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    Business Plan and Executive Summary

    June, 2002

    The information contained in this document is intended for the solepurpose of evaluating the planned operations and business ofProductivityNet, Inc. This business plan and executive summary does notconstitute an offer to sell or the solicitation of an offer to buy interests inProductivityNet, Inc. ProductivityNet, Inc. will only offer interests toinvestors whom it believes have the qualifications necessary to permit thesecurities to be offered and sold in reliance upon exemption from federaland state securities laws.

    ProductivityNet, Inc.256 Broadway

    Troy, NY 12180

    http://www.productivitynet.com/

    Phone: (518) 273-9319Fax: (518) 273-6519

    Contact:Vinny Pasceri

    http://www.productivitynet.com/http://www.productivitynet.com/http://www.productivitynet.com/
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    Table of Contents1.0 Executive Summary ....................................................................................................................... 32.0 Company Description ................................................................................................................... 63.0 Value Proposition .......................................................................................................................... 64.0 Management Team ........................................................................................................................ 65.0 Markets, Needs, and Competitors ............................................................................................... 6

    5.1 Industry Trends ......................................................................................................................... 65.2 Customer Profile ....................................................................................................................... 75.3 Customer Needs ........................................................................................................................ 85.4 Market Trend and Size ............................................................................................................. 85.6 Competitive Landscape .......................................................................................................... 10

    6.0 ProductivityNet Business Description ..................................................................................... 126.1 Core Capability and Markets ................................................................................................. 126.2 Product Family ........................................................................................................................ 136.3 ActiveManage Product Description ..................................................................................... 136.4 Primary Differentiation .......................................................................................................... 156.5 Emerging Opportunities ........................................................................................................ 16

    7.0 Customers and Revenue ............................................................................................................. 167.1 Customer Experience ............................................................................................................. 167.2 Sales Models and Strategy ...................................................................................................... 177.3 Channel Plan ............................................................................................................................ 187.4 Channels to Market ................................................................................................................. 187.4 Recruitment Plan ..................................................................................................................... 197.5 Sales Funnel ............................................................................................................................. 207.6 Revenue Forecast .................................................................................................................... 207.8 Revenue Discussion ................................................................................................................ 217.9 Financial Plan Description ..................................................................................................... 218.1 Income Statement ................................................................................................................... 238.2 Balance Sheet ........................................................................................................................... 248.3 Cash Flow ................................................................................................................................. 25

    9.0 Marketing Plan ............................................................................................................................. 269.1 Press Relations ......................................................................................................................... 269.2 Trade Events ............................................................................................................................ 269.3 Corporate Web Site ................................................................................................................. 269.4 Web Events .............................................................................................................................. 269.5 Online Search Engines ........................................................................................................... 279.6 Professional Organization Marketing ................................................................................... 279.7 Print advertising....................................................................................................................... 279.8 Cooperative Marketing ........................................................................................................... 279.9 Customer and Prospect Management .................................................................................. 27

    9.10 Resale Partner Recruitment ................................................................................................. 27

    10.0 Key Milestones ........................................................................................................................... 2911.0 Appendix ..................................................................................................................................... 30

    A. Customer Whitepaper .............................................................................................................. 30B. Competitive Analysis ................................................................................................................ 30C. Financials ................................................................................................................................... 30

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    1.0 Executive Summary

    Controlling the engines of business.

    Overview

    ProductivityNet manufactures and markets software that controls computers and keybusiness system services across the web or from anywhere with wireless devices. By activelycontrolling these systems from wherever they are located, technical managers can minimizebusiness disruption. These gains are achieved by preventing downtime, outages, and servicedegradation, leading to greater productivity for the users of the critical systems within acompany.

    ProductivityNets software is broadly applicable to any service business that relies stronglyupon computer systems to run their businesses. Our ideal customer is a business that hasassembled a critical mass of computers and other infrastructure, and has become dependentupon these systems to run sales, development, production or revenue generation in theirbusinesses. Our targeted customers range from small businesses with over 50 employees tomultinational Fortune 500 companies with hundreds of thousands of employees. Accordingto the 1997 US Business Census, there are over 14,600 professional and technical servicebusinessestotaling over 1.5 million employeesin the United States that meet thesecriteria. Our typical small customer has five servers in its organization. Our largest customeris a multinational financial services firm with over 1,200 servers. We estimate that withinthree to six months from date of purchase, a customer will achieve payback on investment inour flagship product, ActiveManage, through productivity gains from use of our software.

