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CORPORATE FINANCE

Public Exchange Offer


Encore Marketing International Inc.

Lanham, Maryland

has successfully closed its offer
to exchange all of its outstanding

$24,241,000

Membership Sensitive Exchangeable
Subordinated Notes

for newly issued

2,424,100 Shares of
Convertible Participating Preferred
Stock and 277,800 Shares of
Common Stock

To be Traded on the
American Stock Exchange

The undersigned acted as the
Company's financial advisory,
structured the transaction and
managed the Exchange Offer.



Encore Marketing International, Inc.

The Company retained Carreden to assist Management devise a financial strategy to remain a viable provider of travel club services and avoid seeking Chapter 11 protection.

Carreden proposed an aggressive restructuring plan under which noteholders were encouraged to exchange debt for cash and newly issued shares of the Company's equity. Carreden successfully concluded the exchange offer with over 75 percent of the outstanding notes exchanged. Had the exchange offer failed, the Company could not have survived.