SURELEGAL po_erit_g the b,c]ol enterprlse Business Plan, I. Executive summary a. Executive Summary One of the biggest advantages of a global enterprise is having the competitive advantage of a full suite of integrated software applications. However, for companies in the small to medium business segment, creating, supporting and integrating these applications in a rapidly changing environment has been a costly proposition requiring a large investment in software, manpower and hardware. On the other side of the fence, for smaller software vendors, selling to a customer always meant having to justify the total ownership costs of the application. But now there is a company that can connect these two resource-challenged segments on a common platform: SureLegal. SureLegal provides those same software products, integrated together, without the hassle or expense of hardware or support. And that is only the tip of the applications and services, available to the customer SureLegal supports in the legal market space I b. Purpose for Business Plan This Business Plan is offered in support of the opportunity described in detail below. c. Business Opportunity The company desires to provide ASP services as part of an extended enterprise business model-to customers prima_ in the legal market space. These services will serve to provide the full suite of benefits that have long been available to the large law firms on a per use/rental basis to companies that require these services to be competitive in the marketplace, but cannot afford, or choose not to incur the expense and overhead associated with functions that are not part of their core business model. Included in these offerings will be ente.rprise and functional specific software for vertical targeted markets and software offerings that are core to all businesses. These software packages will be integrated in order to create a set of integrated enterprise-class applications._ SURELE_.._Supporting these systems are a full suite of business services, including advanced printing, event plann]-ng, travel services, gift and motivational services and corporate purchasing services. The primary delivery focus for all of these services is an internet-based delivery model. The third component of the offering will be the customer infrastructure functions. These have been grouped collectively under the trademark SureLegal. SureLegal services include help desk, portal information, vertical community sites and similar offerings. SureLegal offers an advantage over the more traditional ASP models in that it does not create "islands of data". The average company has several business functions within the organization. These functions range from sales, through back-office functions, to distribution, product or service fulfillment. Very few software packages even claim to offer all of these functions. To handle their business needs multiple packages are required. This creates a need to either enter basic information multiple times into each of the packages with the attendant errors, costs, delays and mistakes, or to spend the time and money to integrate these software packages. Most companies given the choice would choose the later option. But this carries a high initial cost and when a new software release is available the integration must take place once again. Law firms cannot cost justify the large expense of purchasing and implementing all of these packages and then integrating them together. They also cannot competitively compete with larger Law firms if everything needs to be done manually or entered into multiple systems with all of the errors and costs that are entailed. SureLegal, using connectors built with the cooperation of the software vendors on a standard using IBM's MQ series connection software overcomes all of these problems. The software is rented so a company can use all of the systems they need without having to incur the price tag for the entire software package. The systems are integrated which eliminates the need for multiple data entry time, expense and errors, and when they choose to add in another package or another release the integration takes place one time so adding in the new systems does not incur any additional time or integration cost either for the customer or for SureLegal. This brings the competitive advantage of and Enterprise Application Integration (EAI) model to those companies that have previously not been able to afford these systems. In a traditional ASP model where a single application is hosted by the vendor or hosted independently on a host computing server, not only are the systems not integrated, but the data in those systems are "orphaned" and are not available for integrated application solutions. Copyright 2000, SureLegal, Inc. *** Confidential *** 2d. Funds Sought, Terms & Conditions The amount of funds sought is $5 million. This would allow for acquisitions (this includes legal software companies and ASPs) e. Projected Uses of Funds The funds would be used as follows: Acquisition of Rippe & Kingston Systems, Inc. (Legal division)-approximately $5 million in revenue with $3 million in annual maintenance revenues. Acquisition of WSI, Inc. -Approximately $1.5 million in revenues with approximately $.5 million in annual maintenance revenues. Considered by many the best software in the industry but only has 8 people with six being programmers and two software implementers. Acquisition of Precision Systems Concepts/interPeer -Approximately $8 million in revenues. Bring ebusiness infrastructure to SureLegai. Acquisition of an ISP/ASP -many ISPs are looking for a way out. It is a great time to pick up a diamond for dirt. There are many other lost leaders in the legal industry that could allow SureLegal to be in the top 1 or 2. They are as follows: I. Omega Systems 