    History

    Since 2000, ProductivityNet has garnered awards and prizes from the local Capital District.In April of 2000, ProductivityNet was awarded first place in the Rensselaer-LucentTechnologies Business Plan Competition, which provided a $20,000 equity investment tolaunch the business. In April of 2001, we won the 5th Annual Tech Valley Software Allianceaward for Promising New Enterprise, an award jointly sponsored by the Center forEconomic Growth and the Software Alliance. In November of 2001, The Capital DistrictBusiness Review and Fox23 awarded The Capital District Achievement Award for 2001 toProductivityNet. To date, ProductivityNet has received over $1,000,000 in equity investmentfrom iDeal Ventures, LLC.

    Current Status

    We launched Version 2.0 of ActiveManage in late April 2002. To date, we have installedActiveManage for over 10 beta customers. These customers include game developers, aneCommerce division of a wireless bar code company, a financial services company, a qualityassurance lab in a software development firm, a retailer of eyeglasses, a pharmaceuticalcompany, and a law firm. These companies have all been attracted by the continuous andcritical need to be alerted about developing system problems, to have readily-available toolsto alleviate system issues, and to be able to rapidly fix problems in their infrastructure beforeissues affect the productivity of their organizations. We expect to convert a majority of these

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    beta users into paying customers in the early summer months. We have also implemented aCustomer Relationship Management system, and are building our leads and target accounts.To date, we have over 200 active leads, and we expect to greatly increase our number ofleads based upon our formal launch and publicity activities.

    Market OpportunityBased upon industry research, we estimate that over $2.7 billion of PerformanceManagement software is being bought worldwide in 2002. This is expected to grow to over$4.2 billion in 2005, for a compound annual growth rate of over 15%. Much of this softwareis being sold to very large businesses. Our competitors typically sell their software at a veryhigh price to customers that require extensive integration with legacy systems. Wecomplement these systems by providing needed management of the newer systems beingintroduced into the organization. These competitor systems are subject to very longimplementation cycles and require a cross-organizational commitment for implementationand rollout. By contrast, ProductivityNet software is within the signature authority of thebuyer and can be delivering benefits in a day. We enable the managers responsible for the

    technical performance of key infrastructure to be in control of their systems from anywhereand at anytime. Our offerings assure the availability of key technological services critical tobusiness.

    Market Trends

    Rapid change to the ways businesses deploy systems is the market trend and customer needwhich drives our offerings. With the rise of business connectivity through the Internet, lowcost systems, and a more distributed environment, companies of any size have anincreasingly complex environment and greater number of technical services to manage.

    No longer do employees have just a desktop system; they have become totally reliant on mailgateways, file servers, accounting servers, database servers and other specialized services.Businesses and their users have become dependent upon these systems, and any degradationto service or downtime in these systems becomes a drag on the productivity of theorganization.

    Sales Channel

    We are addressing sales with two primary means: an inside direct model and a value addedsales channel. Our plan is for the inside direct channel to generate revenue in the earlyperiod of the revenue forecast and for Value-Added Resellers to become an increasinglygreater portion of the channel as time goes on. Our sales strategy is to initially sell a starter

    system to a department, prove our benefits, and then infiltrate other departments and spreadto the company as a whole. We expect significant revenue traction to come when a userupgrades and adds to their computing infrastructure. A web-based sales system is beingimplemented to allow an account to purchase additional licenses online. We expect thatsignificant upgrade revenue will be gained through this means.

    Differentiation

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    The tools for managing these systems have not kept pace with the business needs anddemands of our users. They need to manage multiple systems in locations that can span theglobe. There is a great unmet need for simple and easy-to-use tools for actively managingsystems in their totality.

    ProductivityNet enables the systems manager to actively manage a diverse environment ofcomputers or other resources, with the web and wireless devicesanytime, anywhere. Wegive these managers the tools to take corrective actions before system anomalies or eventsbecome issues. This active control leads to continual improvements to service. By managingthese systems more effectively, companies achieve greater returns on the investments madein the entire system infrastructure.

