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BCA Completes $65 million leveraged recapitalization for Universal Tax Systems

Investment assures continued growth of leading tax software and services provider

Rome, GA, and Cleveland, OH - July 22, 2004 -- Primus Venture Partners, Inc. (Primus), a Cleveland-based private equity firm, has acquired Universal Tax Systems, Inc. (UTS) in a transaction valued at $65 million. The company’s senior management team and founding shareholders will retain ownership interest in the company and joins Primus as participants in the new investment group. Brentwood Capital Advisors LLC acted as exclusive financial advisor to UTS by securing the subordinated debt and private equity financing for this recapitalization.

UTS publishes the popular TaxWise® Software used by accountants and professional tax preparers to prepare federal and state income tax returns. The company is also one of the largest providers of electronic filing services for income tax returns.

Jonathan Dick, Managing Director of Primus, said: "We were attracted to UTS by the high quality of the TaxWise product offering and the strength of its management team as well as the company’s exceptional growth dynamic."

Phillip Molner, a Director of Primus, added: "With the infusion of new capital, UTS is ideally positioned to expand its leadership in the attractive professional tax software services market."

Bill Anderson, Chief Executive Officer of UTS, said: "This transaction is good news for our customers, our associates and our shareholders. It provides well-deserved liquidity to our many long-term investors while allowing management and employees to continue execution of our business strategy. Most importantly, it guarantees our customers that they will receive the same high quality products and services without interruption. We look forward to working with Primus to continue to grow our business."

Anderson added: "The professional tax software market has undergone significant consolidation in recent years, forcing many preparers to involuntarily switch programs or be left with inferior or unsupported technology. TaxWise has benefited from this trend by providing exceptional service and reliable software at a fair price. With the backing of Primus, we are clearly positioned to be a leader in this market."

Antares Capital Corp® and AmSouth Capital Corp® provided senior debt financing for the transaction and Allied Capital Corporation® provided the subordinated debt financing.

About Universal Tax Systems and TaxWise

UTS, Inc., a leading provider of software to the accounting profession, publishes the TaxWise suite of professional income tax preparation software. UTS provides tax preparation software for CPAs, accounting professionals, Enrolled Agents, and tax preparers across the country. Located in Rome, Georgia, UTS employs more than 400 people.

About Brentwood Capital Advisors

Brentwood Capital Advisors LLC (www.brentwoodcap.com), founded in 1999, is a privately held investment bank headquartered in Brentwood, Tennessee whose senior investment bankers provide high-caliber, objective advice to middle-market companies requiring capital raising or mergers and acquisition advisory services.

About Primus Venture Partners

Primus Venture Partners, Inc. (www.primusventure.com) is a Cleveland, Ohio-based private equity partnership committed to funding private companies with exceptional growth potential. Founded in 1983, Primus has established a national reputation for funding successful companies. Primus currently manages $625 million of private equity capital across five funds. With over 120 collective years of investment and operational experience, the firms 6 investing partners work closely with senior management teams to generate superior returns in the form of long-term capital gains over a multi-year period.

About Antares Capital Corporation

Antares Capital Corporation (www.antarescapital.com) is a leading provider of financing to private equity-backed companies. Since Antares’ formation in 1996, the firm has completed more than 200 financings with over 100 private equity sponsors. With $1.5 billion of capital under management, Antares is recognized as a leading manager of alternative asset programs targeting the middle market.

About AmSouth Capital Corporation

AmSouth Capital Corporation (www.amsouth.com) offers a broad range of senior debt financing products targeted toward middle market companies and private equity sponsored acquisitions. AmSouth Capital provides asset based and cash flow financing ranging from $10 to $100 million to support internal growth, acquisitions, recapitalizations, refinancings, debt restructurings and bankruptcy reorganizations.

About Allied Capital Corporation

Allied Capital Corporation (www.alliedcapital.com) is the nation’s largest business development company and provides long-term debt and equity investment capital to companies in a variety of industries. The company also participates in the real estate capital markets as an investor in non-investment grade commercial mortgage-backed securities and collateralized debt obligation bonds and preferred shares. The company is headquartered in Washington, DC.