Sample Business Plan ProVision Network

CONFIDENTIAL AND PROPRIETARY EXECUTIVE SUMMARY for PROVISION NETWORK, INCORPORATED Network A Professional's Group Purchasing TABLE OF CONTENTS COMPANY HISTORY AND BACKGROUND SERVICES OFFERED TARGET MARKET ..................................... 1 4 6 7 9 10 11 ......................................................... ........................................................... ..................................................... MARKETING STRATEGY COMPETITION ................................................................. MANAGEMENT ............................................................. ...................................... PROJECTED FINANCIAL INFORMATION COMPANY HISTORY AND BACKGROUND ProVision Network, Incorporated is an Internet based professional business-to-business enterprise providing essential high quality, lower cost products and services at prices not otherwise available to small and mid-size professional companies. Members will include Physicians, Dentists, Chiropractors, Attorneys, Accountants, Veterinarians and selected small businesses. The Company's rapidly expanding membership base provides continuously improved leverage in negotiating Preferred Supplier contracts, rebates, discounts and related membership benefits. ProVision's slogan is "We give you the time to do the things you do best!" ProVision currently provides a wide variety of programs and services to ophthalmologists, optometrists and other medical professionals in Virginia, Maryland, North Carolina, Arkansas and the District of Columbia. Our purpose is to reduce professional business practice expenses without changing the client's corporate identity. The Company specifically addresses the needs of the small to mid-size medical, legal, accounting and business professional who desires to decrease overhead expenses through economies of scale. Most medical, legal, accounting and business practices consist of between one (1) and ten (10) professionals and do not possess the purchasing power to command a group discount. ProVision combines all members to form a large network of professionals which is then positioned to negotiate substantial discounts from Preferred Suppliers. ProVision has currently negotiated discount agreements with thirty-four (34) Preferred Suppliers. See Exhibit A "List of Preferred Suppliers." These Preferred Suppliers sell hundreds of products essential to our clients. The Company's current and projected revenue sources include the following: * * * * * Membership Dues. Rebates and Commissions. Website Maintenance Revenues. Supplier Advertising Revenues. Website Advertising Revenues. The Company currently utilizes its web site and toll free telephone number to allow members to contact the Preferred Suppliers. Members may make purchases, ask questions, provide feedback, request a cost-benefits analysis and refer other potential members and suppliers to the Network. In addition to the website and toll free telephone number, the Preferred Suppliers also market to the members with the more traditional person to person and paper based method. Traditional marketing 2000 PROVISION NETWORK, ALL RIGHTS RESERVED INCORPORATED Page 1 has been essential to recruiting new members, expanding the supplier network and promoting the name of the Company throughout the professional business community. Our objective is to create the leading Internet-based professional business-to-business electronic commerce network for the purchase of overhead products and services. Our strategy to achieve this objective is to leverage the buying power of a large membership base to attract leading overhead suppliers to our ProVision-Network.com website. We believe a growing number of Preferred Suppliers in our network will in turn attract more members. We also believe this growth cycle will help create a true network effect, where the value to each member in the network increases with the addition of each new member, increasing the overall bargaining power of our ProVision solution. Historical Notes: ProVision Network, Incorporated is an "S" corporation which was incorporated in Virginia on October 20, 1998. The Company currently has four (4) shareholders. On October 12, 1999, the Company merged with VisioNet, Inc., a Virginia Corporation, established to provide group discounts solely to ophthalmologists. As part of the merger with VisioNet, all VisioNet shareholders received a Common Stock Warrant for their shares in VisioNet. The Common Stock Warrant grants each holder the right to purchase 100 shares of ProVision's Common Stock at 50% of its offering price i_f ProVision has an Initial Public Stock Offering on or before October 12, 2004. The founders of the Company own all of the Company's issued and outstanding common stock. These four shareholders are: John D. Sheppard, Jr., M.D. (31.67%), Keith LaFrance (31.67%), Todd J. Preti (31.67%) and Brian R. Dinning (5%). John D. Sheppard, Jr., MD, MMSc, graduated from the Brown University 7-year program in Medicine with 3 degrees under a full United States Navy Armed Forces Health Professions Scholarship. He is currently a principal shareholder in Virginia Eye Consultants, Inc. and Professor of Ophthalmology, Microbiology and Immunology at the Eastern Virginia Medical School (EVMS) in Norfolk, Virginia, Director of Uveitis Services, Director of Ocular Microbiology, President of the Lions Eye Bank of Eastern Virginia Executive Board, President of the Tidewater Ophthalmology & Otolaryngology Society, and Clinical Director of the Tommy Lee Center for Ocular Pharmacology. Keith LaFrance has been an Agent for Northwestern Mutual Life Insurance and Baird Securities of Norfolk, Virginia, for more than a decade. His nationally recognized accomplishments include sales records for regional and local accounts as well as innovative group marketing and underwriting techniques for large accounts. His target market is physicians, dentists, attorneys, accountants, owners of closely held companies and professionals. He has traveled and lectured throughout the eastern seaboard and serves as a Master Sergeant in the United States Marine Corp Reserves. 