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Slide1: 

March 13, 2003 Candidate Preparation 101

Thomas Weisel Partners Overview: 

Summer Internships Thomas Weisel Partners Overview Will it help you get a job? A strong summer internship does significantly improve a candidates chances of getting a position in banking With fewer positions offered in the Bear Market, summer experience is an easy differentiator for Firms to identify candidates who are likely to ‘hit the ground running’ As a result, in this environment, it is particularly helpful to insure that the ‘last summer’ is spent as effectively as possible Recommended Tips for Finding a Successful Summer Position Identify Target Firms in Banking Most Banks have severely curbed the number of summer interns hired, making the process highly competitive Bulge Bracket Investment Banking Firms are Optimal (Goldman, Morgan Stanley, etc) Most firms recruit at the beginning of the 2nd semester; approach them if they don’t come to campus Non-Bulge Bracket Banks are equally effective (TWP, Piper, Baird, Blair, etc) Regional Boutiques can offer outstanding experience and deal exposure Typically need to identify and approach these firms; many don’t have structured programs Be aggressive and innovative, create reasons why they need to hire you If you are able, willingness to work ‘pro bono’ – sacrifice short-term economics for long-term gains Other relevant industries Institutional Sales Equity Research Venture Capital / Private Equity Valuation Consultants Accounting / Consulting Firms Brokerage

Thomas Weisel Partners Overview: 

Qualities That Make a Great Investment Banking Analyst Thomas Weisel Partners Overview Here are typical resume items that would lead me to believe that a candidate ‘fits the mold’…. Summer / Part-time Jobs; Self-Financed School Extracurricular activities Investment Banking Club Investment Clubs Political Involvement (less concerned with positions, but involvement indicates awareness) If you had an interesting, relevant summer position, what were the skills, learned? Specificity is key Extraordinary Grade-Point Average Simply put, its hard to get a 3.9 or a 4.0; to do so requires incredible focus and attention to detail History of Competition and Success in Sports Positions of Leadership in Sports or Organizations Are you someone I’d want to hang out with if we’re delayed in an airport for 3 hours? These are qualities in my best analysts that allow me to sleep easier at night…. Exceptional Work Ethic and Attitude Intellectual Curiosity Is this person interested in what they are doing outside of the workplace? Best analysts understand Why they are doing something; focused on the task at hand but with an eye on the ‘Big Picture’ Is this a job or a building block on your future? What do you do in your free time? Wrong Answer: “I’m the dorm PlayStation Champ” Right Answer: “I’m reading Lou Gerstner’s new book on management” Outstanding attention to detail Very underrated skill Indicates pride in your work Highly competitive The Airport Test….

Slide4: 

March 13, 2003

Thomas Weisel Partners Overview: 

TWP History and Founding Thomas Weisel Partners Overview Positive Business Momentum Founded in Q4 1998, officially opened doors for business in February 1999 610 employees $50.4 billion in private and public equity capital raised $88.9 billion in M&A advisory transaction volume announced / completed Experienced Management Team Thom Weisel, CEO of Montgomery Securities for 27 years Other senior executives with 20+ years experience at leading Wall Street firms 66 Partners leading core areas of focus Strong Capital Base $240 million of capital invested by leading institutions, including CalPERS, Nomura, and 24 leading private equity investors Unique Business Model Focused and integrated business model produces superior service for growth companies Combines high octane capital markets / trading / distribution with bulge bracket execution capabilities Global Presence Offices in San Francisco, New York, Boston, Menlo Park and London Strategic alliance with Nomura provides access to a network of 28 offices in 28 countries with over 4,000 banking and research professionals Thomas Weisel Partners has achieved significant success in its short history

Thomas Weisel Partners Overview: 

