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Goldsmith Agio Helms Announces the Sale of Bodybuilding.com to Milestone Partners

MINNEAPOLIS--(BUSINESS WIRE)--July 6, 2006--Goldsmith Agio Helms is pleased to announce the sale of a majority interest in its client, Bodybuilding.com (including Higher Power, Inc. and Athletes.com or the "Company"), to Milestone Partners ("Milestone"). Members of the founding DeLuca family will retain substantial ownership in the Company. Bodybuilding.com is a leading online retailer of nutritional supplements and fitness-related products targeting fitness enthusiasts. The Company operates two websites, bodybuilding.com and athletes.com, through which it sells an extensive line of nutritional supplements, including its proprietary Higher Power brand, as well as equipment and apparel.

Jim Clancy, a director with Goldsmith Agio Helms, stated that "Bodybuilding.com has literally exploded with growth during our representation, and it is remarkably profitable for a pure-play Internet retailer. Milestone is a great partner for the DeLuca's. They will help the Company quickly improve its sophistication in systems and infrastructure while supporting the special passion for fitness and high quality editorial content in the Company's websites." Mr. Clancy is a member of the firm's Specialty Retail and Direct Marketing Group as well as the head of its gym motivation vests Technology Group.



HIGHLIGHTS FROM THE TRANSACTION

Founded in 1999 by then 21 year old Ryan DeLuca, the Company has been recognized for its growth and success by a number of national publications and organizations and was named one of Inc. Magazine's fastest growing companies in 2005. In 2006, Chief Executive Officer Ryan DeLuca was named number 5 on the list of Inc. Magazine's top 30 entrepreneurs under 30 years old.



Commenting on the transaction DeLuca stated, "We are very excited about the fit between Milestone and Bodybuilding.com. Milestone's excellent track record in partnering with middle-market companies and helping them to achieve their full potential makes them an ideal partner with which to grow our business. And we are very pleased with the work of Jim Clancy and his team at Goldsmith Agio Helms in bringing us together with Milestone." John Shoemaker, Partner with Milestone Partners said, "We look forward to working with the Bodybuilding.com team to capitalize on a number of exciting growth opportunities."

Jim Clancy, Director at Goldsmith Agio Helms and lead banker on the transaction, commented, "Bodybuilding.com has created a very interesting business model by combining focused merchandising with unusually extensive content, creating a vibrant and loyal online community. Their outstanding reputation in the fitness subculture throughout the world has helped to drive the Company's growth and has established the Company as an industry leader. Bodybuilding.com is extremely well positioned to take market share in the rapidly growing fitness segment."

THE COMPANY

Bodybuilding.com (www.bodybuilding.com) is a leading online retailer of nutritional supplements and fitness-related products targeting fitness enthusiasts. The Company has been growing at a rate of 75% annually since 2001, and will achieve sales of over $60 million in 2006. The Company operates two websites, bodybuilding.com and athletes.com, through which it provides nearly 20,000 pages of expert advice on nutrition and fitness and sells an extensive line of nutritional supplements, including its proprietary Higher Power brand, as well as equipment and apparel. The Company operates from facilities located in Boise, Idaho and Tallahassee, Florida.

THE BUYER

Milestone Partners (www.milestonepartners.com), acquires controlling interests in established, lower middle market businesses in the $10 million to $100 million valuation range. Founded in 1995, Milestone provides capital to family-owned businesses and their shareholders to support ownership transitions, management buyouts, recapitalizations and growth. Milestone primarily focuses on niche manufacturing and value added distribution or service companies engaged in producing or distributing high margin products or services for industrial, commercial and/or consumer use.

ABOUT GOLDSMITH AGIO HELMS

Goldsmith Agio Helms (www.agio.com) provides sophisticated corporate finance advice and investment banking services to middle-market businesses. The firm's services include mergers and acquisitions, private placements of debt and equity, distressed advisory and restructuring, and valuations and fairness opinions. The firm operates internationally from its offices in Minneapolis, New York, Chicago, Los Angeles, and London. Goldsmith Agio Helms' Specialty Retail and Direct Marketing Group has completed more than 30 MA assignments in the catalog and online industry, with 7 in just the last 18 months, including Potpourri Group, Specialty Catalog, Disc Makers, SkyMall and Eckler's Enterprises.

If you would like more information about this transaction, contact Jim Clancy, jclancy@agio.com, at 612-339-0500.

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