2000PROVISION NETWORK, NCORPORATED I ALL RIGHTSRESERVED Page 2 Todd Preti is a partner in the Norfolk, Virginia law firm of Payne, Gates, Farthing & Radd, P.C. He graduated from Randolph Macon College in 1987 and the University of Richmond School of Law in 1992. Prior to entering law school, he was a Commercial Loan Officer with Sovran Bank (now Bank of America). His particular areas of expertise include corporate law, public offerings, estate and tax planning, medical practice management, health care, and strategic corporate planning. Mr. Preti is a founding partner of ProVision Network and was Corporate General Counsel to VisioNet, Inc. Brian Dinning is a partner in the Norfolk, Virginia law firm of Payne, Gates, Farthing & Radd, P.C. He graduated from Grove City College in 1987, Regent University School of Law in 1990 and obtained his Master of Laws Degree (LL.M.) in taxation from the Georgetown University of Law Center in 1994. His special areas of expertise include international law, corporate law, strategic planning, and tax planning. 2000 PROVISION NETWORK, INCORPORATED ALL RIGHTS RESERVED Page 3 SERVICES OFFERED ProVision provides its members with group discounts through negotiations and economies of scale and convenient access to pre-screened, high quality, cost effective suppliers. In order to facilitate member-supplier interaction, ProVision provides website connectivity, toll free consultation and interactive software. ProVision's proprietary software will further empower member organizations to reduce processing costs and improve productivity by automating the procurement cycle online. ProVision's proprietary software will maintain an extensive, exclusive database of members, office managers and staff as well as supplier price and volume history. This invaluable resource is essential to implementation of the ProVision business plan, and instrumental to corporate interfacing with potential suppliers, affinity groups, and marketing partners. Information Technology Partners: Website architecture for supplier, member, and ProVision interaction requires the sophisticated design capabilities of experienced agencies. The best programming structures for our intended spectrum of activity are available from Vertical.net of Horsham, Pennsylvania. Vertical.net's vertical trade communities act as industry-specific comprehensive sources of information, interaction and electronic commerce. Application Service Provider (ASP) USInternetworking of Annapolis, Maryland is another outstanding potential partner. Website hosting in the most physically secure of environments is best outsourced at significant cost-savings to Exodus Communications of Santa Clara, California. Exodus, with Internet Data Centers in Northern Virginia, specializes in mission-critical Intemet Operations, network services and managed services, and high performance, scalable operations optimization. Secure internet financial transactions should be trusted to the industry leader, VeriSign based in Mountain View, California. VeriSign's secure online infrastructure, Website digital certificates, and OnSite service allow an organization to leverage the Company's trusted service infrastructure to develop and deploy digital certificate services for use by an organization's employees, customers and business partners. 2000 PROVISION NETWORK, ALL RIGHTS RESERVED INCORPORATED Page 4 Benefits to Members: ProVision's members have already experienced numerous benefits including the following: * * * Significant competitive group discounts on overhead expenses. Convenient, time efficient one-stop shopping for overhead products. Choice of personal sales representative, web site access or toll free customer service representatives. Office Manager/Administrator has more time to run the practice. * * Professional is not required to merge or sell their practice to effect economies of scale. Practice identity completely preserved while securing bulk pricing. * Benefits to Suppliers: ProVision Suppliers have experienced numerous benefits including the following: * * * * * * Increased volume and revenue opportunities. Access to the ProVision-Network.com Advertising on ProVision-Network.com website. website. Direct referrals from ProVision and other ProVision Suppliers. Promotion from ProVision's sales force. Reduced processing and sales costs through the website and ProVision's proprietary software. Integration and bundling of Supplier products and services. * 2000 PROVISION NETWORK, ALL RIGHTS RESERVED INCORPORATED Page 5 TARGET MARKET The Company's target market includes physicians, dentists, chiropractors, podiatrists, veterinarians, nurse practitioners, nurse midwives, physicians' assistants, psychologists, physical therapists, attorneys, and accountants, as well as other professionals. Currently, the Company serves ophthalmologists, optometrists, ear, nose and throat, and emergency room physicians, in Virginia, Maryland, District of Columbia, Arkansas and North Carolina. However, our objective is to market the Company throughout the United States, Canada and Mexico. The professional who would receive the greatest benefit from our services is the small to mid-size medical, dental, chiropractic, legal or accounting