Starfish Family Services

October 26, 2007

Fred Leeb and Associates, LLC
4226 Cherry Hill Drive
Orchard Lake, Mi 48323

Dear Fred:

In May, 2006, at the request of the Starfish Board, you delivered a “preliminary scouting report” with your observations and recommendations regarding the financial challenges facing Starfish at that time. We were impressed with the depth of your preliminary analysis and contracted with your firm for a deeper analysis and development of a turn around plan. The Board ultimately engaged you as interim CEO of Starfish to implement that plan.

We could not be happier with the results achieved in such a relatively short time. You assisted us in reducing our costs while simultaneously negotiating an increased revenue stream from our funders. We have gone from a very tenuous day to day cash flow position to a positive, predictable cash flow. Our accounts payable balances are all now current. Our income statement will show a surplus for the year ending September 30, 2007 and we have confidently budgeted a surplus for the year ending September 30, 2008. Our working capital has gone from a substantially negative balance to positive. Our bank credit line which had been maxed out on a regular basis is now at or near zero and is being used for normal cash fluctuations. Our relationship with our bank is excellent. Our relationship with the various governmental agencies that fund our operations has greatly improved as our financial condition has improved. Our auditors are happy with the turn around and have lifted a “going concern” opinion given in the 2004 audit. In short, Starfish has returned to financial health with your dedication and leadership.

In the midst of all this change, Ouida Cash, our founder and much loved and appreciated CEO of 29 years, was diagnosed with leukemia, hastening her anticipated retirement. You have assisted the Board in recruiting a new CEO and strengthening the leadership team.

Most importantly, you have accomplished all of this with the appropriate combination of firmness and gentleness. You developed the same passion for the agency as those of us who have served for years. You have demonstrated empathy, sensitivity, and passion for the mission which are not qualities commonly associated with turn around consultants in my experience.

You were a true partner with the Board and we are very grateful. I can recommend you without reservation and would be happy to discuss our experiences with any prospective clients.

Thank you, Fred, for a job very well done.

Sincerely,

William S. Mitchell
Chairman of the Board

Starfish Family Services

August 1, 2007

Kyle Caldwell
President and CEO, and

Sam Singh
Senior Advisor and former CEO
Michigan Nonprofit Association
1048 Pierpont, Suite 3
Lansing, MI 48911

Re: Consultant Recommendation for Fred Leeb

Kyle and Sam:

I am writing partly to re-connect and partly to let you know that I had such a great experience with a consultant that I wanted to share it with you so that other MNA members who are perhaps going through the same thing will have someone to call if needed.

As you know, though Starfish has an annual budget of almost $11 million we went through some very difficult financial times. Despite a terrific board, staff and decades of experience including my 29 years at Starfish, we couldn't turn things around and get on solid financial footing. Fortunately, one of my board members had worked with Fred Leeb and asked Fred to come and help Starfish. It was the best thing that could have happened and now we are in great shape financially and that helps our programs and those we serve, not to mention the staff and board! There are very special talents involved in a "turnaround" situation and I believe we were all too close to it and didn't have that experience. We absolutely had to have someone help us. It is difficult to admit, with so much knowledge and so much hard work, that we couldn't do this alone, but I have learned that Fred and his associate, Geni Giannotti, know things that can be only be learned by doing this sort of work for years and for hundreds of companies.

From what I have seen and heard, some well-known turnaround firms that are called in to deal with the largest of for-profit companies and national non-profits can be no-nonsense and sometimes make decisions indiscriminately. They do not listen to the people who have spent many years at the company. The board and I did not want that sort of firm to help Starfish and knew that our culture would be ruined by that sort of "help". It's a little like "the operation was a success but the patient died". The people at Starfish are used to a participatory leadership style and even when something painful has to be done; it's done after listening to people and getting their input.

Remarkably, even though Fred and Geni have worked at other large successful turnaround consulting firms they operate very differently. While they know that hard decisions have to be made, they are made with humanity and a careful review of what the major players have to say. Fred is quiet, thoughtful and extremely good at what he does and the board and I found him wonderful to work with. Our staff now understands how fortunate we were to have help to work through the issues we had and they feel that, while there were differences between our usual work style and theirs, things were done for a reason and with respect for those involved. That again is quite unusual for those who make these remarkable turnarounds. That's why Fred created his own company, so that he could do the critically important work without the negative behavior that often is destructive to the very company needing the help.

Fred also respects and enjoys the nonprofit environment and appreciates our mission. He was so pleased to be able to help those of us taking care of children and families, rather than just helping a company fix their "bottom line". His associate, Geni Giannotti, who helped him make this turnaround a success, is a woman with amazing talents in many areas but her primary focus was on improving our bottom line, maximizing reimbursement of our costs and unraveling years of complex financial transactions that no longer made sense to anyone! They worked nonstop, thousands of hours, to get us on the right track and get us back to doing what we do so well; live our mission through our programs and people.