TWP Strong Financial Base and Network ($ million) [1] Includes leading firms in venture capital, private equity and financial community. See Appendix for more details. TWP Partners Dec 1998 $30 $30 Partners personally invested in strategy Strategic Investors [1] Jan 1999 $35 $500 Deep and highly-relevant rolodex in growth community CalPERS Jan 2000 $100 $1,000 Strong financial partner with extensive contacts Nomura Oct 2001 $75 $2,000 Cross-border advisory partner with Asian and European presence Nomura Holdings committed a $200 million strategic investment into TWP $75 million investment in Thomas Weisel Partners Group LLC $125 million investment in TWP Private Equity activities Cross-border strategic advisory partnership Best efforts to raise $300 to $500 million from third parties for TWP Private Equity Party Date Amount Valuation Strategic Benefit Highlights of CalPERS Investment Highlights of NOMURA Investment Formation of long-term strategic partnership with $155 billion pension fund – the largest of its kind in the world $100 million investment in Thomas Weisel Partners Group LLC $1 billion commitment to TWP Private Equity activities The Firm’s partners and investors have committed a strong and stable capital base of $240 million to fund future growth Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

Thomas Weisel Partners Overview 400+ TWP Clients 25 Strategic Venture Capital and Other Private Equity Partners * Partners & professionals ** Partners & professionals including admin Private Equity: $ 2.6 B $ 1,311 MM - TWCP 290 MM – GGP 255 MM - TWVP 159 MM - SOP 110 MM - TIPS Board of Advisors CEO Founders’ Circle 186 Executives TWP Partners / Professionals: 410** Total Headcount: 601

Thomas Weisel Partners Overview: 

TWP is a fully integrated merchant bank organized around the leading U.S. growth sectors and encompassing both traditional agency and principal activities Banking 78 professionals having completed $140 billion in transactions since inception Corporate Finance industry experts and world class Mergers & Acquisitions and Private Placements capabilities Research 36 analysts covering 473 companies Thought leadership in and domain expertise on leading U.S. growth industries White papers and green book strategy piece Brokerage 122 professionals in sales, trading, and capital markets 2002 average daily trading volume of 40 million shares Private Equity Thomas Weisel Capital Partners: $1.3 billion late stage private equity Thomas Weisel Venture Partners: $255 million early stage venture capital Thomas Weisel Global Growth Partners: $290 million growth-oriented fund-of-funds Thomas Weisel Strategic Opportunities Partners: $159 million mezzanine debt and distressed situations Asset Management Hedge Funds: $85 million assets under management Distribution Management: A service to actively manage securities distributions and maximize post venture returns ValueQuest Strategies: $500 million assets under management Private Client Department 24 professionals managing $6.2 billion in assets TWP Core Areas of Activity Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

TWP’s breadth of products and services result in a partnership with growth companies throughout their corporate lifecycle TWP Investment Banking Focus Company Life Span Stage of Development M&A Advisory Research, Sales & Trading Public Financings Corporate Services Private Placements Private Equity (TWCP) Venture Capital (TWVP) Private Public TWP Products and Services Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

TWP is one of the few banks remaining exclusively dedicated to servicing the leading growth companies TWP Investment Banking Focus Superior Execution Limited Execution Growth Focus Broad/ Diluted Focus Competitive Landscape Bulge-Bracket Banks Credit Suisse First Boston Goldman Sachs Morgan Stanley Merrill Lynch Salomon Smith Barney Commercial Banks Banc of America Securities Deutsche Bank JP Morgan UBS Growth-Focused Banks RBC / Dain Rauscher Wessels SG Cowen Soundview Technology US Bancorp Piper Jaffray Robert Baird William Blair Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

TWP Value Proposition The value of TWP does not reside in any single capability, but rather in the unique and powerful integration of its key strengths Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

TWP’s strategic advisory goal is to be the trusted adviser to senior management TWP generates creative M&A ideas through its deep industry knowledge and relationships with industry leaders TWP’s Differentiated Strategic Advisory Process Ongoing strategic dialogues with CEOs Track record of successful transactions Domain expertise Integrated private equity and banking efforts Creative M&A Idea Generation Visibility on Private Companies Relationships with Industry Leaders TWP M&A partners have an average of 15 years of M&A experience in M&A advisory Bulge Bracket Execution Capabilities Creative solutions – closed transactions Successful M&A Transactions Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