practice, because these entities are generally not capable of negotiating substantial discounts on their own behalf. We have pooled the membership to form a large network that justifies the Preferred Suppliers' substantial discounts. Current and potential members in the United States include: 700,OOQ 600,000 637,386 488,761 388,831 500,000 400,000 300,000 200,000 100,000 0 Physicians A_orneys 114,178 30,487 18,295 Accountants Dentists Chiropractors Veterinarians See attached ExhibitBfor state to state basis. a more detailed numerical summary ofthe potential market on a 2000 ALL PROVISION RIGHTS NETWORK, RESERVED INCORPORATED Page 6 MARKETING STRATEGY Marketing Plan Market Expansion The market for Company services should continue to expand for several reasons. First, the large health care insurance companies, including Medicare/Medicaid, continue to decrease reimbursements to the medical professional. Today's already overworked medical professional is generally unable to generate higher patient volumes. Therefore, practice strategy requires increased profits and decreased expenses. Second, the Office Administrators and/or Managers are equally overworked. Third, medical professionals remain unwilling to merge or sell their practices to decrease overhead expenses. Professional Practice Management Companies (PPMCs) have recently experienced extremely negative publicity. ProVision produces substantial discounts for its members while maintaining the member's independence and control. Furthermore, legal and accounting professionals continue to feel pressure from the highly competitive and saturated marketplace. ProVision anticipates logarithmic growth into three sequentially targeted membership fronts once a sales force has been established. * * * Growth within the core eye specialities as regional saturation increases. Growth into other medical specialities and non-physician medical groups. Growth into non-medical fields including law, real estate, accounting, architecture and engineering. The growth within each of these categories will necessarily correlate with certain geographic regions. The anticipated growth will likely occur along the same resistance pathways already seen with eye specialities: * * * * * Local membership within southeast Virginia. State-wide membership throughout Virginia. Regional membership within Virginia, North Carolina, Maryland and DC. Expand regionally within the Southeast, Mid-Atlantic, and New England. National membership. This geographic expansion should occur in parallel with multiple medical specialities and beyond to non-medical professionals. The ProVision concept capitalizes upon the fragmentation seen throughout our target membership industries. Thousands of small enterprises are unable to take 2000 PROVISION NETWORK, INCORPORATED ALL RIGHTS RESERVED Page 7 advantage of group discounts. Our experience has overwhelmingly demonstrated the disdain for overhead expense research and negotiation as well as the low priority professionals place upon cost savings within their business. Furthermore, there is no current internet based overhead reduction mechanism available exclusively targeting our market. Market Penetration The Company's marketing plan coordinates several strategies. First, the target market is identified and demographics are loaded into our database. The Company disseminates information through multiple conduits: * Establish personal relationships with professional society decision makers/leaders in order to offer ProVision membership as a value added benefit to society membership. Direct mailing of Company brochures with Internet web site address. E-mail notices to target market. Correspondence membership. from current member leaders endorsing ProVision * * * * Personal visit from Company sales staff. This will eventually be handled via the Company's web site. Preferred Supplier referrals and contacts. Deliver live presentations to medical, legal, accounting, architecture and engineering society members during their scheduled meetings. Negotiate agreements with Regional and National Health Care Suppliers/Health Insurance companies to offer membership in ProVision as a value added benefit to its membership. Advertise in Medical, Legal, Accounting, Architecture and Engineering Journals and magazines. * * * * 2000 PROVISION NETWORK, INCORPORATED ALL RIGHTS RESERVED Page 8 COMPETITION To our knowledge, the Company does not have any direct competitors whose primary function is to create a group purchasing network for our target market. However, our principal competitors are Practice Management Companies, other business to business websites, State and National Societies and Associations, such as the American Bar Association, American Medical Association and Virginia Society of Ophthalmology. These groups offer discounts on a limited selection of products with minimal cost savings. State and local professional societies attempt to provide group discounts. We have found, however, that the chief role of these societies, if they are at all effective, lies within the realm of political action at the state level, annual meetings, membership drives and continuing professional education. ProVision does not indulge in politics nor does it provide continuing professional education. Neither activity is inherently remunerative, nor does either activity present the potential of overhead cost savings. Nevertheless, educational information, advertising and access through ProVision conduits could be extremely useful to membership. Pharmaceutical companies, for instance, may wish to provide on-line CME (continuing medical education) for members. Additionally, state and local professional societies have