Now that this is the case, I want others to know that it is possible to find people who can help, despite the horrific economy in Michigan, our willingness to put ourselves at risk to help more people than our funds allow, and our significant knowledge of the nonprofit world. As with all consultants, though, it is difficult to find those who can do what is needed without serious negative side effects- especially in the financial arena. It's also tough to know who to call in this area. I'm so pleased that Fred was able to help us and believe that there are others who could use the help but may not know where to turn. I can highly recommend Fred and his firm and hope that others will call him if they need help.


Sincerely,

Ouida Cash, Ed.D.
CEO Emeritus, Starfish Family Services

Loop Parking Company

March 28, 2005

To Whom It May Concern,

The Sabes Jewish Community Center in Minneapolis, Minnesota underwent a complete leadership change beginning in April 2004. Several members of the Executive Committee became aware of Fred Leeb and his firm, Non-Profit Management Group, was engaged to complete a strategic plan. During the first several weeks of the management change, Mr. Leeb was engaged as the interim Executive Director. Ultimately, it was decided that Mr. Leeb would remain in that position until a full time director was hired. This period lasted through February 2005.

During this period, Mr. Leeb performed all the functions of the Executive Director in an exemplary fashion. He was able to organize the staff and the lines of reporting, manage the cash flow and begin to stimulate involvement by new lay people. In essence, he transformed a completely dysfunctional organization into one that communicated internally and was focused on performing the task at hand. Additionally, he effected several changes in personnel that resulted in an increased level of overall productivity.

However, most importantly, Mr. Leeb was able to instill a level of honesty and professionalism that had been absent for many years. There was improvement in the relationship with the Minneapolis Federation and United Way, joint programming with a host of other community agencies and new ideas for programming within the agency itself. Partnership, whether external or internal, became a way of life and was incorporated into the fabric of daily operations.

These changes will continue to benefit the agency as it moves forward with its new management team well into the future, and Minneapolis owes a sincere debt of gratitude to the work accomplished by Mr. Leeb.

Sincerely,

Jerel J. Shapiro
Co-President, Sabes JCC

NuTein

April 26, 2005

To Whom It May Concern:

I am writing this letter on behalf of Fred Leeb, Managing Director, Fred Leeb & Associates, LLC. I am fortunate to have had an opportunity to work directly with Fred over the past two years. Besides my day job being President and CEO of Nu-Tein, a nutraceutical company with offices in Minnesota and Nebraska, I am the Co-President of the Sabes Jewish Community Center of Greater Minneapolis (JCC). Due to great financial difficulties and an immediate departure of the Executive director of the JCC in 2003, the Board of the JCC was faced with a number of difficult issues and opportunities surrounding a total financial and staff workout at the JCC. I was appointed by the JCC Board to take the lead in finding a qualified consultant to help us through our workout at the JCC. After doing a national search we were put in contact with Fred.

Upon conducting a thorough inquiry of Fred’s prior successes as a consultant, we brought Fred on to perform two major functions for our JCC: 1) workout of financial issues and 2) immediately become a temporary Executive Director until a permanent hire could be made. Fred was specifically charged with many facets of daily operations of our JCC including but not limited to: rebuilding the board, creating new board committees, dramatically improving staff morale, changing key staff members, developing new reports to focus on cash flow and income projections, develop new marketing channels, improving our communications with United Way, working with our funding sources including the Minneapolis Jewish Federation and other sister agencies, creating many new collaborations. I must say the list actually goes on; I believe we had over 12 pages of priority items that Fred prepared for us, implemented and managed during his tenure at our JCC.

Fred is a dynamic business leader with a great propensity for self-direction, performance, and additionally coaching and working with key staff and Board Members. Fred became the temporary head of all JCC staff members. After a critical assessment, he made some very difficult decisions to let certain staff members go so the JCC could start to rebuild for the future. Fred worked independently yet with clear channels of communications with our lawyers and appropriate Board members when dealing with such matters.

Additionally, Fred was able to identify specific financial issues, recommend creative solutions and implement changes enabling the JCC to mitigate losses while creating a strategic short term plan to regain a solid financial footing. Fred continues to assist our JCC with its turn around by heading a strategic marketing assessment of our early childhood educational program, one of our largest revenue producers.

I consider Fred a capable and competent addition to any business project both non-profit and for-profit. I have developed a keen respect for Fred and his ability to perform a quality job in the midst of a very chaotic and transitional work environment. I feel fortunate to consider him not only a colleague but a new and dear friend. I am confident that he will be an asset to any project in which you are fortunate enough to have his involvement.

Please do not hesitate to contact me directly if you would like to discuss this matter in greater detail.