    Unlike other competitors in the market, we offer a very high level of functionality withgreater value. This enables us to be positioned as an expert player delivering the mostimportant benefits at low costs. The focused product competitors have less functionalitydelivering fewer benefits for the price. The legacy complete competitors offer broadcapabilities, but at the price of longer deployment times and much higher costs. There are

    also a number of upstart companies providing narrowly focused functionality.

    Summary

    We seek to become the leader in controlling technical infrastructure and systems across thewired and wirelessweb. Our strategy is to deliver immediate benefits into the customersdepartments using our capabilities, and to virally spread the capability to the enterprise as awhole. We also intend to expand into other market spaces where performance of systems iscritical. Over the next year we expect to add functionality to address adjacent remotemanagement markets. Our Sales and Marketing goals are to gain initial brand-namecustomers as references, to build our VAR channel, and to build partnerships to deliver our

    capabilities to market.

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    2.0 Company Description

    ProductivityNet is a software company that manufactures and markets software to manageoperating and other systems across the web and with wireless devices. Our ideal customer isa manager who needs to assure the availability of key services across critical technologies inan organization. Our customers are the people responsible for maintaining the systeminfrastructure within a department in a company or for the business as a whole. The users ofour software can achieve payback on investment from minimizing downtime of key services,quickly addressing system problems, and fixing issues before they become problems. Theusers of our system rapidly recover their investments in our system in a period of between 3and 7 months. We achieve these paybacks by giving the system administrator acomprehensive set of tools which are rapidly deployed, and which enable the user toimprove the quality of service provided by system technology in the organization.

    3.0 Value Proposition

    ProductivityNet software is targeted at avoiding quality of service issues in the key-computing infrastructure in a department or an organization. We have conservativelyestimated that a small business user of our software will save over $9,000 per year, and largercompany users can save upwards of $90,000 per year from the use of our software. Thesesavings are derived from faster restoration of systems that are unresponsive, less wasting oftime getting to machines to fix critical issues, automation of fixes to avoid problems in thesystem environment, the ability to address system issues remotely, and the capability of beingalerted to system issues before they become problems.

    We have a direct and measurable impact on the costs of an organization not only by savingtime for the system administrator, but by keeping the systems that drive the business as

    available as possible. This high availability keeps employees productive and avoids downtimefor the revenue producing and production systems within an organization.

    4.0 Management Team

    [Removed for privacy reasons]

    5.0 Markets, Needs, and Competitors

    5.1 Industry TrendsThe way systems are being deployed and used is rapidly changing. Companies of all sizesnow manage a complex environment of workstations, servers and network nodes. Use ofthese systems has grown and has become increasingly specialized and sophisticated. Theprimary macro trends driving these needs are:

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    1. Systems have become cheap and very powerful. System capabilities have acceleratedin respect to speed and capacity, while costs for these systems have fallen to under$1,000.

    2. The systems environment has become very diverse. Companies now commonlydeploy mail servers, Web servers, application servers, ASP, RSP, and MSP, and use

    many other deployment strategies to achieve high levels of performance andreliability.3. Businesses have become more distributed. Remote offices now have an increasingly

    diverse set of systems and platforms that demand the same care and attention as thecentral branch or headquarters.

    4. The systems environment has become more specialized and sophisticated. Routersare essentially full-blown systems, with specialized operating environments. The useof specialized systems is exploding.

    In essence, heterogeneous collections of systems have reached critical mass, and serviceissues in these environments are becoming threats to company revenue and productivity.The tools to manage these infrastructures have become as intricate as the systems, but have

    not otherwise kept pace with companies needs and users demands. There is a great need forsimple and easy-to-use tools to actively manage systems in their totality.

    Our users are experiencing multiple points of pain. They have to manage multiple systems,each with its own administrative functions. They often have to visit these systems to accessmenus or functions. They dont have a unified or simple way to monitor, control, andrespond or act on system issues or anomalies.

    ProductivityNet solves these problems for the system administrator. The company enablesthe administrator to actively manage and control a diverse environment, via Web andwireless consolesanywhere, anytime. By actively managing the systems infrastructure,

    ProductivityNets software enables greater uptime to be achieved, gives the ability to takecorrective actions before issues become critical, and provides the mission critical tools tocontinually improve the quality of service for the organization. By managing these systemsmore effectively, ProductivityNet achieves greater returns on the investment made in theentire systems infrastructure.