proven to be an ideal focus for ProVision recruitment efforts, including the Tidewater Ophthalmology and Otolaryngology Society, the Northern Virginia Ophthalmology Association, EyeQual in Richmond, Spectrum Eye Care in the Maryland/DC metropolitan area, Independent EyeCare of North Carolina, EyeCare Excellence in Boston, VAReal in Virginia, and numerous state professional societies, and many individual practices. Numerous small business to business website Companies currently target a more poorly defined market. These competitors do not provide the aggressive personal sales strategy and specific overhead products required by professionals such as malpractice insurance, medical supplies, sophisticated benefit packages or bundled practice management services. In addition, these small intemet companies do not employ a proactive, mobile sales force, nor do they interface with professional societies. The busy professional and Office Manger, in or experience, clearly requires a personal introduction to understanding and embracing the use of the internet for their purchasing. Small business to business website companies without a focused target market include AtYourBusiness.com, CenterBeam and OneCore. Chemdex, Neoforma, and Healthecon match material good purchasers and suppliers in the biotechnology and hospital sectors but not the individual professionals. FirstSource, FedCenter and OfficeMax websites are purchasing centers for material office expense items, without a broad array of services, benefits programs, and tailored bundled management packages. 2000 PROVISION NETWORK, ALL RIGHTS RESERVED INCORPORATED Page 9 MANAGEMENT Quality Management is the key to entrepreneurial success. To date the Company has been operated on a vigorous part time basis by its shareholders. It is imperative that a full-time management team leads the Company in order to implement the Business Plan. We have commitments from three outstanding, dedicated, experienced individuals to serve on a full time management team when funding has been secured. In addition, the Company has assembled a Board of Advisors whose diverse background and wide range of industry experience should greatly enhance the Company's ability to succeed. Name Perry Miles, MBA James Evans Tina Gong, MBA Grady Blaylock Larry Dantzler William Kamark Robert I. Low, CPA Position President Director of Suppliers Director of Information Systems Board of Advisors Board of Advisors Board of Advisors Board of Advisors The resumes of Perry Miles, James Evans and Tina Gong are attached as Exhibits C-E. Also, attached as Exhibit F is the Company's Organizational Chart and Structure. 2000 PROVISION NETWORK, INCORPORATED ALL RIGHTS RESERVED Page 10 PROJECTED FINANCIAL INFORMATION The financial projections are provided with respect to the potential future performance of the Company. The assumptions and estimates underlying the projections are inherently uncertain and, though considered reasonable by the Company, are subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Company. The Company cannot assure that the assumptions will be proven ultimately to be valid. Accordingly, there can be no assurance that the projected results will be realized. The Company's actual results in the future will vary from the projected results, and those variations may be material. These projections were prepared internally and are not in accord with guidelines established by the American Institute of Certified Public Accountants regarding forecasts, nor is the forecasted financial data presented in a manner consistent with financial statements prepared in accordance with generally accepted accounting principles. See attached Exhibit G, "Projected Financial Information." F:\DATA\WPDATA\ProVision Network, Incoq_orated\Corp\Executive Summary.wpd 2000PROVISION NETWORK, NCORPORATED I ALLRIGHTSRESERVED Page 11 EXHIBIT A LIST OF PREFERRED SUPPLIERS Product Accounting (Virginia) Accounting (Maryland) Banking & Lending Business Owners General Liability & Property Insurance Collections Credit Card Services Dental Insurance Disability Overhead & Practice Buy-Out Insurance Employment Practices Liability Insurance Executive Benefits Administration Group Term Life Insurance Health Care Insurance Laser Financing Legal Services (Virginia) Legal Services (Maryland and D.C.) Lenses Local Digital Telephone Service Long Term Medical Care Magazine Subscriptions Managed Care Liability Insurance Medical Practice Computer Management Medical Staffing Office Machines Office Supplies & Furniture Company Goodman & Company Tosen, Sapperstein & Friedlander First Union National Bank The Hartford Insurance Company Commonwealth Information Services, Inc. National Data Corporation Northwestern Group Marketing Services (NGMS) Northwestern Mutual Life Insurance Ophthalmic Mutual Insurance Company (OMIC) Flexible Benefit Administrators, Inc. CNA Group Benefits NGMS, Carefirst and Trigon The Hillside Group Payne, Gates, Farthing & Radd, P.C. Gordon Feinblatt, L.L.C. Spectrum Lens Company KMC Telecom UNUM Provident Ebsco Ophthalmic Mutual Insurance Company (OMIC) Medic Computer Systems, Inc. Solution Staffing Electronic Data Systems, Inc. Chesapeake Office Supply Product Ophthalmic Equipment Ophthalmic Instrumentation Ophthalmic Pharmaceuticals Overnight Delivery Patient Surgical Financing Payroll Services Professional Liability Insurance for Ophthalmologists Retirement Plans Telephone Communications Systems & Equipment Transplant Tissue for Ophthalmology Travel Services Uniforms Website Design Wireless Communications Workers' Compensation Insurance for Ophthalmology Company Lombart Instrument Company Zeiss Humphrey Systems Bausch & Lomb Federal Express