2. ASA Legal 3. CLS 4. FSLI I f. Exit Strategy There are multiple exit strategies that are looked at for SureLegal. The first is to build a company through acquisition and organically that can go IPO. The second exit strategy is to be acquired. This would be done by Yahoo, Excite, Exodus, Usi etc... The President and CO0 of Yahoo said that they would not build these vertical portals but purchase them at the right time. g. The Company SureLegal, with corporate headquarters located in Covington, KY (with an office in Los Angeles) provides integrated vertical and horizontal software on a rental basis to Legal marketplace. These offerings are layered on top of standard business and infrastructure offerings, to create an internet based environment for virtual company support. As an ASP SureLegal will not own most of the vertical and much of the horizontal software that it provides but will partner with ISVs with specific function web enabled Copyright 2000, SureLegal, Inc. *** Confidential *** 3software. SureLegal will provide the cross package integration services. SureLegal will focus on the Legal market space. I h. Company Vision & Goals SureLegal provides Enterprise Application Integration (EAI) between vertical and horizontal applications on a rental basis to the mid-market. Providing mid-market companies the competitive advantage of strategic application solutions. I i. Product, Services & Locations SureLegal will be providing software in the vertical market of Legal. The cross industry or horizontal software will include Payroll, HR, Sales force automation (SFA) Banking, Business intelligence (BI), Knowledge management, and Groupware. Initial business services will include esttor portals to OEM'ed dot.coms with significant market presence, event planning, gift services, travel and printing services. Network management and infrastructure elements will also be provided. Details on all of these service layers are addressed in greater detail within this plan. Initial offerings will focus on North America j. Management & Organization l. Steven J. Bell Steven Bell Sr. is the President. Mr. Bell brings an extensive knowledge of software and channels organizations. Mr. Bell has over 10+ years in the IT industry. He has held titles with industry leaders that include VP of Sales, National Recruiting Director and National Account Manager. Mr. Bell brings industry knowledge and relationships of verticals such as Manufacturing, Distribution, Retail, Legal, Banking and others. Also, he brings relationships with large industry leaders such as IBM, Avnet, Lotus and others. As VP of Sales he helped lead the company into the next generation through his industry knowledge. As a National Recruiting Director and Account Manager worked extensively in the channel to create and grow relationships. 2. Luke Bouthillier Mr. Bouthillier is Vice President. Mr. Bouthillier has over 17 years experience as a Legal Administrator for law firms in both Connecticut and Iowa. He was most recently Legal Administrator ofPingel & Templer, P.C. in Des Moines, Iowa where he oversaw all areas of Business Management including Information Systems, Accounting, Facilities Management, Copyright 2000, SureLegal, Inc. *** Confidential *** 4Marketing and Human Resources Management. Prior to Pingel & Templer, P.C. he was Legal Administrator of the Pepe & Hazard, LLP, law finn in Hartford, Connecticut, where he also oversaw all areas of Business Management of the firm. Mr. Bouthillier has also been a distinguished member of the Association of Legal Administrators and has served as Director on the International Board of Directors. He has also served on both Boards of the Nutmeg (Connecticut) and Iowa Chapters of the Association of Legal Administrators, including President of the Nutmeg Chapter. He previously studied Court Reporting at the Johnson & Wales University and Connecticut Stenographic Institute and became a Certified Computer Programmer at the Computer Processing Institute. 3. Suellen Young Ms. Young is the Vice President. Ms. Young has over 20 years of legal administration and IT. She was legal administrator for one of the biggest and state-of-the-art law finns in the Midwest. She oversaw all areas of Business Management including Information Systems, Accounting, Facilities Management, Marketing and Human Resources Management. Ms. Young is sought out for her advice from law firms large and small throughout the United States. She is well respected and is an ALA member in high standing. k. Operations SureLegal will provide web based applications that the customer will contract for rental on a per use or per user basis. Contracts will run for 18 -24 months Applications will be provided by ISVs and integrated by SureLegal into compete business solutions. Optional services will be available on a per request basis to provide the standard and advanced business functions. Companies can have the internal support functions provided on a contract period or per month rental with a startup or setup fee. 1. Financial Summary I II. The Company SureLegal, a Nevada corporation, is part of the new breed of ASPs known as FSP or Full Service Providers. This differentiation is based on the ability to handle more then just software provisioning. SureLegal, with it's EAI model of closely integrated software, resting atop a structure designed to level the playing field for our customers by providing a full suite of business technology services and collateral business services. But, SureLegal service Copyright 2000, SureLegal, Inc. *** Confidential *** 5SUI_ E L_G, _ L does not stop with just providing these services, we assist with the integration of these services into your business model. With internal services including help desk, portal information, vertical community sites, software training, and