    5.2 Customer Profile

    Our ideal customer is a manager in a department that has responsibility for the technicalinfrastructure that provides key services for either the department or the organization. Oursales to date and our prospect list indicate that we are typically selling to either a technicalleader that has responsibility for keeping between 5 and 50 servers highly available to the

    organization. We believe that our best target customer will be someone with 5 servers ormore. The buyer is usually a technical leader in a department such as web commerce, qualitycontrol, engineering, or accounting, or a system manager who is part of an IT organization.These buyers typically have yearly technology budgets that range from $50,000 at the lowestend to over $1,000,000 at the high end. Our pilot product proposition is within theirsignature authority, and represents less than 1% of their IT budgets. Often, these buyers willhave multiple sets of responsibilities, with system management being only part of theirresponsibilities.

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    5.3 Customer Needs

    The customers needs center on the desire to maintain system availability at the highest levelspossible. This is achieved by maximizing uptime, being responsive to events and issues in theinfrastructure environment and constantly improving the quality of computing service to theorganization. Our prospects have indicated the following needs as being key:

    1. Being able to quickly address system problems as they arise, and to deal with unusualevents and exceptions immediately. For example, being able to restart a printer queuethat is producing billings.

    2. Having the means to fix systems before problems becomes issues; having arepeatable set of actions that can be undertaken to prevent problems (e.g. deletingtemporary files automatically if a disk is 90% full, and notifying the user of animpending problem).

    3. Tracking trends in service; being able to create logs of events and reports on thoseevents to see if proper levels of service quality are being achieved.

    4. Being able to fix a system from anywhere. Most managers of systems have multiplesets of responsibilities. They need the means to fix the problem from the nearestweb connection or from the road.

    5. Addressing the remote user, system, or office as if it were local. As systems andservices are distributed to remote hosting centers, as users take more computers onthe road, and as more remote locations get sophisticated capabilities, the managerneeds to fix, tune and manage these systems as if they were local.

    The key to addressing these needs has been the creation of a system which uses small agentson the machines under management to fully interact with the native system interface. Theseagents are managed by a Windows 2000 Server machine, running ActiveManage Host, thatuses a web and wireless console to interact with the systems to be managed. Essentially,ProductivityNet controls systems with the web or wireless devices to maximize uptime and

    the productivity of technological resources in an organization. Our initial products are forsystem management. Future products may deal with networking systems, communicationsystems, application systems, or process control.

    5.4 Market Trend and Size

    International Data Corporation (IDC) characterizes the Enterprise Management market intothree categories: System Management Software (SMS), Network Management Software, andStorage Management Software.

    ProductivityNets market segment is partially within the System Management market, which

    IDC estimated to be $9.6B in 2000. In January 2002, IDC noted the following trends in thismarket:

    IDCs previous scenario for SMS was one of flat revenue in 2001, followed bygrowth in 2002 and subsequent years. This scenario was based on general trends inthe economy, IT spending, and the short-term impact of changes in revenuerecognition practices by major market vendors, especially Computer Associates.

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    Some of the impact will be to enhance IT spending priorities in certain SMS markets.The attack spotlighted the importance of maintaining access to critical applicationsduring emergencies. The Internet held up well but the huge increase in traffic onpublic information Web sites and in e-mail resulted in major slowdowns thateffectively amounted to outages in a number of instances.

    The effects are: Increased requirements for high application availability, scalability,

    redundancy, and distribution of workloads to alternative sites; Capacity management to sustain higher traffic volumes; Provisioning for peak loads as much as 10 times higher than normal; and More use of high-bandwidth networked applications (graphics and video).

    Changes in business practices will result in more dependency on computer-basedprocesses, having the following effect: Less travel and thus more use of networked applications; More interest in remote services such as output management and document

    distribution; and

    More remote and network-based IT infrastructure management operations.

    Overlapping the SMS market and growing faster is the Performance Management market.This market focuses on distributed operations management for the enterprise.

    IDC classifies the market into five domains:

    1. Distributed job scheduling2. Event Automation3. Distributed performance and availability management4. Distributed storage management5. Distributed problem management

    Companies participating in this space include Computer Associates, BMC Software, HP,EMC and others. According to IDC, the Performance Management market is presently $2.7billion in size, with 49% of the market in Windows machines and the balance in Unixplatforms. By 2005, this market is expected to grow to over $4.2 billion, with 57% of themarket in Windows and the balance in Unix platforms. This represents an overall growth of55% over the three-year period and compound annual growth rate of 15% to 16% per year.Further, Gartner Dataquest found that this market is still fragmented with no single leader.HP, Computer Associates, Tivoli, and BMC accounted for about 55% of the market, andothers filled out the balance.