Transaction Size 41% 48% 11% Median = $131mm TWP’s Strategic Advisory Focus TWP has a breadth of advisory experience across all growth sectors and transaction types and sizes Buyside Sellside Strategic Investments Total Advisory Transaction Type 39 47 13 99 < $100mm $100mm - $1b > $1b Mean = $1.1b (1) Transaction Values determined at time of announcement. Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

Bold indicates lead-managed transactions. 2002 YTD Lead-Managed Experience Since inception, TWP has gained increasing momentum in leading financing transactions In 2002, TWP has lead-managed over 50% of its Follow-On offerings TWP Lead-Managed Transactions as a % of Total Transactions TWP 2002 Completed and Pending Follow-On Offerings Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

Bold denotes growth sector TWP Research Focus At TWP, growth companies do not compete with the Fortune 500 for research air time TWP’s exclusive focus on the top U.S. growth sectors allows it to provide the most timely, frequent and relevant research on growth companies Thomas Weisel Partners’ Sectors Consumer Healthcare Industrial Growth Media & Telecom Technology Other Sectors Covered by Wall Street Airlines Automotive Chemicals Construction Energy Entertainment Financial Institutions Forest Products Housing Insurance Metals & Mining Real Estate Textiles Tobacco Transportation Utilities Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

Through its focus on growth sectors, TWP provides comprehensive and in-depth research of U.S. growth industries Communications & Computing Systems Access / Edge Communication Components Enterprise Systems & Storage Wireline & Wireless Equipment Electronic Supply Chain & Semiconductors Electronic Components & SATS EMS Semiconductor Capital Equipment Technology Distribution & Electronic Components Software & Services Business & Technology Services Business Analytics Software Content Management Applications & Infrastructure Enterprise Applications Internet Infrastructure Services & Software Platform & Infrastructure Software Technology – 13 Analysts – 189 Stocks Media & Telecom – 4 Analysts - 51 Stocks Media & Broadcasting Publishing, Advertising & Marketing Services Telecom Services Towers/DBS/Cable Healthcare – 9 Analysts - 103 Stocks Biotechnology Diagnostics Healthcare IT & Services LifeScience Technology Medical Devices Pharmaceuticals Specialty Pharmaceuticals Consumer – 11 Analysts - 110 Stocks Education & Market Research Entertainment Software Financial Services Food & Beverages Hardline / Retail Hospitality & Leisure Restaurants Specialty Retail & Branded Consumer Industrial Growth – 2 Analysts - 20 Stocks Aerospace & Defense Environmental Services TWP Research Coverage Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

TWP’s Growth Focused Sales Force TWP’s institutional sales force has a strong track record with growth investors TWP’s sales professionals have an average of over 10 years experience calling on growth accounts TWP continues in its strategy of focusing on emerging growth stocks AIM Advisors Alliance Capital Management American Century American Express Financial Advisors Ardsley Partners Chartwell Investment Partners Columbia Management Columbus Circle Investors Delaware Investment Advisers Dresdner RCM Global Investors Essex Investment Management Fidelity Management & Research Franklin Advisers Fred Alger Management J & W Seligman & Co J P Morgan Investment Management Jennison Associates LLC John Hancock Advisers John McStay Investment Counsel Loomis Sayles & Co Massachusetts Financial Services Merrill Lynch Asset Management Morgan Stanley Asset Management Morgan Stanley Dean Witter Advisors Neuberger & Berman LLC Nicholas-Applegate Capital Management Pilgrim Baxter & Associates Putnam Investment Management RS Investment Management State Street Research & Management TIAA-CREF Investment Management Wellington Management Institutions Ranking TWP Sales Franchise in the Top 20 Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

Source: AutEx Blockdata, updated through May 31, 2002, Factset Data Services Growth in TWP Institutional Trading Volume – Average Daily Shares Traded TWP Average Daily Volume (millions) NYSE & Nasdaq Volume (Millions) Since inception in Q1’99, TWP has grown substantially in its institutional trading volume versus the combined trading volume of the NYSE & Nasdaq Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