the ability to integrate the hosted software with any internal software or systems the customer might with to utilize, SureLegal is a full service ASP in the broadest sense. a. Financial History, Banking Relationships SureLegal has been in the incubation stage. It is acquiring WSI Inc. for stock. This will get us state of the art software with 20+ years of history and $1.5 million in annual revenues. b. Location & Facilities Corporate headquarters are located at 50 East RiverCenter Blvd., Suite 400, Covington, KY 41011. Data Centers: 1. Standard center: 5941 Variei Ave. Woodland Hills, CA 91367 2. Advanced center: 5941 Variel Ave. Woodland Hills, CA 91367 with advanced SLA. 3. Premier center: Negotiations are currently underway with istruuctur and Usintemetworking. Field sales offices: 1058 Woodland Park Drive West Des Moines, IA 50266 and 6490 Winter Hazel Drive Cincinnati, Ohio 45044 c. Legal Status & Ownership SureLegal is a Nevada Corporation. Founding member is Steven J. Bell. III. Company Vision & Goals a. Company Vision SureLegal provides Enterprise Application Integration (EAI) between vertical and horizontal applications on a rental basis to the mid-market. This provides mid-market companies the competitive advantage of strategic application solutions. b. Company Goal SureLegal maintains as its goal expansion of the service offerings into the legal vertical market designation. This will allow us to bring the ease and security of our FSP hosted, integrated services to the widest group of customers. We are committed to ensure that the "web experience" Copyright 2000, SureLegal, Inc. *** Confidential *** 6enjoyed by our customers continues to be the easiest and most functional possible. IV. Products, Services, Locations a. Current Products, Services, Locations SureLegal provides hosted enterprise solutions that are wrapped around the vertical needs of an industry and the horizontal needs of a business. Applications include everything from GL through online web order processing. The structure of applications can best be described by using a visual representation. The chart below illustrates the initial application offerings. I Legal 11 Horizontal Applications Payroll, HR, SFA, Banking, BI, KM, Groupware Business Services Ii e-Store, Event Plannimz, Auction, Gitt Service, Travel, Printing, OEM Portal Network Design, VPN, Remote Backup, Management Infrastructure I Billing, Help Desk, CRM, Implementation Support, Trainin_ Vertical applications are the industry specific enterprise-class applications that have long been the exclusive competitive advantage given the largest of companies that are being integrated into turnkey solutions for the Legal marketplace. Horizontal applications are the core applications that provide business value to all business verticals. The turnkey integration of these applications to the specific application vertical software allows the mid-tier customers access to the integrated systems that previously were limited to only the large law firms. Business Services are the extended enterprise extension into the customer's internal enterprise in order to ease the customer's business processes on an internal basis. Copyright 2000, SureLegal, Inc. *** Confidential *** 7SuR.E_LE_A_L Infrastructure is the extended enterprise extension into the customers internal enterprise in order to ease the customers IT service on an internal basis. There are three levels of hosting services; Office Standard, Advanced and Premier. The Office Standard model is one that is pursued, or at striven for, by most advanced in-house IT organizations, a secure set of servers, backed up by advanced data recovery systems in a controlled access environment. This level of service exceeds that found in most corporate IT centers. The primary difference between the Office Standard and Advanced models is the Service Level Agreement (SLA) that is offered. In the Advanced model high availability and additional disaster recovery functions are included. The Premier level includes secured highavailaabilit servers, multiple telco interface points and disaster resistant environments in addition to the services offered at the Advanced service level. b. Competitive Comparison Currently the ASP marketplace is concentrating on two business models; 1. the software vendors, either on there own or using a hosting service, providing stand alone access to their software. 2. a hosting service offering stand alone developed applications. The first of these models creates "Islands of data" in that the applications are not integrated either with each other or with the company's existing systems. The latter of the models does not offer enterprise class software offerings. Currently there are no other ASPs offering the model that SureLegal presents. c. Future Products, Services, Locations ] As the integration into the legal vertical is completed, SureLegal has the ability with minimum modification to the software and the site to go into other service vertical markets. This would include, but not limited to, Accounting, Architectural, Integrators, and Engineers etc. This could be done by Surelegal or the use of an affiliate channel to sell, distribute and market the product and services in an Oem model or other scenarios. At the same time the service offerings in the Business Services layer would be expanded to accommodate additional, highly profitable, services. Once the legal vertical and horizontal integrations are completed a second set of software partners in those areas would be sought to provide additional services where experience has demonstrated a consistent requirement for additional services. Copyright 2000, SureLegal, Inc. *** Confidential *** 8V. Market Analysis a. Industry Overview Businesses have historically had to go to a number of separate, traditional