    $964$6942000

    $1,165

    $1,016 2001

    $1,623$2,106 2004

    $1,486$1,7092003

    Unix M$ Windows M$

    CY$2,401$1,341$1,813 $1,372

    20052002$964$6942000

    $1,165

    $1,016 2001

    $1,623$2,106 2004

    $1,486$1,7092003CY

    $2,401$1,341$1,813 $1,372

    20052002

    Source: IDC Doc# 22995.

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    As noted by analysts and these market statistics, there is a trend of convergence between theSystem Management Market and the Performance Management Market. In the SystemManagement segment, software functionality is focused on managing systems, diagnosingtheir problems, and then rapidly fixing the problem. Performance Management softwarelooks at the more subtle issues in maintaining a service and improving its response to

    business conditions. As these applications converge, an opportunity exists to gain leadershipand market share. It is in this space that ProductivityNet can gain momentum. Ourapplication contains tools not only to manage, diagnose and fix problems, but also to dealwith the fine-grained details of systems to maximize performance and levels of service. It isin the convergence and overlap between these markets that we have found our sweet spot.

    5.6 Competitive Landscape

    In our analysis of the market landscape, we have developed four quadrants to examinepotential competitors in the market. We have classified the players into the following spaces:

    Upstart-Point productssolutions that have narrow sets of functionality, addingvalue around a specific set of needs and functions. These tend to be low cost, lowvalue solutions, with limited functionality. Market participants in this space includeOpalis, PC Anywhere, Sonic Mobility and others.

    Legacy Complete productsthese products have very great functionality, buthave long implementation cycles and have very high costs associated withdeployment. These costs are in large part caused by time and the fact that people areneeded to plan and implement the system. Once implemented, these systems delivervalue, but with long payback times. This is where the traditional System Managementmarket player exists. Players include HP, CA, and BMC.

    Focused Productsthese products deliver high value by delivering rapidpaybacks. They provide less comprehensive sets of functionality, but address the key

    points of pain within the customer, and can address the problem rapidly andsuccinctly. For example, MicroMuse addresses network fault management andperformance management for telecommunications networks. ProductivityNetcurrently touches upon this space by delivering very high value functionality that isfocused on meeting the majority of the customers needs for getting betterperformance from systems in the organization.

    Expert Playersthis unoccupied space delivers very high value, and the greatestfunctionality for assuring that availability and performance can be maximized. Webelieve that it will be easier for a focused product player with high value to capturethis market than it will be for a legacy player weighted by compatibility and support

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    issues to do so.

    A complete analysis of key competitors is included as an appendix.

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    6.0 ProductivityNet Business Description

    6.1 Core Capability and Markets

    ProductivityNets core capability is the ability to control systems through the web and withwireless devices. This capability has been encapsulated in hundreds of thousands of lines ofcode, and would be very difficult for a competitor to duplicate. Additionally, ProductivityNethas developed a protocol called WIP, which allows a PDA or other wireless device to have avery rich user interface. This underlying technology is key to being able to efficiently use theairways to control a system wirelessly. Further, the company has core capabilities ininteracting with systems through native interfaces. This provides the ability to manage asystem at a native call level, allowing system commands to be executed from remoteinterfaces as if they were on the local machine. This capability has been brought to market inProductivityNets first product line, ActiveManage, targeted at managing operating systems.

    The ability to manipulate a system as if is local is key to other markets that can be addressedby ProductivityNet. An adjacent market segment that can be addressed quickly is the remotesystem management market. The typical user in this market segment needs to maintaincomputing systems in a remote hosting facility, an ASP, or another type of computingcenter. Also associated with this market are Managed Service Providers that will remotelymanage a companys computing infrastructure. ActiveManage can be marketed to MSPsthrough partnering; this possibility requires only minor feature enhancements toActiveManage.