TWP ranks in the top 16 in total volume traded and in the top 12 in the number of shares traded per security TWP Trading Capabilities 2002 Listed and OTC Trading Volume Rankings Through June 30th Source: AuTex Blockdata Thomas Weisel Partners Overview

Thomas Weisel Partners Overview: 

TWP Experienced Executive Management TWP’s senior managers are some of the most experienced investment bankers on Wall Street Each client has multiple points of contact with senior TWP management Thomas Weisel Partners Overview

Thomas Weisel Partners Network: 

Thomas Weisel Partners Network

Thomas Weisel Partners Network: 

TWP Strategic Investors TWP’s strategic investors are thought leaders in the venture capital, private equity and financial communities in the United States, Europe and Asia (1) The Financial Institutions, in the aggregate, have committed $290 million to The Thomas Weisel Capital Partners Fund. In addition, CalPERS and Nomura have committed up to $1 billion and $125million, respectively for future private equity funds. Citicorp Venture Capital James Richardson & Sons Queen Emma Trust Venture Capital Private Equity Financial Institutions(1) Thomas Weisel Partners Network

Thomas Weisel Partners Network: 

TWP Board of Advisors TWP’s Board of Advisors includes leaders from the financial, corporate and government communities Name Affiliation Thomas Weisel Partners Network

Thomas Weisel Partners Network: 