sources to obtain the products, supplies, services and information necessary for their operations. Similarly, they have used a variety of traditional channels, such as trade magazine, trade shows, buyer's guides, direct mail initiatives and trade journals for the advertising and marketing of their products and services. Businesses are now increasingly utilizing the Intemet as a valuable tool to access customers and suppliers, to communicate with partners and to operate more efficiently. Currently, the vast majority of business web sites focus on the offering of one of the following three types of solutions: • Product sites. These web sites focus primarily on the online sale of products. • Service referral sites. These web sites focus primarily on the referral of business customers to services provided by other companies. • Business content sites. These web sites primarily offer business customers access to a wide array of articles, information and news services that are aimed at the business customer. These web sites seek to generate revenues through the sale of business information and by attracting high-volume traffic and then leveraging this traffic into advertising revenue. • Application service providers. These web sites focus primarily on hosted software applications. These applications can either be vertical or horizontal in focus. These web sites are hosted by a variety of companies. They include ISVs, traditional hardware vendors and internet data centers. SureLegal will bring the best of all worlds together. Using the benefits of the supply chain to link vertical communities to their business needs. ] b. Size, Growth, Trends, and Maturity The Internet is emerging as an attractive, and in many cases, preferred medium for the transaction of business, including e-commerce activities. Gartner research indicates that by 2003 70% of enterprises will be sourcing applications in an ASP or outsourced model. Forrester Research estimates that application outsourcing will be a $21 billion industry by 2001. Boston Consulting Group estimates that business-to-business ecommmerc will grow 33% per year until it reaches 2.8 trillion by 2003. Copyright 2000, SureLegal, Inc. *** Confidential *** 9GartnerGroup's Dataquest projects ASP service revenue to grow from $889 million in 1999 to $22.7 billion in 2003. All of these predictors point to a growing industry for those ASPs that can provide business value to the customer. SureLegal's integration model creates the customer loyalty and business value that all of the research organizations indicate will be a success. c. Economic Vulnerabilities SureLegal's success, like all technology-based functions, is tied to a growing economy. If the country should experience a serious economic downturn, investments in technology solutions of all types would slow or stop. However if there is only a slight economic downturn SureLegal could experience an increase in sales as cost saving measures are sought by the legal finns. I d. Competition within Industry As a full service ASP, SureLegal competes with traditional software delivery models, other ASPs and software integrators. By utilizing the channels of the software providers we minimize the competition within that arena. As a fully integrated, full service ASP, most of the standard ASPs cannot match the value proposition that SureLegal offers. By Oem and portal representation of standard e-commerce sites, SureLegal is able to take this area of competition and turn it into a success partnership. e. Strategic Opportunities within Industry Today, application service providers (ASPs) are in a rush to come to the internet with any offering. The ASPs in the marketplace offer limited services or software. Many of them are no more then a hosting facility. SureLegal will have fully-integrated offerings from software to business services that will allow for full supply chain management for the end-user. By integrating with the software currently in use by a customer, SureLegal presents its value without threatening a companies current successes. By offering a full service suite of software and integration, SureLegal offers a complete software replacement solution. This duality of offerings allows us to greatly expand the eligible client base. f. Barriers to Entry The nature of the internet is to lower the barriers to entry for most business areas. This ASP area is in concept no different in that we assume almost anyone can buy a server, reserve an internet address and host software. The primary barrier to entry in the model that SureLegal is pursuing is the investment in the application integration and the associated business service, layer. These will be discussed separately below. The infrastructure layer requires a substantial investment in terms of both dollars and creative energy. GartnerGroup's Dataquest sums this up in Copyright 2000, SureLegal, Inc. *** Confidential *** 10identifying that "solution vendors must develop new and sophisticated methodologies for helping end users determine how and to what extent to extend their enterprise via the lnternet." The infrastructure layer provides the tools for the easy expansion in regulated or measured amounts. When combined with an integrated Business Services layer the methodology and infrastructure to allow the expansion of the enterprise is put in place. The most comprehensive barrier is the requirement for integration of the vertical and horizontal software layers in order to provide an enterprise wide class of service. The knowledge and experience in multiple system integrations in order to design and implement these structures form a barrier that the standard internet "dot.com" player will not be able to overcome. g. Target Market There are two (2) target markets for SureLegal. They are the mid-market and small market companies. Both of these company types have a need to outsource IT functions while not losing flexibility and to compete in a global economy without the resources to afford the global enterprise systems.. 