    Future revenue growth is to be driven by addressing markets that have large potential gainsfrom maintaining uptime and reliability. Future markets include network and communicationplatforms, application systems, and process controls. To address these markets, functionalitywill be need to be added to interact with the Network Operating System interfaces ofcompanies such as Cisco or with applications such as web servers, databases, or mailsystems. In the future, the product can be extended to actively manage real-time processcontrol systems, such as those used for high value production such as pharmaceuticals, orproduction lines.

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    Our strategy in approaching these markets is to seek key partners which serve as channels tomarkets, and which can aid in the development of ProductivityNets capability to address themarkets. We will seek partners that can accelerate our entry into these markets.

    The underlying assumptions in addressing these markets are that businesses find downtimeto be very costly, slowing or stopping revenue, and that quality of service is critical tomaintaining the efficiency of a business.

    6.2 Product Family

    Three components comprise the ActiveManage system. They are the ActiveManage Host,Agents, and Clients. The minimum packaged system consists of the Host, one server agent,10 workstation agents, and an unlimited number of clients.

    The Host server is the gateway through which web and remote administration is performed.It enables the users to alter any aspect of the systems under management, from one centralconsole, even if that console is accessed remotely.

    The server agents serve as universal translators that act as liaisons between different serversor workstation platforms and the host server. This setup enables the Host to manage aheterogeneous set of systems with a unified interface, accessible from anywhere and atanytime.

    The client interface is either a standard web browser or a PDA device that has had anActiveManage client installed. Through these unified interfaces, any of the Agents can beaccessed through the ActiveManage Host.

    To extend the ActiveManage system, new agents need to be developed and additions madeto the modular architecture incorporating the command functionality needed to manage the

    targeted platform. A Software Development Kit is under development to aid in theextension of ActiveManage, either within the company or by partners.

    6.3 ActiveManage Product Description

    Active ControlsAnywhere, AnytimeActiveManage corrects system anomalies and problems before they endanger quality ofservice. ActiveManage allows the control of the whole system through one intuitiveinterface. The interface is accessed through a web console or wireless PDA device, providingflexibility and maximum control. To improve response time, ActiveManage provides anextensive set of alerts for problems.

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    Compact, Agent-Based ArchitectureActiveManages architecture contains the ActiveManage Host, Agents, and web and wirelessclients.

    The ActiveManage Host allows for active control across heterogeneous platforms and agentswith an intuitive unified interface to control critical systems in the IT environment.

    Agents are small programs installed on servers or workstations; they interact with theActiveManage Host to provide access to the systems native interface, enabling full control oversystem functionality. ActiveManage has agents for Windows, Linux, and Solaris servers andworkstations.

    The web and wireless clients enable the system manager to access the system through asimple interface on the web or a PDA. Through Palm.Net or other wireless protocols, suchas 802.11x, the manager can achieve system control from remote locations.

    Alerts

    ActiveManage incorporates a high-performance alert engine which constantly checksnetwork services and the operating systems performance counters for situations the systemmanager has specified. With access to the operating system performance counters, the usercan set alerts on literally thousands of functions, including memory use, free disk space, anduptime. If a condition exceeds their restrictions, they are notified immediately with an e-mailto their desktop, PDA, or cell phone.

    Corrects Common Problems AutomaticallyIn ActiveManage, the user can even enable his or her system to self-correct. The Responsefeature allows the manager to specify automatic corrections for system problems. He or shecan also specify a sequence of solutions; if the first solution doesnt work, the system willperform a second, third or additional sets of corrections. As a result of each action, an e-mailnotification can be sent to the administrator. Levels of alerts can be customized according toseriousness of the problem. If the problem continues, alerts can be escalated until the prob-lem is fixed.

    Monitor System QualityActiveManages reporting system collects, tabulates, and stores information from system per-formance counters. The administrator can then retrieve this information whenever he or sheneeds ithourly, monthly, yearly, or even by the decade. ActiveManage keeps dataindefinitely, and compacts it with a data-storage algorithm; based on how much disk space isallocated to the reporting system, the system will summarize older data and store extensivenewer data, which can be reviewed to monitor overall system quality. Reports can then be

    exported to Excel, PDF, and the Web.

    Multiple Administrator RolesWhether the customer is a one- or twenty-person department, ActiveManage can help theadministrator maximize efficiency. ActiveManage supports multiple administrator roles,allowing the user to assign levels of permission to individuals or groups of individuals. Forexample, one group of administrators may be given complete access to maintain and fix theirdepartments system, yet be restricted from altering the main network.