Hillside Patient Financing Automatic Data Processing Ophthalmic Mutual Insurance Company (OMIC) Robert W. Baird & Co. Mid-Atlantic Business Communications Lions Medical Eye Bank & Research Center, Inc. CI Travel Angelica Image Apparel JNR Web Design SunCom/AT&T The Hartford Insurance Company EXHIBIT State Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey Physicians 8,412 1,887 9,216 4,976 81,086 10,571 10,176 1,786 5,741 34,948 13,331 3,052 2,139 34,011 12,394 5,162 6,077 8,715 10,622 2,619 9,722 21,292 19,958 11,268 5,280 13,447 1,883 3,381 2,965 2,817 23,370 Dentists 1,356 292 1,641 898 16,269 2,042 1,774 218 329 6,182 2,574 657 502 5,383 2,208 1,113 1,012 1,516 1,541 462 2,371 2,929 4,352 2,002 780 2,052 419 754 575 533 4,272 B Law Practices 6,565 1,275 5,453 3,086 60,036 8,158 8,732 1,454 13,750 27,335 11,446 2,228 1,783 24,181 7,522 4,344 3,680 5,683 9,511 2,350 8,200 16,268 13,974 8,572 3,950 8,787 1,732 2,758 2,855 2,181 17,704 CPAs 4,465 635 5,197 2,509 30,553 7,334 6,708 894 1,110 17,941 9,805 1,414 1,284 20,498 6,395 3,238 3,412 3,814 5,286 1,046 8,778 8,614 10,440 6,894 2,337 5,774 1,084 1,917 1,732 1,238 17,196 Veterinarians 191 49 445 148 2,466 380 230 36 13 1,178 497 57 96 765 311 327 221 206 176 86 164 385 609 531 79 385 82 121 123 79 849 Chiropractors 319 81 742 247 4,111 634 384 60 12 1,963 829 95 160 1,275 519 545 369 343 294 143 273 642 1,015 885 131 642 136 201 205 131 1,415 State New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming TOTAL Physicians 3,554 54,926 17,160 1,456 26,818 5,543 8,161 26,877 2,984 8,524 1,438 12,477 33,970 4,381 1,351 16,201 12,797 3,339 12,294 831 637,386 Dentists 557 8,694 2,323 246 4,519 1,268 1,680 5,433 410 1,216 267 2,050 6,691 1,088 256 2,645 2,827 588 2,203 209 114,178 Chiropractors 182 1,915 597 104 1,070 341 478 1,582 90 392 133 437 1,705 197 73 491 921 125 802 51 30,487 Law Practices 2,703 42,634 9,252 899 20,372 5,806 5,659 22,845 2,542 5,447 1,057 7,297 30,854 2,565 1,310 10,298 10,556 2,885 7,318 907 488,761 CPAs 1,444 24,393 9,567 779 14,476 3,971 3,777 15,724 1,288 3,169 675 6,082 26,647 2,476 659 10,183 6,425 1,366 5,706 479 338,831 Veterinarians 109 1,149 358 62 642 204 287 949 54 235 80 262 1,023 118 44 295 552 75 481 31 18,295 5320 Studeley Avenue Norfolk, VA 235.10 757-623-1100 (office) 757-423-2369 (fax) Object_e General managementjob that requires hardwork, team leadership, analyticalinsight,communication skills,and a range of functional knowledgeincluding salesandmarketing, finance,control,MIS, and HR. r=)q_i_ence 1991-1998 SpidtCruises, Inc. (subsidiary ofSodexho, basedinPa_) SA President Norfolk, VA _.. StaKed as MIS consultantto this $50M dinner cruise companywith operations seven major U.S. hart_0rs. Pmmeted throughmanager,unit in General Manager, Vice President,SeniorVice Presidentto Presidentin February,1995. Usual;duties the ol_ce, tn.creasedales.andpmr-Cs of s while in top job, controlledoverhead, reduced personneltumover,Increased customersatisfaction asmeasured by formal qualitysystem: Developed youngermanagers.Soldonesubsidiary,acquired one,structured creative a MBOfor a $1.2M orphanproduct. 1989-1990 UnitedPress International Wastdngton, C D SeniorVice President , Operations Responsible alltechnicaloperardons collectanddisseminat_ for to text and photos usingcomputer/satellite network. Also responsible: customer for serviceoperations nationwideield reps. Reducedservice of f interrup'dons to clients 50%. Reducedthirdpartymaintenancecosts30%. 1987-1989 Commercialreal estate sales Commissions-only licensed agent Sold most types of non-residential property. At sametime attemptedto rescue my ownsmallpartnership fromthe effectsof the 1986tax law and succeeded,barely. 1984-1987 UnisysCorporation VirginiaBeach, VA Manager Performed general managementfunctionsfor softwaredevelopmentunit doingNavy contract ork. w • 1963-1983 UnitedStates Marine Corps Various assignments as an infan!=y officer and information s_-tems officer Mostmemorablytwotoursin Vietnamas nfle platooncommanderand nfie companycommander..Alsosewedtoursin logistics, t CIAas staffofficer a andat FleetMadneForceAtlantic asseniorinfosystems staffofficer. HclucaUon Harvard BusinessSchool,MBA, 1972 DefenseLanguage Institute, hinese;1968 (1 of 8) C UnitedStatesNavalAcademy,BS, 1963 (19 of 796) EXHIBIT C Jim W. Evans 805 Pecan Forest Court Chesapeake, VA 23322 Home (757) 549-0254 Service (757) 499-8865 More than thirty-two years of diverse experience in managing and leading manufacturing, technical and marketing efforts in large, complex, multi-product line production plants and Business Units. Strong interpersonal and analytical skills with a proven track record of motivating and leading employees in a team based environment to achieve success in meeting strategic goals and objectives. Experience includes: • a • • • • 'Profit/Loss Accountability Operations/Site Management Global Executive Team Business Turnaround Strategic Planning Marketin_Sales Management " • Multi-Plant Management • BusinessDevelopment • Organizational Effectiveness • Organizational Redesign . Team Development a Change Agent,. Career Highlights • • • • • • Plant Process Development Re-engineering College Recruiting Union/Non-Union International Negotiations Pilot Plant Design BASF Corporation, Portsmouth, VA (1999) Site Mana_ier_ Superabsorbents Clariant Corporation, Portsmouth, VA (1998) Plant Manal_er_Superabsorbents and Amines Hoeehst Celanese Corporation, Portsmouth, VA (1997) Plant Manager, Snperabsorbents and Amines (1997- 1999) • • Responsible for overall site management of a 187 million lb/yr superabsorbent polymer manufacturing complex with annualized sales of $145 million. Led Portsmouth site Operations