1. Target Market: Objective Traits There are three (3) traits for the companies. • Law firms have recognized need for sophisticated, enterprise-class systems and applications but can't afford to buy or implement or integrate them. • Law firms that don't have the budget or resources to continually update their software and hardware. • Law firms that can't attract, afford or maintain the required IS staff needed to manage the increasingly complex environments. 2. Target Market: Behavioral Traits The target market for SureLegal is looking to outsource the IT function and make better ROI and P&L numbers. The companies have seen raging IT costs and are looking for a better way to handle these functions. 3. Target Market: Economic Traits. The customers targeted by SureLegal range from the sole proprietors to the AMLaw Tope 100. Summit Strategies says that the small and midsize businesses (this includes law firms) can't attract or afford or maintain IS staffs. The broad range of systems and expertise required to support a multi-platform or enterprise wide systems implementation is cost prohibitive to most SMB organizations. Copyright 2000, SureLegal, Inc. *** Confidential *** 11SUR.ELrC_.L 4. Size, Growth, Trends & Maturity The Intemet is a mass communications medium, enabling millions of people worldwide to share information and interact with one another. This ability to interact serves to create community among individuals with similar interests and objectives. In August 1999, Jupiter Communications projected that the number of Intemet users in the United States will grow from 100 million in 2000 to 150 million in 2003. The interactive nature of the Internet allows online merchants to communicate effectively with one another, and with customers, and allows advertisers to target customer bases having specific demographic characteristics and interests. As a result, the Intemet is emerging as an attractive, and in many cases, preferred medium for the transaction of business, including ecommmerc activities. Forrester Research estimates that application outsourcing will 21 billion industry by 2001. Boston Consulting Group estimates that business-to-business ecommmerc will grow 33% per year until it reaches 2.8 trillion by 2003. GartnerGroup's Dataquest projects ASP service revenue to grow from $889 million in 1999 to $22.7 billion in 2003. I VI. Marketing Plan a. Marketing Plan SureLegal intends to market their services through four channels. The ISV (software vendors) have channels that have had to forgo sales were they could not overcome the objections enumerated within this document. SureLegal now opens up that broad customer base to these channels. The second channel is through add-on sales for additional integrated offerings for customers currently using one package in the set of offerings. These customers will be marketed by e-mails, banner advertising internal to the site, and "specials" offers to encourage use of package services or business service offerings. The third channel is banner advertising and e-mail offers to targeted opt-in mail recipients. The fourth channel is a referral channel for existing customers, multiple arenas. These marketing efforts would include advertising on the intemet, trade magazines/shows and through the strategic alliances it is building and will build in the future. The message that SureLegal wants to spread is that the company is more than just an ordinary ASP; it is a fully integrated portal for the business-to-business market. Creating legal community and integrated solutions to allow law firms to focus on their core competency. Copyright 2000, SureLegai, Inc. *** Confidential *** 12_ SURE L_(JAL a. Market Research SureLegal relies on the GartnerGoup, IDC and other independent consultants for any needed market research and analysis. The company also subscribes to industry trade journals and belongs to all relevant trade associations, which help the company stay abreast of industry studies and developments. The company is also able to rely on its partnerships and commercially available sales reports for market research. In the past, this has included analysis of market share, competition and industry trends. This combined with industry subject matter experts (SME) will provide SureLegal with the tone and direction of the market place. b. Marketing Goals and Message The company's marketing goals are: • To make SureLegal the business-to-business legal portal (ASP) of choice. • To reinforce that awareness after every interaction with the company The message will be that SureLegal stands for: • The best site for the B+B marketplace • Superior ROI for its member companies • Quality service and customer satisfaction c. Marketing Programs 1. Pricing & Quality The Company intends to have superior pricing when it comes to basic ASP offerings/functions. Surelegal will charge other offerings/funtions on a tiered pricing model. In all cases customer satisfaction with the supply chain experience is the ultimate goal and will help marketing by word of mouth. 2. Customer Service SureLegal will and has built its business on customer satisfaction. It is our main focus to query on a continuing basis the rating of SureLegal and its partners as it pertains to the customer experience and belief. 3. Internet SureLegal will market on the internet in a few different areas. The company will do banner advertising on other sites, email blasts to our communities with special offers/announcements. 