Best regards,

Todd Leonard
President and CEO

From one of the client’s board members

From the client’s president

“Fred Leeb worked in a highly confidential manner to quickly evaluate the situation, identify the underlying issues and then develop very practical solutions. Fred was very successful in his approach because he recognizes that it is extremely important to communicate properly and effectively, particularly when working with many attorneys.”

From the Executive Director of the client

“Fred Leeb uses his very strong analytical and financial skills to thoroughly understand a company’s strengths and weaknesses. Then he creates value by working with management and employees to develop a vision and practical action plan for success. Fred respects management’s expertise and builds teamwork. His successes are my ongoing clients.”

From the attorney for the client

“I have worked side by side with Fred for a number of years – I have been impressed with how he offers well thought-out solutions to complex problems. Fred always brings a seasoned common sense approach to business issues.”

From a former colleague

“Fred Leeb came into a very difficult situation where problems had festered for a long time. The first thing he did was listen very carefully to people in all parts of the organization. After only about one man-week of in-depth analyses he prepared an in-depth scouting report with many hard-hitting recommendations and practical solutions. Fred demonstrated to us and the client company that he had a very strong work ethic and was right on target with his recommendations. He was well-accepted as a leader by our clients and helped employees to take more initiative and organize new strategies and action plans for the future. The engagement was a major success, much more so than we ever expected.”

From the senior lender to the client

“It is always a great pleasure to work with you [Fred Leeb] in matters such as this as your contributions consistently enable me to complete my team of professionals that attempt to cost-effectively maximize the return to creditors in our firm’s numerous business wind downs, workouts and formal reorganizations.”

From the client’s attorney

“In my capacity on the Board and as the Treasurer of a large charitable organization, I have worked with Fred Leeb for about four years. We have hired him for numerous special projects: to identify underlying problems and recommend practical solutions, to bring us to a higher level in managing our businesses and to get projects done when we couldn’t do them ourselves. In every case, he has worked hard to understand our unique issues and to communicate very well. Fred has repeatedly done an excellent job.”

From a board member/treasurer of the client

“The process with my client was very painless, was based on developing strong new lines of communication and resulted in all employees participating to develop successful new strategies.”

From the outside accountant for the client

“Your ‘shirt sleeves’ approach to gain an understanding of our operations, in an effort to generate cash for [the client], provided you with some basic knowledge of our business which subsequently proved valuable to [the client]. We were impressed by your ability to quickly learn many of the complex concepts and transactions of the [client’s] business. Your attention to details often proved helpful as the same questions were often asked by different people. Your many probing questions were well organized and often on target. It was to [client’s] good fortune that they recognized you had the ability and persistence to represent their interests in the sale. As that responsibility unfolded you developed a more in depth understanding of our business. It is likely that you developed a better understanding of our business operations than many of our senior staff. You became one of the primary communicators in the sale process. The varied persons you dealt with in the transaction included management, investment bankers, potential buyers, attorneys, and consultants. In the many meetings in which we jointly participated, you were always able to communicate your points or have your questions clearly understood by the other participants. Through all of our many communications and sometimes difficult meetings, you were always patient, honest and a gentleman. We believe that those characteristics together with the technical abilities we described above, make you uniquely qualified to provide management consulting services. We would certainly recommend you to anyone who is considering your services.”

From the client’s VP/ CFO

“We have worked with your Firm over the past year and have experienced a relationship that is professional and diligent in the financial matters that your have been engaged to perform. Our clients are very pleased with your sound advice and results that they have experienced. They have found you to be very hard working, diligent, honest and most importantly, able to have a clear vision of what must be done even in the most difficult and trying circumstances. Currently we are bringing to a conclusion an engagement that is in a work out situation with its commercial bank. You were swift in your analysis of the realities of the company and you were honest and clear in your presentation of the facts to not only the owners and employees, but also to the bank, the attorneys, and to certain suppliers and secured creditors. You were quick to point out the necessity of a change in the day to day management of the company. You were able to foresee and prioritize critical issues so they could be addressed properly, focusing on cash issues and accurate cash flow projections for your deliberations with the bankers and vendors. You worked very hard and spent several nights and weekends to meet the deadlines of this engagement. Through it all you have been an excellent, cool-headed advisor who always has been fully committed to add the greatest value as fast as possible and it has been a pleasure working with you. We work with many professionals and financial people. We know that we can rely on you to do an excellent job for our clients. We would enthusiastically refer your firm to other engagements as they arise.”

From the accountant for the client

“Fred is an excellent crisis management team executive. As in any turnaround, the hours are long, the pace intense and the analysis and decisions critical. Fred was involved in all aspects of business plan preparation, liquidation analysis, non-essential asset identification, court appearances and support of motions, etc. He was an essential member of the turnaround team whose analysis work represented a major underpinning in the successful reorganization effort and plan.

From the client’s CEO

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