to lecture on the subject of the valuation of technology and the evaluation of emerging technology companies.

Mr. Kam has an M.B.A. from the University of Houston and a B.B.A. from Florida Atlantic University.

William Pack has been a commercial photographer for 19 years, and owns the Road Trip Productions studio. His work has won national awards from AdWeek Magazine, Communication Arts Magazine and SF Art Directors Club.

Mr. Pack shoots diverse subjects, from people to food and automotive. Mr. Pack's client list includes many high technology, automotive, clothing, financial institution, food, travel, and other business segments. He has worked for all of the major advertising agencies.

Mr. Pack received photography training at Brooks Institute in Santa Barbara.

Michael Stallman is a partner at Stallman & Pollock, a San Francisco law firm specializing in intellectual property matters. Mr. Stallman has extensive experience in the area of patent evaluation, litigation, business counseling and strategic planning.

Mr. Stallman also is experienced in the areas of patent and trademark licensing and spends a significant amount of his time counseling clients on patent and trademark validity and infringement issues. Mr. Stallman also has been involved in helping companies through due diligence evaluations and presentations for acquisitions and public offerings.

Mr. Stallman's technical expertise is in optics and laser based equipment, as well as in medical devices. Mr. Stallman received a BS in physics and computer science from Rutgers University in New Jersey. While at Rutgers, he was a research assistant for the high energy physics group and has responsibilities for designing optical, electronic and computer systems.

Mr. Stallman received his law degree from Brooklyn Law School in 1978. Mr. Stallman then practiced patent law in New York City before joining the Limbach firm in 1981. Mr. Stallman has extensive litigation experience in both in US and foreign tribunals. His clients include optical metrology device manufacturers, laser systems manufacturers and a number of medical device companies. He also now advises a number of Internet related companies.

Mr. Stallman is a member of the State Bars of New York and California and is registered to practice before the US Patent and Trademark Office.

Ellen Fenichel is General Counsel of DigitalCustom Group, Inc., Executive Vice President and CFO of Poetic Media, Inc., and a partner of The Fenichel Firm.

From 1987 to 1991, Ms. Fenichel was with the New England Aquarium in Boston, Massachusetts as a Development Officer, and was a member of the strategic planning team for the Aquarium's $35 million capital campaign. As a member of this team, Ms. Fenichel worked with Aquarium trustees, Boston business leaders, local congressional representatives, city officials and other Boston civic leaders as well as architects, graphic designers, and financial and marketing consultants to devise and implement the private/public financing plan for the new aquarium.

Ms. Fenichel received her BA in Anthropology from the University of California at Berkeley and her JD from Hastings College of the Law. While at Hastings, Ms. Fenichel was Editor-in-Chief of the Hastings Women's Law Journal. She is a member of the State Bar of California, the United States District Courts of California, and the Ninth Circuit Court of Appeals.

Aaron Daru is the Vice President, Operations of DigitalCustom Group, Inc. Mr. Daru previously was a technical consultant to a major financial services firm in New York, where he worked primarily on its internal accounting system and analytics. Mr. Daru, working with internal and PricewaterhouseCoopers auditors, benchmarked analytics on $24 billion of fixed income securities. He also established a process to update analytics for $6 billion of mortgage and asset-backed securities based on the latest market information.

From 1997-1999, Mr. Daru was a programmer/analyst for a major Wall Street brokerage and investment firm in New York. In that position, Mr. Daru interacted extensively with the operations, risk management, research and sales teams, as well as traders, to develop and enhance a fixed income analytical system, a mortgage and asset backed trading system and a global debt real estate intranet site.

Mr. Daru has computer programming knowledge and skills in languages/databases, including C++, Perl, Java, ASP, and SQL. Mr. Daru received his BS in Operations Research and Industrial Engineering from Cornell University.

Jeffrey Busdieker is Director of Creative Services and manages DigitalCustom's worldwide service and support center in Cincinnati, Ohio. Mr. Busdieker has a background in art and business.

Before joining the Company, Mr. Busdieker was Editor-in-Chief of Intelliseek, a leading supplier of enterprise intelligence solutions. Mr. Busdieker oversaw the daily operations of Intelliseek's Web properties and headed a number of marketing campaigns.

From 1996-1999, Mr. Busdieker worked in all aspects of on-set, pre- and post-production in the film and video industry. He worked on the Academy Award-winning film "The Insider" as well as Fortune 500 companies Proctor and Gamble and McDonald's.

Mr. Busdieker owned and operated a restaurant and retail store, The Mad Hatter Coffee & Tea Emporium, in the early 1990s. Mr. Busdieker sold the small business in 1995 and continued to consult in the coffee industry.

Mr. Busdieker received his B.F.A. in painting, with an emphasis in broadcast communications, from Eastern Kentucky University in 1995.

Tomo Nakagawa is the Director of Business Development for DigitalCustom in Japan. Mr. Nakagawa's accomplishments include establishing the first branch of Kaplan, Inc. (a professional license preparation school) in Tokyo, launching an Applied Psych-Physiology program for Japanese healthcare professionals at San Francisco State University, and obtaining sales rights in Japan of biofeedback machines and microwave medical waste processors. Mr. Nakagawa is an independent contractor for DigitalCustom.

Mr. Nakagawa has a B.S. degree in Agriculture from Tokyo University of Agriculture, studied cultural anthropology at Arizona State University, linguistic anthology at the University of Idaho, and did linguistic research at the Central Language Institute in Geneva, Switzerland.