4. Advertising Copyright 2000, SureLegal, Inc. *** Confidential *** 13SureLegal will be focused on trade associations, success stories with our partnering and joint marketing with our partners. Along with doing banner site swaps with web sites including internet service providers (ISPs). SureLegal will be published over six times in trade publications along with case studies on our customers. 5. Public Relations SupportNet will be working with our relationship partners who include IBM, Lotus, SupportNet, GatesArrow and other industry type partners to get SureLegal story out to the industry. 6. Promotions/Trade Shows SureLegal will create and market promotions that will have vertical and non-vertical appeal. The company will attend and speak/display at Trade Shows including ALA, Legal Tech and LawNet Conference. 7. Bundling, Co-op, Strategic Alliances SureLegal has/is securing and cultivate strategic and industry leading alliances. The company has signed or cultivated over 20 relationships and is in discussion with over twenty-five other companies. The list keeps growing everyday. Companies are impressed by the vision and by the management in place. SureLegal will aggressively co-op with all strategic partners to allow for wins and long-lasting partnerships that benefit everyone. VII. Management & Organization a. Key Executives I. Steven J. Bell Steven Bell St. is the President. Mr. Bell brings an extensive knowledge of software and channels organizations. Mr. Bell has over 10+ years in the IT industry. He has held titles with industry leaders that include VP of Sales, National Recruiting Director and National Account Manager. Mr. Bell brings industry knowledge and relationships of verticals such as Manufacturing, Distribution, Retail, Legal, Banking and others. Also, he brings relationships with large industry leaders such as IBM, Avnet, Lotus and others. As VP of Sales he helped lead the company into the next generation through his industry knowledge. As a National Recruiting Director and Account Manager worked extensively in Copyright 2000, SureLegal, Inc. *** Confidential *** 14the channel to create and grow relationships. 2. Luke Bouthillier Mr. Bouthillier is Vice President. Mr. Bouthillier has over 17 years experience as a Legal Administrator for law firms in both Connecticut and Iowa. He was most recently Legal Administrator ofPingel & Templer, P.C. in Des Moines, Iowa where he oversaw all areas of Business Management including Information Systems, Accounting, Facilities Management, Marketing and Human Resources Management. Prior to Pingel & Templer, P.C. he was Legal Administrator of the Pepe & Hazard, LLP, law firm in Hartford, Connecticut, where he also oversaw all areas of Business Management of the firm. Mr. Bouthillier has also been a distinguished member of the Association of Legal Administrators and has served as Director on the International Board of Directors. He has also served on both Boards of the Nutmeg (Connecticut) and Iowa Chapters of the Association of Legal Administrators, including President of the Nutmeg Chapter. He previously studied Court Reporting at the Johnson & Wales University and Connecticut Stenographic Institute and became a Certified Computer Programmer at the Computer Processing Institute. 3. Suellen Young Ms. Young is the Vice President. Ms. Young has over 20 years of legal administration and IT. She was legal administrator for one of the biggest and state-of-the-art law firms in the Midwest. She oversaw all areas of Business Management including Information Systems, Accounting, Facilities Management, Marketing and Human Resources Management. Ms. Young is sought out for her advice from law firms large and small throughout the United States. She is well respected and is an ALA member in high standing. b. Professional advisors & Consultants Ian Basey -Marketing & Graphical content Jay Strother -Legal Administrator direction and alliances David Stetson -ABA and lawyer perspective Jan Waugh -Legal administrator perspective c. Management Style & Corporate Culture SureLegal is organized around the principle that professionals given strategic vision can generate creative and innovative solutions to business Copyright 2000, SureLegal, Inc. *** Confidential *** 15issues. The management team encourages the personal ownership of the business processes and their results. d. Compensation & Incentives The management team, managers and significant members of the infrastructure development team will receive stock and stock options as bonus and incentives in addition to industry competitive salaries. The managers will primarily receive their salaries in the form of commissions based on the success of their legal market. Other sales staffwill be compensated by commissions along with minimal base salaries. Outside partners who bring business to the company will be compensated with finder fees or revenue sharing. VIII. Operations a. Product or Service Production Plan We intend to use some of the proceeds for the continued technological development of our web site, including: • the in-house development of software and related technologies, • the hiring of design and technology personnel, • the purchase or leasing of hardware and third-party technologies that we believe will enhance our web site's ease of use and sense of community, • the expansion of our customer support operations, including our 24-hour customer service operations and online customer service chat area, and • the commercial launch and expansion of our integration capabilities and offerings., infrastructure and business services offerings. b. Research & Development Research and development will be concentrated in three areas, infrastructure, SureLegal software for the business services and integration service layers. Concentration will be placed on these two areas for initial rollout of business operations. Copyright 2000, SureLegal, Inc. *** Confidential *** 16