process and productivity improvement effort that contributed directly to improving USbased Superabsorbent Operating Results (OR) from a $10 million loss in 1996 to $4.8 million earnings in 1998. Major productivity and cost performance success effectively offset a $7 million negative financial impact of market price reductions since 1996. Provided strong leadership and direction to site manufacturing and technical efforts to achieve all strategic operational goals during a 2.5-year turnaround period in which the site had three separate owners. Successfully refocused site resources to implement a low capital, capacity improvement initiative that was the fundamental cornerstone of the 1996 Superabsorbent Strategy. Effectively offset negative impacts of major capital approval delays caused by the two changes of business ownership. Achieved daily, weekly, monthly and annualized production records. Increased overall productive capability from approximately 52 to 85 K MT/YR, an increase of over 65% over 1996 base. Led strategic $22 million capital expansion effort to further increase capacity an additional 20%. o Capacity improvement accomplishments were achieved while reducing total site non-contract Operations headcount by 25% and eliminating full-time Portsmouth-assigned Corporate Engineering support staff (9 professionals). Led successful effort that reduced site costs approximately $9 million over 1996 base, resulting in a 22% reduction of manufacturing unit costs from 1996 to 1998. • Hoeelist Celanese Separation Products Division, Charlotte, NC (1991 - 1996) Director of Operations and EHSA (1991 - 1996) Provided divisional leadership to all Operations functions (manufacturing, maintenance, project engineering, process improvement, QA/QC, materials management, production planning, information systems) and EHSA for two membrane manufacturing facilities (Charlotte, NC and Anaheim, CA) having total annualized sales exceeding $50 million. Major contributor to a five-year, $23 million profitability improvement turnaround. • Led major $I 5 million capacity expansion project to triple capae!ty of flat sheet membrane product line. EXHIBIT D Jim W. Evans, Page 2 o Improved the Division's OSHA index by 54%; reduced per unit direct manufacturing costs by 25% over two year period; reduced total Charlotte Operations headcount by 16% through effective organizational redesign and work design efforts; reduced total Operations budget by 8.7%. Led highly successful and complex negotiations with Pakistani, English and Italian customers to settle more than $30 million net liabilities in residual warranties associated with gas separation membrane productsno longersold by Hoechst Celanese. , o Hoechst Celanese Technical Fibers Group (1988 - 1991) Manufacturing Manager, Heavy Denier Polyester, Salisbury, NC (1989 - 1991) • Responsible for all Operations (manufacturing, maintenance, engineering, quality assurance, process improvement, technical, purchasing, and information systems) activities for 900 employees at a polyester filament manufacturing plant =-:withannual product of 180 million pounds. Highlights includedan 1I% reduction in OSHA injuries, a 5.6% reductionin value added costs of manufacturing_implementation of an accelerated maintenance turnaround program that con_ibuted $250 K/yr to EFO, and 57%reduction in workmanship related customer complaints. Profit and loss responsibility for a 36 million pound per year industrial filament product line with annualized sales exceeding $60 million. Responsible for leading the efforts of three account executives and four technical service engineers. Personally responsible for directsales of all substandard HDI yarn (16 million pounds annually). Negotiated innovative contract that resulted in a 40% increase in sales, a 9% increase in sales price, and an $800 M improvement in variable margin. Appointed to a special assignmentwith responsibilityfor directing the Salisbury plant's overall manufacturing,technical and engineering efforts to turn aroundan underpefforming,state of the art, high capacity (24 million lb/yr) polyester tire cord production line following a major process upset that jeopardized HCC's ability to meet customers' expectations. Effectively led a multi-functional team in increasing Q-1 conversions from less than 60% to greater than 90% while managingshort-term issues to protect critical business. Annualizedfinancialimpactexceeded $15 million. Marketing Manager, Industrial Fibers, Charlotte, NC (10/88- 12/88) ° Proiect Manager, K-16 Proieet, Salisbury, NC (1/88 -9/88) • Celanese Industrial Fibers, Charlotte, NC (1985- 1987) Manager, Customer Service/Production Planning (6/85 - 12/87) • Provided leadership to a staff of nine in providing production planning and customer service support for a 180Ib/yr high denier industrial (HDI) polyester business. Reduced product line shipping delays by 82%. Member of HDI Business Team responsible for the long-termgoals and strategic objectives of the HDI business. Chaired a six-member strategy team responsible for the development and monitoring of a five-year business strategy for HDI. Responsible for providing business intelligence to the industrialfibers profit units and leadingthe implementationof the quality managementprocess within the HDI business unit. Celanese Fibers Company, Rock Hill, SC (1981 - 1985) Manufacturing Superintendent, Cellulose Compounds, Rock Hill, SC (09/8.1- 05/85) o Responsible for manufacturing and all direct support services for a 300 million Ib/yr cellulose acetate manufacturing complex with approximately 180 employees (150 hourly union, 30 staff exempt), six product lines, $210 million annual budget. Major accomplishments