David A. Rogalski, CPA 6139 Lancashire Trail Liberty Township, OH 45044 (513) 739-3007 drogalski@cinci.rr.

com

Professional Qualifications Senior Finance Executive with over twenty one years experience in finance and st rategic management with a diverse background in national, multinational, public and private companies. Comprehensive experience and skills in strategic plannin g, budgeting, financial analysis, mergers and acquisitions, business process ree ngineering, restructuring, fund raising, treasury management, Board, lender and investor relations and credit and collections. Demonstrated leadership abilitie s in streamlining the presentation of financial data, centralizing financial ope rations and implementing cost saving information technology systems. Professional Experience ECOFRIDGE INTERNATIONAL, INC., Indianapolis, Indiana 2009-present A global, clean technology supplier of transportation refrigeration equipment, e coFridge is the brand name for a silent running, emission free, sustainable, cry ogenic, nitrogen based refrigeration system developed for cost effective commerc ial transportation refrigeration. ecoFridge enables transporters of temperatur e sensitive cargo to eliminate emissions, greatly reduce energy use and noise an d protect our environment. Vice President and Chief Financial Officer As the top finance and administration executive, I was -up organization under the mission to take the Company opment start-up organization in Eastern Europe to full in order to attract and raise venture capital funding. eport directly to the Chief Executive Officer. Contributions: * Instrumental in raising $15M in capital and senior debt. * Engaged and completed IFRS independent financial audit in preparation of offer ing memorandum. * Drafted offering memorandum seeking additional growth capital. * Led due diligence and worked cooperatively with CEO, Board of Directors, inves tment banking firm, investors and outside legal and financial counsel to secure new a venture capital Term Sheet raise of $17M. * Facilitated development of the Company's strategic business plan outlining sho rt-range and long-term goals. * Implemented a global commercial infrastructure. * Reengineered Company's finance and administration function including policies procedures and personnel. * Developed cash management funding process covering receipts, disbursement and capital. * Negotiated distributorships in France, South Africa and the USA to enact chann el strategies. * Directed and implemented cost accounting and pricing controls to identify and enhance product profitability. CORNERSTONE BRANDS, INC., West Chester, Ohio 2006-2009 recruited into this start from a Research and Devel global commercialization A corporate officer, I r

A $1.0B family of leading retail catalog companies for the home, leisure and cas ual apparel. A wholly owned subsidiary of NASDAQ Company, HSN, Inc., Cornerston e's lineup of direct marketing brands includes Ballard Designs, Frontgate, Garne t Hill, Improvements, Smith+Noble, The Territory ahead and TravelSmith Outfitter s. Vice President Finance and Corporate Controller As a top financial executive, I was responsible for timely and accurate preparat ion and reporting of all financial data used to prepare financial reports requir ed by Company management, provided experience-based strategic input to the manag ement of the business, directed a twenty five person team with responsibility fo r financial reporting, financial planning and analysis, treasury/risk management , credit and collections, Sarbanes Oxley compliance, accounts payable, accounts receivable, payroll and internal controls. A corporate officer, I reported dire ctly to the Chief Financial Officer. David A. Rogalski, CPA (page 2) Contributions: * Restructured Finance function into peak performing team with improved processe s, internal controls, operating metrics, enhanced reporting, budgeting, forecast ing and strategic planning processes. * Established the Financial Planning and Analysis Group to analyze operating and financial performance. * Developed a new comprehensive financial reporting package, which includes deta iled variance reporting, product segmentation, statistical ratios, metrics and t rend reporting utilized for all internal, parent and external reporting. * Directed the annual strategic planning and monthly forecasting processes and s trengthened accountability by partnering with senior-level management in all bus iness units. * Implemented automated cash management systems and rolled out new treasury prog rams that yield $1.0M in annual savings. * Initiated the installation of leading edge technologies to automate processes, expedite workflow and accommodate growth, while yielding over $0.5 million in a nnual savings. * Directed the initial implementation of Sarbanes Oxley to be compliant with Par ent company and have sustained compliance going forward. * Identified $0.8M in one-time savings while working with Parent company and out side tax firms to assure thorough tax compliance. * Active participant in the preparation of the S-1 SEC filing requirements for s pin-off from IAC/Interactive Corporation. NORWOOD PROMOTIONAL PRODUCTS, INC., Indianapolis, Indiana 2001-2006 A $400M supplier of event specific, personalized promotional products. Vice President, Finance (2004-2006) Directly accountable for monthly financial reporting, consolidations, budgeting, monthly forecasting and the annual planning process. Finance lead in the imple mentation of key strategic initiatives, the establishment of standard and activi ty based costing, product pricing, customer incentives, sales compensation progr ams and the analysis of customer and product profitability. Maintain lender rel ations for working capital revolving credit facility. A corporate officer, I wa s a member of the Norwood Leadership Team and reported directly to the Chief Fin ancial Officer. Contributions:

* Established the Financial Planning and Analysis Group to analyze operating and financial performance. * Reengineered the company's financial planning and forecasting process and mana ge these processes throughout the entire organization. Improved the annual oper ating budget process to focus on shareholder value generated by cash flow, as we ll as provide a forum for participation by business-unit management. * Designed sales personnel and customer incentive plans based on performance. * Created a comprehensive monthly financial reporting package for distribution t o senior management, the Board of Directors and the senior debt holders. * Worked extensively with investment banking firm and lenders on the re-capitali zation of the Company and the restructuring of the balance sheet, by converting $617M in senior debt to different forms of equity ownership with over 35 institu tional investors. * Negotiated new $30M working capital revolving credit facility, reducing annual fees and improving cash availability. * Formulated and implemented a standardized activity based costing and pricing m odel to analyze product and customer profitability. * Developed cash management funding process covering receipts, disbursement and capital. Vice President, Corporate Controller (2001-2004) Directed a Corporate Finance staff of sixteen and an entire Finance organization of more than one hundred twenty. Managed general accounting, financial stateme nt preparation, external financial reporting, corporate tax returns, budgeting a nd accounts payable. Responsible for internal audit compliance and external au dit requirements. Maintained working relationships with Board of Directors, Aud it Committee, external auditors, commercial bankers, lenders, investment bankers , vendors and customers. A corporate officer, I reported directly to the Chief Financial Officer. David A. Rogalski, CPA (page 3) Contributions: * Principal in the strategic plan to centralize all finance and accounting servi ces into a shared services environment. * Led the selection and installation of a state-of-the-art general ledger, accou nts payable, accounts receivable, asset management and financial reporting syste m. * Led the migration of Finance into a centralized shared services organization, which generated an annual expense reduction of more than $1.5M. * Implemented and developed standardized month end closing processes and procedu res, which drove the month end close cycle down to 4 business days. * Led logistics study with outside consultants to provide both senior management and the Board of Directors with key site cost and logistics information for str ategic planning. * Revised company-wide policies and procedures for initiating, justifying and ap proving capital expenditures. XETEL CORPORATION, Austin, Texas 2000-2001 A $200M NASDAQ multi-location high tech contract manufacturing company Director of Corporate Finance/Corporate Controller Identified financial needs and led the design, development and implementation of improved business processes to improve timely and accurate information, reduce expenses and increase company cash flows. Directly accountable for financial an

d SEC reporting, consolidations, the budgeting and planning process, forecasting , treasury management, accounts payable, billing and credit and collections. Ma intained working relationships with external auditors, Board of Directors, Audit Committee, commercial bankers, lenders, vendors and customers. Worked extensiv ely with investment bankers, outside legal counsel and financial auditors in the preparation of a secondary public offering. An Executive Committee member, I r eported directly to the Chief Financial Officer. Contributions: * Reengineered company's Finance organization, reducing headcount and associated expenses through the development of a shared services organization. * Led in the restructuring of the Company's working capital credit facility. * Implemented treasury management model and managed the company's cash and revol ving credit facility. * Restructured personal property taxes that reduced expenses by more than $1M an nually. * Drove the month end close cycle from 15 business days to five business days an d the quarter end closing cycle from five weeks to 10 business days. * Managed employee stock option plan. * Responsible for the preparation and filing of all SEC financial reporting requ irements. * Worked extensively in the preparation of a secondary public S-3 offering. TRAVIS BOATS & MOTORS, INC., Austin, Texas A $225M NASDAQ multi-location retail company 1996-2000

Director of Finance/Corporate Controller/Treasurer Identified organizational needs and led in the development and implementation of improved business processes and financial systems. Created a centralized share d services finance and accounting organization. Directed financial reporting, a udit requirements, the budgeting and planning process, forecasting, cash managem ent, general accounting, accounts payable, accounts receivable, payroll/human re sources, information technology, purchasing and sales tax reporting. Headed up the mergers and acquisitions due diligence team and the ERP system selection and implementation team. Interacted with commercial bankers, lenders, shareholders , Board of Directors, Audit Committee and major vendors on a regular basis. An Executive Committee member and the Corporate Assistant Secretary, I reported to the Chief Financial Officer.

David A. Rogalski, CPA (page 4) Contributions: * Led the design and development of the Finance organization. Implemented a cen tralized finance and accounting shared services environment, improving business processes and reduced associated headcount by 50%. * Integrated and centralized all of the newly acquired business's accounting fun ctions, reducing headcount and associated annual expenses by more than $1M. * Lead on sixteen successful mergers and acquisitions ranging from annual revenu es between $3-25M. Provided senior management with the analysis and recommendat ions of potential acquisitions, directed the due diligence and was responsible f or the integration of all mergers and acquisitions. * Negotiated and restructured revolving line of credit agreements to obtain more

favorable covenant restrictions, reduced interest rates and increased borrowing capacity. * Restructured IT department and championed the selection, installation and roll out of a new ERP system. Implemented cash management software to centralize el ectronic vendor payments and control the cash of more than fifty bank accounts a cross ten separate banks. * Restructured employee health plan that reduced annual insurance expenses by $1 M. * Ensured compliance of external financial, lender, insurance carrier and state tax agency audits. * Responsible for the preparation and filing of all SEC financial reporting requ irements. TRANSAMERICA COMMERCIAL FINANCE CORPORATION, Hoffman Estates, Illinois 1989-199 6 A $1.5B wholly owned subsidiary of NYSE Company, Transamerica and a provider of business-to-business distribution financing, leasing and commercial loan financi ng services. Senior Credit Analyst (1995-1996)

Directed, trained and supervised regional credit analysts in the underwriting of new and existing secured commercial loans. Maintained Credit approval authorit y on all credit lines of $1.5M or lower for designated region. Performed credit risk and financial analysis of customer's business financial statements and pro vided recommendations to senior management for credit line requests in excess of $1.5M. Key Account Analyst/Manager (1992-1995)

Served as both the internal operations manager, external customer service contac t and loan officer for existing clients with commercial asset based loans in exc ess of $1.5M. Responsible for monitoring the operational and financial performa nce of assigned clients on a daily basis. General Accountant (1989-1992)

Performed the general accounting duties for a division that encompassed over 110 facilities throughout the U.S. Education, Certification BS in Accountancy, DePaul University, Chicago, Illinois Certified Public Accountant, Illinois 1993 1991