Bazlen, Jim COO CSK Auto Heckmann, Richard CEO U.S. Filter Jenkins, Maynard Chairman and CEO CSK Auto Kemp, Jack Co-Director Empower America Sonsini, Larry W. Chairman of the Executive Commitee Wilson Sonsini Goodrich & Rosati Testa, Richard J. Co-Founder and Senior Partner Testa, Hurwitz & Thibeault, LLP Wilson, Pete Former Governor California Other Azrack, Joseph F. President and CEO AEW Capital Mangement, L.P. Beyer, Robert A. Group Managing Director Trust Company of the West Borgen, Erik President Borgen Investment Group Broad, Eli Chairman and CEO SunAmerica Day, Robert A. Former Chairman Trust Company of the West Fredericks, Richard Former Senior Managing Director NationsBanc Montgomery Securities Herbert, II, James H. President and CEO First Republic Bancorp Ludwig, Harald Advisor Dunhill Bank Caribbean Ltd McStay, John CEO John McStay Investment Counsel Wintrob, Jay Vice Chairman and COO SunAmerica Financial Services Abbey, Douglas D. Founder AMB Property Corporation Bucksbaum, John Executive Vice President and CAO General Growth Properties, Inc. Galbreath Megrue, Lizanne Managing Director Client Services Jones Lang LaSalle Gessow, Andrew Chairman Sunterra Corporation Roth, Stephen A. Chairman and CEO Secured Capital Shorenstein, Douglas Chairman and CEO The Shorenstein Company Stephens, Donald D.R. Stephens & Company Sternlicht, Barry CEO Starwood Zell, Samuel Chairman of the Board Equity Group Investments, Inc. Real Estate Brinker, Norman Chairman Brinker International Inc. Brock, Jr., Macon F. President and CEO Dollar Tree Stores, Inc. Elman, Robert President and CEO Desa international, Inc. Gittis, Howard Director Revlon Harman, Dr. Sydney Chairman Harman International Lee, Terry G. Chairman Bell Sports Martin, R. Brad Chairman and CEO Saks Incorporated Overton, David Chairman, President and CEO Cheesecake Factory Pedot, Nancy Former CEO Gymboree Ruth, Alice A. Former Senior Managing Director NationsBanc Montgomery Securities Siracusa, Louis A. Pete Baja Fresh Smith, Robert E. Founder Smith Goggle Stillman, Alan New York Restaurant Group Tauber, Henry E. Former Chairman and CEO Marker International Wynne, Steven E. President and CEO Adidas America Retail / Consumer Products / Restaurants Bowman, Jr., Ed. H. President and CEO F.Y.I. Incorporated Constantin, Gus Chairman and CEO Resource Phoenix Gartner, Gideon I. Chairman and CEO Giga Information Group Greenberg, Eric Chairman and Founder Scient Corporation Hennick, Jay S. President and CEO FirstService Corporation Howe, Robert M. President and CEO Scient Corporation Kelly, Thomas B. Partner Arthur Andersen LLP Mellett, Ed CEO AHL Services, Inc. Messmer, Jr., Harold M. Chairman, President and CEO Robert Half International Inc. Morgenstern, William E. President and CEO Rent-Way, Inc. Weaver, Mary-Ellen Chairman and CEO Data Processing Resources Corporation Westphal, Graham Bay Area Alarm Company IT Services / Business Services Levy, Michael Chairman, President and CEO Sportsline USA, Inc. Pillar, Russell President and CEO CBSi Siegel, John Chairman of the Board United Television, Inc. Winebaum, Jake Former Chairman Disney Online Media & Entertainment Beatty, Joseph A. Executive VP and CFO Focal Communications Corporation Esrey, William T. Chairman and CEO Sprint Hirsch, Carl E. President and CEO OmniAmerica McCaw, Craig O. Chairman and CEO Eagle River Investments Nothhaft, Henry R. Chairman, President and CEO Cocentric Network Corporation Ocepek, Anthony S. Former COO OmniAmerica Quigley, Phil J. Chairman and Former CEO Pacific Telesis Sando, Arthur R. Senior Vice President WinStar Communications, Inc. Taylor, Bob CEO Focal Communications Corporation Communications Services Baskin, Herbert Former CEO General Parametics Bailey, Robert President and CEO PMC-Sierra Behrendt, Peter D. Board of Directors Exabyte Corporation Chandler, Scott L. CFO Rhythms Netconnections Inc. Chandrasekhar, K.B. Chairman of the Board of Directors Exodus Communications, Inc. Conn, Charles CEO Ticketmaster Online-CitySearch, Inc. Goel, Prabhu Chairman and CEO Duet Techonolgies Gupta, Naren Chairman Integrated Systems Hanna, David Sage Software Hapka, Catherine M. Chairman and CEO Rhythms Netconnections Inc. Hinman, Brian L. Chairman and CEO 2 Wire Hornthal, James J. Chairman of the Board of Directors Preview Travel, Inc. Kaplan, S. Jerrold President and CEO ONSALE, Inc. Katz, Sheldon data-prompt, Inc. Leong, Hui Shing Director Flextronics International Limited Marks, Michael E. Chairman and CEO Flextronics International Limited Matteucci, Paul President and CEO Mpath Interactive Moley, Richard M. Former President and CEO StrataCom Odeen, Philip A. Executive Vice President TRW Systems & IT Group Oshman, M. Kenneth Chairman and CEO Echelon Corporation Parise, Thomas C. President and CEO Diamond Multimedia Systems, Inc. Phelps, Barry CEO Netcom Systems, Inc. Scally, Michael President Rogue Wave Software Schroeder, William J. President and CEO Diamond Multimedia Systems, Inc. Shah, Ajay President and CEO Smart Modular Technologies Shell, West President and CEO Netcentives Siebel, Thomas M. Chairman, President and CEO Siebel Systems, Inc. West, Mike Board of Directors Netcom Systems, Inc. Technology Becker, Douglas President and Co-CEO Sylvan Learning Systems, Inc. Hoehn-Saric, R. Christopher Chairman and Co-CEO Sylvan Learning Systems, Inc. Keller, Dennis J. Chairman and CEO DeVry Inc. Kernan, John T. Chairman and CEO The Lightspan Partnership, Inc. Levine, Norman M. Vice President of Finance DeVry Inc. Milken, Michael Chairman Knowledge Universe Taylor, Ronald L. President and COO DeVry Inc. Education Barbakow, Jeffrey C. Chairman Tenet Healthcare Corporation Bindley, William E. Chairman and CEO Bindley Western Industries, Inc. Seelenfreund, Alan Chairman of the Board McKesson Corporation Smith, James C. Chairman and CEO FIRST HEALTH Group Corp. Thiry, Kent J. CEO Vivra Specialty Partners, Inc. Healthcare TWP CEO Founders’ Circle TWP’s CEO Founders’ Circle is comprised of nearly 200 leaders in the growth community As a group, the members have invested over $120mm in the TWCP fund Thomas Weisel Partners Network

