Mr. Donald F. Conway, CPA is a principal in Mercadien, P.C., Certified Public Accountants, a CPA firm with a multi-disciplined consulting practice. Mr. Conway specializes in securities fraud, forensic accounting, insolvency and reorganization, and litigation support. Additionally, Mr. Conway’s experience in the sports and entertainment industry has included all facets of planning, managing, financing and operating major and

minor league organizations, the financial management of individual athletes and the operation of both national and international events. His credentials include positions as controller of the New York Mets Baseball Club, executive director of the United States Tennis Association, director of operations for the U.S. Open Tennis Tournament, representative of the USTA to the U.S. Olympic Committee and president of a major theme park.

Mr. Conway’s experience includes investigations relating to various forms of business transactions, including securities fraud, bankruptcy fraud and money laundering. During these investigations, he has worked with the New Jersey Attorney General’s Office, the New Jersey Bureau of Securities, the US Attorney General’s Office, the Federal Bureau of Investigation, and the SEC Enforcement Division.

His experience also includes developing, evaluating and negotiating reorganization plans, preference analysis, cash flow projections and liquidation analysis. Mr. Conway served as accountant to the trustee in such prominent cases as “Crazy Eddie” and as accountant and financial advisor to the Creditors’ Committee in the Robert E. Brennan Chapter 11 bankruptcy proceedings. He is experienced in the area of out-of-court workouts and successfully guided businesses out of difficult financial situations to avoid bankruptcy.

Since June of 1997, Mr. Conway has served as the Chapter 11 Trustee for the Bankruptcy Estate of Robert E. Brennan. The Debtor’s Chapter 11 case was precipitated by the entry of a judgment by the U.S. District Court in an action captioned “Securities and Exchange Commission versus First Jersey Securities Inc. and Robert E. Brennan,” requiring the Debtor and First Jersey to disgorge profits and pay interest of approximately $75 million.

During his term as trustee, Mr. Conway directed the litigation in a number of domestic and foreign actions. He settled the landmark Hibbert Brown Class Action Suit and an action brought by the Attorney General of New Jersey that was predicated on allegedly fraudulent conduct with respect to several securities in which the debtor and/or his affiliated entities held or controlled substantial ownership positions.

Mr. Conway has served as a witness before the U.S. Federal Grand Jury, the U.S. District Court of New Jersey and the U.S. Federal Bankruptcy Court for the District of New Jersey in matters of bankruptcy crimes, valuation, insolvency, fraudulent transfer and plans of reorganization. He has also served as a witness in various state courts in commercial litigation proceedings involving a wide array of accounting and valuation issues.

Mr. Conway successfully recovered substantial assets held in off shore asset protection trusts. He is experienced in off shore litigation and the retention and instruction of counsel in foreign jurisdictions such as Gibraltar and Nevis. He also directed forensic document examinations in foreign countries.

In addition, Mr. Conway served as liquidating trustee of the Manhattan Bagel Unsecured Creditors Trust. He was appointed as a mediator in the U.S. Federal Bankruptcy Court for the District of New Jersey. He was responsible for liquidating substantial shares of publicly traded stock.

Mr. Conway served as the chairman of the NJSCPA’s Insolvency and Reorganization Committee. During his association with that committee, he founded and served as chairman of the committee’s annual Insolvency & Reorganization Conference, which attracted approximately 200 attendees consisting of CPAs and attorneys. Panel members consisted of judges, attorneys and nationally recognized authors and speakers.

He was a featured panelist for the Association of Insolvency & Restructuring Advisors for the 2004 Annual Conference. The panel’s presentation was on cooperation with Federal and State investigations, and includes representatives from the Internal Revenue Service’s Criminal Investigation Division, Secret Service, and FBI. This nationally recognized conference is the authoritative venue for government prosecutors, judges, attorneys and trustees.

Mr. Conway has spoken at the Annual Meeting of the NJCPA Society as well as various chapter meetings. In addition, the NJ Institute for Continuing Legal Education invited Mr. Conway to participate in a number of their panels on such subjects as “Effective Debt Restructuring” and the “Financial Aspects of Chapter 11.” Furthermore, Mr. Conway has been published by ICLE on such subjects as the “Meaning of the CPAs Report on Financial Statements.”.

Mr. Conway has held the following positions:

• Financial Executive of the NY Mets Baseball Club
• Executive Director of the United States Tennis Association
• President of Six Flags Great Adventure
• Representative to the US Olympics Committee House of Delegates
• Negotiator for the USTA with the USSR for the 1986 Goodwill Games
• President of Mercer County Community College Athletic Foundation
• Member of the Board of Directors of SERV - This is a state wide provider of mental health services with a $17 million budget
• Member of the American Institute of Certified Public Accountants
• Member of the New York State Society of Certified Public Accountants
• Member of the New Jersey Society of Certified Public Accountants
• Member National Association of Bankruptcy Trustees
• Member of the Association of Insolvency and Restructuring Accountants