included a 32% reduction in staff headcount, $I million earnings contribution from improved operator productivity, record levels of product quality for each product line, record production rates for 2 product lines, 70%reduction in operator errors and a35%reduction in product rework. Technical Superintendent, Cellulose Compounds/Utilities, Rock Hill, SC (01/81 -08/81) • Provided leadership to 17 engineers responsible for all process development support for a 300 million lb/yr cellulose acetate manufacturingfacility. Jim W. Evans, Page 3 Area Supervisor, Cellulose Acetate Manufacturing, o Narrows, VA (01/79 - 12/80) Led a 260 million Ib/yr cellulose acetate manufacturing unit to achieve record production levels (4.8% greater than prior rates) that have never since been duplicated. Area Supervisor, Acid Reeovery_ Narrows, VA (0t/78 - 12/78) o Responsible for all aceticacid recovery and acetic anhydride manufacturing operations to support a 260 million lb/yr cellulose acetate manufacturing operation. Achieved record acid recovery efficiency. Senior Development Engineer, R&D_ Charlotte, NC (11/74 - 12/77) • Responsible for $3.4 million refrigeration solvent recovery process •design fo_"the Celco plant of Celanese Fibers .. Company in Narrows, VA. Responsible for the overall direction, development, pilot plant design and oPeration, and the :.--process design for a commercial fibrets manufacturing process. Co-inventor for US Patent 5,071,599, "Process for the Production of Cellulose Ester Fibrets." 11/74) Energy Coordinator, Rock Hill_ SC (01/74. Led plant task force that achieved in-year energy savings of $225 M and identified 64 energy conservation projects having annualized savings of over $2.5 million. Efforts resulted in a 3 percent reduction in total plant energy consumption per gross pound production. Area Supervisor, Production Planning_ Rock Hill_ SC (03/72 - I2/73) • Responsible for the supervision of twelve planners to efficiently schedule all plant production to meet sales, marketing and inventory requirements. Plant produces more than 150 variants and averaged over 135 shipments per month, with annual capacities exceeding 100 million pounds of cellulose acetate and triacetate filament yam and 200 million pounds of cellulose acetate flake. Reduced total plant shipping delays from 4.2% to 0.5%. Process Development Engineer_ Rock Hill_ SC (03167 - 04/72) . Held a variety of process design and process development engineering positions with responsibility for cellulose acetate flake manufacturing pilot plant operations, process improvement, process design and cost reductions to improve plant capacities, product quality and profitability. International Paper Company, Mobile, AL (1966) . Assisted Plant Engineer in process improvement trials. Education and Professional Bachelor of Science, Chemical Engineering, Auburn University, Auburn, AL Hoechst Celanese Corporate Leadership Development Program Professional and Civic Affiliations (Past and Present) American Institute of Chemical Engineers Executive Committee, Chamber of Commerce - Portsmouth, VA Co-Chairman, United Way - Portsmouth, VA United Way Industrial Division Chairman - Rock Hill, SC Jaycees - Narrows, VA NC Governor's One On One, Board of Directors, Financial Director - Concord, NC Jim W. Evans MANAGEMENT BIOGRAPHICAL DATA Full Name: Jim W. Evans Portsmouth, Virginia; BASF Superabsorbent Materials Most Recent Position: Site Manager- CAREER GOALS Senior Executive Management position with major growth opportunity; Vice President, Operations; General Manager/Vice President of a Business or Site; Division President; Site Manager of major operation EDUCATION/DEGREE Bachelor or Associate: College/University: Degree: Major: Education Continued: Other seminars or outside courses: Hoechst Celanese Leadership Development Program (LDP) Hoechst Celanese Middle Manager Leadership Program (MMLP) Georgia State University Management Development Program Executive Ventures Program University of Michigan Management Development Program Deming's Methods for Management of Productivity and Quality EXPERIENCE OVERVIEW Auburn University Bachelor of Science Chemical Engineering Location: Auburn, Alabama LEVEL . Yr. Received: March 1967 • . • o Profit/Loss Accountability Operations/Site Management Global Executive Team Business Turnaround Strategic Planning Marketing/Sales Management Acquisition Management • Multi-Plant Management • Business Development • Organizational Effectiveness • Organizational Redesign • Team Development • Change Agent . Safety/Environmental • • • • • • • Plant Process Development Re-engineering College Recruiting Union/Non-Union International Negotiations Diverse Business Exposure Pilot Plant Design C:\DATAqT, ESUMESkI'rofile.skBI O-JWE.DOC 1 0 3/ 21 / 00 TINA (HONGZH_ GONG 608 Capitol Landing Rd. Williamsburg, VA 23185 (757) 345-0012, tmagong@hctmafl.cem OBJEC_ EDUCATION a To work at company where analytical and marketing skills and project management expe_ence could add value to internal/external customers _ COLLEGE OF WILLIAM AND MARY Graduate School of Business Administration Candidate for the Master of Business Administration Degree, May 2000. Concentration: Information Teehnology, Finance; Teaching Assistant WEST CHINA UNIVERSITY Bachelor of Arts Degree in Information Sciences, July 1992. Williamsburg, VA Sichuan, China EXPE1LIENCE 1998-1999 .._ University Development Center • Williamsburg, VA System Analyst _ Analyzed and improved information system for university's fund management • Developed database and automated trackifig system for college computer asset management • Assisted IT division in redesign network system for calling center British Telecom - Concert Management Services Reston, VA Business Analyst • Analyzed traffic trend worldwide on voice products and made summary level recommendations for product management and budget planning. • Built first comprehensive database for free-phone services for finance department. • Cost and Profitability analysis on worldwide distribution channels for voice products. LINX COMPUTERS P/L Harare, Zimbabwe President/Founder • Started and expanded solely owned PC company from 2 to 10 employees with yearly revenue $600,000. • Built efficient multinational network with suppliers, dealers and customers in South Africa, China, Mozambique and Zimbabwe. DIGITAL EQUIPMENT CHINA INCORPORATED (DEC) Beijing, China Strategic Marketing Division, Marketing Specialist = Built first consultants team including 35 IT experts and senior government officials in China to strengthen the capabilities/services of Digital. Organized various events involving senior government officials and top Digital management to strengthen Digital's relationship with Chinese government. Business Development Division, Project Lead ® Conducted market and cost analysis with consulting firms for DEC's investment in China. o Digital Asian Representative of the Digital Users' Society (DECUS), in charge of managing both technical and f'mancial supports to DECUS, to maintain a tight relationship between Digital and its clients. • Managed major cross-region business events including Digital's CEO's first China visit. • Budgeted and monitored $300K annual expenses for Business Development Division. Skilled in computer hardware maintenance. Proficient in Microsoik Access, Word, Excel, PowerPoint_ WordPerfect_ FrontPage and Oracle Discovery. Familiar with VAX and WinNT systems. Aetive IT Committee member of School. Fluent in English and Chinese. Willing to travel and relocate. EXHIBIT E Summer 1999 [997-1998 1993-1996 1993-1994 1995-1996 COMPUTER SKILLS PERSONAL EXHIBIT F ORGANIZATIONAL CHART Advisory Board of Business Lndors uud SelKtud Suppliers I of Board of Directors ! I . &dT|_ury Board • P.epreteotutivo from each Specialty • I ,! , ........... DireGt0t_ef " I Presldent/CEo I General Counsel i D|rector i i _egionol Munsger_Soloi i i I ... •.. !. Information. Systemm . ._. ! CUltOmtr Service Manager I -'"""' Saint IJ Director of Human _|et|oas i -°'l d Duignor . •...,... •..._. SoIH ]TJprKontutivet Cultomer Gorvico P.eprosntatlves Networking ManoEer EXHIBIT G PROVISION NETWORK, INCORPORATED'S PROJECTED FINANCIAL INFORMATION FOR YEARS 1-5 ProVision Network, Inc. Preliminary Financial Projections Projected Statements of Operations For the Years Ended December 31 PREUMINARY DRAFT Confidential March 30, 2000 2000 Gross Revenues Membership Dues Rebates & Commissions Website Maintenance Revenues Supplier Advertising Revenues Website Advertising Revenues Total Revenues Operating Expenses Selling Customer Relations Marketing Supplier Relations Technical Operations General & Administrative Total Operating Expenses Operating Income (Loss) Other Income (Expense) Investment Income Interest Expense Total Other Income (Expense) Net Income (Loss) before Income Tax Provision Tax Provision Net Income (Loss) Cumulative Net Income (Loss) Annual Capita/Expenditures Cash (Cash Deficit) at YearEnd $ (1,204,000) $(1,204,000) $ (429,000) $(1,443,902) $ 600,000 67,000 4,000 15,000 686,000 % of Revenue a7.5% s.8% 0.8% 2.2% o.o% 1oo.o% $ 2001 3,000,000 659,000 5,000 25,000 12,000 3,701,000 %of Revenue ai.1% t7.8% o.1% o.7% oJ% too.o% 2002 $ 12,000,000 2,658,000 7,000 30,000 18,000 14,713,000 % of Revenue 2003 %of Revenue 70.7% 28.1% 0.0% o.1% o.1% too.o% 2004 $ 60,000,000 26,152,000 8,000 40,000 t00,000 86,300,000 % of Revenue 68.8% 30.3%/. 0.o% 0.o% o.1% 1oo.o% 81.e% $ 30,000,000 18.1% 12,353,000 0.0% 0.2% o.1% too.o% 8,000 35,000 40,000 42,436,000 502,000 174,000 460,000 85,000 142,000 527,000 1,890,000 (1,204,000) 7_.2% 28.4% 87.1% 12.4% 2o.7% 7¢8% 278.8% -178.8% 4,448,000 986,000 3,000,000 266,000 793,000 1,468,000 10,961,000 (7,260,000) 12o.2% 28.6% 8t.t% 7.2% 21.4% 39.'PA 296.2% -19¢z% 8,897,000 3,182,000 6,000,000 533,000 1,585,000 , 2,935,000 23,132,000 (8,419,000) 80.8% 21.8% 4o.a% _.8% lO.9% 19.g% 187.2% .57.2% 15,570,000 5,568,000 11,000,000 932,000 2,774,000 5,137,000 40,981,000 1,455,000 36.7% 13.1% 25.9% 2.2% 6.8% 12.1% 9¢9% 3.4% 27,247,000 9,744,000 17,000,000 1,631,000 4,855,000 8,989,000 69,466,000 16,834,000 31.8% 11J% 19.7% 1.9% 8.9% 10A% 90.8% 19.8% (1,204,000) .178.8% (7,260,000) -1o¢2% (8,419,000) -57.2% 1,455,000 _% o.9% 16,834,000 562,000 $16,272,000 $ $ $ 844,000 (65,000) 1,145,000 t9.8% 0.7% 1¢9% -178.8% $ (7,260,000) $(8,464,000) $(1,421,000) $(8,108,771) -198.2% $ (8,419,000) $(16,883,000) $ (67,000) $(16,581,628) -57.2% $ 1,455,000 3.4% $ (15,428,000) $ (79,000) $ (15,127,000) Major Assumptions Total Members - Beginning of Year Net Increase in Members Total Members - End of Year Average Members per Year Annual Membership Fee Average Number of Suppliers Average Rebate per Supplier Average Purchases per Member (based on average membership) Average Rebate per Member (based on average membership) Average Rebate Percentage Operating Expenses: I'Average Member "New Member Total Selling and Marketing: Per Average Member Per New Member $ 110 1,890 2,000 1,055 300 39 $1,729 $6,318 $ 2, 000 8,000 10,000 6,000 300 52 $ 12,653 $ 10,980 $ 1O,000 30,000 40,000 25,000 300 69 $38,662 $10,632 $ $ $ 40, 000 60,000 100,000 70,000 300 75 164,707 11,765 $ 100,000 100,000 200,000 150,000 300 75 $ 348,693 $ 11,623 $ 64 $ 110 $ 106 $ 176 $ 174 1.0% 1.0% 1.0% 1.5% 1.5% $1, 791 $1,000 $ $ 1,827 1,370 $ $ 925 771 $ $ 585 683 $ $ 463 695 $ $ 912 509 $ $ 1,241 931 $ $ 596 497 $ $ 380 443 $ $ 295 442