M&A Case Study: 

M&A Case Study

M&A Case Study: 

M&A Case Study ProxyMed Acquires MedUnite From Nation's Seven Largest Payers TWP acted as the exclusive financial advisor to ProxyMed in its purchase of MedUnite for $10.0 million in cash and $13.4 million in 4% convertible debt Overview Thomas Weisel Partners acted as exclusive financial advisor to ProxyMed in its acquisition of MedUnite Transaction provides the marketplace with a viable alternative to the marketplace leader Increases ProxyMed’s exposure to 7 major healthcare insurers Transaction structure provides significant incentives for MedUnite’s shareholders to direct significant incremental transaction volume to the new combined platform quickly and on a long-term basis TWP Role Managed entire process for ProxyMed including: Valuation analysis Negotiation strategy and tactics Due diligence Merger agreement review Fairness Opinion Positioning with analysts and investors The Result On December 31, 2002, ProxyMed entered into an agreement to acquire MedUnite for $23.4 million Form of Consideration: $10.0 million in cash / $13.4 million in 4% convertible debt Dilutive to EPS in 2003; Accretive in 2004 ProxyMed shares were up 6.7% in the first trading day following the announcement

M&A Case Study: 

M&A Case Study ProxyMed Acquires MedUnite From Nation's Seven Largest Payers TWP acted as the exclusive financial advisor to ProxyMed in its purchase of MedUnite for $10.0 million in cash and $13.4 million in 4% convertible debt Key Market Themes Identifiable in this Transaction M&A transactions are increasingly difficult to execute in this environment Buyers are extremely risk adverse Significant premium on cash consideration in acquisitions Innovative structures help to bridge the valuation gap This deal was notable in that Most publicly traded Companies are unwilling to incur dilution in an acquisition; this deal was highly dilutive to 2003 EPS for ProxyMed ProxyMed has just reached positive EPS in 2002 But ProxyMed viewed this transaction as attractive and necessary for a number of reasons: Provides immediate incremental scale (volume of transactions) for claims business – Size Matters Provides leading technology with real-time platform Management team has a history of successful operating turn-arounds MedUnite acquisition significantly enhances ProxyMed’s relationships with its largest customers Earn-out structure motivates customers to increase business to ProxyMed The competing late-stage bidder was industry leader WebMD MedUnite was originally founded to create a viable alternative competitor to WebMD WebMD’s final offer was economically stronger, but strategic incentives and continuing equity interests served to bridge valuation gap

Selected Transaction Experience: 

Selected Transaction Experience

Selected Transaction Experience: 

TWP Investment Banking Track Record TWP is the investment bank of choice for growth companies Over 300 transactions completed worth $140 billion since 1999 Selected Transaction Experience

Selected Transaction Experience: 

Sales & Trading Proving the TWP Model: The Polycom relationship exhibits TWP’s ability to focus the entire firm’s efforts on a single client #1 trader since February 2000 Creative Ideas Lead manager for Feb 2002 Follow-On 56 reports published since 9/14/99 2001 Research Mergers & Acquisitions Corporate Finance Selected Transaction Experience

Selected Transaction Experience: 

TWP Private Equity Capabilities - $ millions TWP has raised $2.2 billion to be invested across five funds TWP’s private equity funds give it a unique perspective on the market Selected Transaction Experience

Selected Transaction Experience: 

TWP Private Equity Capabilities TWCP and TWVP are the most active of TWP’s private equity funds TWCP has raised $1.3 billion and has invested $818 million in 34 companies TWVP has raised $255 million and has invested $59 million in 8 companies Software Communications Equipment Thomas Weisel Capital Partners Selected Investments Thomas Weisel Venture Partners Selected Investments Investments by Sector Investments by Sector Healthcare Business Services Software Communications Equipment Electronics & Semiconductor Media & Telecom Services LEVERAGED BUYOUT CO-LEAD INVESTOR Selected Transaction Experience

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