PROSPECT PARTNERS, LLC, AND CAFFERY CAPITAL PARTNERS, LLC ACQUIRE CoAMS HOLDINGS, INC. WITH MANAGEMENT

CHICAGO, Ill.—July 19, 2002 : Together with management, Prospect Partners, LLC of Chicago, Illinois and Caffery Capital Partners, LLC of Winnetka, Illinois are proud to announce the acquisition of CoAMS Holdings, Inc. (“CoAMS”) of Chicago, Illinois.

CoAMS is a marketing services company specializing in the outsourced management, administration, and design of cooperative advertising and trade promotion programs for leading consumer product manufacturers and their retailer networks, and to leading technology manufacturers and their distributor/dealer organizations. For nearly six years, CoAMS has had an Internet-based application system that has transformed the company into a leading business solutions provider by delivering all critical services over the Internet, such as a private client web site and database operations.

CoAMS is the second largest company in its industry, processing nearly one million claims annually for clients that include some of the largest and most respected manufacturers in the United States across a variety of industries, including: hardware and building materials, computers and software, telecommunications, pharmaceuticals, packaged and household goods, appliances and electronics, insurance, and apparel.

CoAMS’ Founder and President Jerry Shaffer will lead the transition, aided by Nick James, CoAMS’ Senior Vice President, Ken Nairne, CoAMS’ Vice President of Sales, and Michael Edwards, Vice President of Client Services.

“CoAMS is a recognized leader in this industry with potential to grow through added services and new clients, as well as through acquisition of complementary businesses,” explains Erik E. Maurer, a Principal of Prospect Partners. “We are very impressed with the management and industry expertise of Jerry Shaffer, Ken Nairne, and Nick James, and are looking forward to working with the team in growing the business.”

“We identified CoAMS as an ideal candidate for growth,” explains Tom Caffery of Caffery Capital Partners. “A twenty-year foundation and strong client base, coupled by its ongoing technological sophistication and integration of service offerings, has set CoAMS apart as a leader in its niche industry and as a company well-positioned for a growing role in the larger business process outsourcing arena.”

Founded in 1982 by twenty-five year advertising industry veteran Jerry Shaffer, CoAMS’ core business began in processing claims, and has since expanded into a full-service marketing services firm providing deduction management, market research, consulting, tearsheet collection, competitive advertising tracking, retail merchandising, rebate processing, sales commissions processing, lead tracking and fulfillment and media buying, as well as the creative and production services of a full-service advertising agency. Most recently, CoAMS’ backend analysis capabilities have distinguished the company by providing the information its clients need when developing and reconciling marketing expenditures, including: industry and channel comparisons, Return on Investment (ROI)analyses, and forecasting.

“Over the past six years, CoAMS has been delivering backend information through an Internet-based application system accessible to clients our on-line,” explains Shaffer. “We’ve become the industry’s technology leader by transforming the company from a traditional service bureau to a leading Business Solutions Provider, and now we’re ready to take it to the next level. Our team looks forward to working with Prospect and Tom Caffery to grow the business I started twenty years ago. Our goal is to be number one in our industry. With Prospect and Tom Caffery as our partners, we will reach this goal much more quickly.”

For Prospect Partners, the acquisition is a promising new platform. CoAMS will benefit from Prospect Partners’ successful, long-term experience in building lower middle market companies. Together with Caffery Capital Partners, Prospect Partners and CoAMS will seek to acquire other business process outsourcing or marketing services companies.

Prospect Partners, LLC of Chicago, Illinois is a $105 million private equity fund focused on management-led leveraged acquisitions of lower middle market companies with niche strategies.

Caffery Capital Partners, LLC is a private equity firm focused on acquiring middle market companies in partnership with proven entrepreneurs and management teams.

For more information on CoAMS, visit www.coams.com. For more information on Caffery Capital Partners, call Tom Caffery at 847.476.2695 or email tomcaffery@attbi.com.