Helm Resources, Inc.

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Beautifully engraved SPECIMEN certificate from the Helm Resources, Inc. This historic document was printed by the Security-Columbian United States Banknote Company and has an ornate border around it with a vignette of the company logo. the certificate show Herbert M. Pearlman as President. Helm Capital Group Inc. (HCGI), through wholly owned subsidiary Mezzanine Financial Corp. (Mezzanine), provides financial assistance to affiliated and unaffiliated companies through loan participations. As of December 31, 1999, Mezzanine had loan participations outstanding in the aggregate amount of approximately $2,288,000, which participations have an annual rate of return of 15% per annum. Additionally, HCGI maintains a $209,000 limited partnership interest in the Mezzanine Financial Fund L.P. (the Fund), a limited partnership which makes collateralized loans to companies in a manner similar to Mezzanine Financial Corp. The Fund is in the process of being liquidated. HCGI also maintains an investment in Intersystems, Inc., which provides custom resin compounding services for thermoplastic resin producers through a wholly owned subsidiary, Chemtrusion, Inc. Chemtrusion provides the value-added service of custom compounding thermoplastic resins for resin producers. Custom resin compounding involves the combining of a resin with various additives such as pigments, impact modifiers, mineral fillers or stabilizers to customize the product to a particular end use. The end use may require color, opaqueness, toughness, stiffness, flame or chemical retardance characteristics or other specified qualities not available in standard thermoplastic resins. These compounds are used extensively in consumer products, packaging materials, automotive parts, and in the electrical, agricultural and office equipment industries. A variety of compounds are manufactured by Chemtrusion, including mineral and glass filled polyolefins, specialty resin alloys and additive concentrates.