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    SecureThe ActiveManage Host provides a portable unified console fully accessible from theadministrators desktop or a web browser; most functions can also be accessed through aPDA. No matter how the user controls the network, all communications within theActiveManage system are end-to-end encrypted with fully secured 128-bit encryption

    technology.Control Systems RemotelyWith Keyboard, Video, and Mouse Control (KVM), the help desk user can take control ofany computer through a browser. KVM provides remote access to systems, reducing thetime and cost associated with trouble-shooting. KVM provides full secure control, and isequally valuable for the help desk and the administrator.

    Configures QuicklyActiveManage deploys rapidly. Its agents are simple to install, using small amounts ofmemory and bandwidth. To save setup time, ActiveManage is pre-programmed with alertprofiles, combinations of pre-set limits and settings for each type of server and workstation.

    And, if the user has special restrictions, he or she can modify or create an alert profile to suittheir system. Rather than having an administrator connect each agent to the ActiveManageHost manually, the ActiveManage Host searches for installed ActiveManage agents andconfigures them automatically.

    6.4 Primary Differentiation

    ProductivityNet is in the software market category of systems management or networkmanagement. This categorys primary value proposition is that successful systemmanagement drives uptime that leads to gains in productivity of systems resulting in betterquality of service. The primary feature that enables the system management capability is a

    unified console.ProductivityNet adds to the category of system management in the following ways and isdifferentiated from others by these primary factors:

    1. Anywhere/AnytimeBy extending the interface to the Web and wireless devices,ActiveManage enables more responsive control of the environment. The user cannow take the console with them.

    2. Active Control/Active ResponderProductivityNet enhance systems management bymonitoring and by actively responding to system issues and problems. We not onlymonitor the system, but also offer triggers, rules and automated responses including notification of problem resolution and system restoration. These features

    are available at a overall system or a process level and with a very fine level of controland response within the systems.

    3. Granular DissectionWe enable the determination of problems between systems, aswell as deep within systems. We enable the network administrator to do fine-grainedanalysis and control, and to determine the root cause of the problems in theheterogeneous IT infrastructure. As systems become more complex, determinationof incompatibilities and problems between systems has become harder. With our

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    fine-grained alerts, controls, and deep diagnosis, problems can be ascertained andsystem-to-system incompatibilities can be resolved.

    4. Rapid Implementation and SetupOur agent technologies and alert system profilesenable the system to be rapidly implemented and up and running. The faster thesetup, the quicker the organization can accrue the benefits of increased uptimes, of

    enhanced productivity from the more efficient use of the system, and of a betterquality of service.

    6.5 Emerging Opportunities

    To accelerate the revenue growth beyond the forecasted plan, several emerging opportunitieswill be addressed. These include product line extensions, additional deployment options, andnew markets.

    Product line extensions are going to be generated by seeking platform partners who wouldmake use of the software development kit (SDK). The product concept is that a partner,who needs to manage a technical resource, could use the agents to interact with their

    platform and use the ActiveManage capability to manage the resource from a unifiedconsole. Revenue from this product line extension would be from the purchase of the SDK,and a royalty based upon the number of hosts and agents sold.

    [Specific companies removed for privacy reasons]

    Similarly, we will seek OEM partners for the WIP capability. WIP will be targeted atsoftware developers that need to extend their rich client interfaces to wireless devices.Revenue will be generated from licensing the protocol.

    Several additional deployment options will be addressed, including Managed ServiceProviders, Application Hosting Providers, and service desk partners. The value propositionis very similar to that delivered to our end user customer. These partners would gaineffectiveness and higher levels of service for their customers systems under management.We will seek partners that have the technical expertise, sales channel, and capabilities toaddress these markets. These will be Strategic Partners, from which we seek significantcommitments. Revenue will be generated from license fees.

    Additional markets will be addressed based upon an analysis of market attractiveness,revenue opportunity and partner path to market. We will seek partners to aid in the entryinto these markets.

    7.0 Customers and Revenue

    7.1 Customer Experience

    [Customer name removed for privacy reasons]Customer, Inc. develops, manufactures, sells, and services scanner-integrated mobile andwireless information management systems that consist of mobile computing devices, wirelesslocal area networks (WLAN), bar code reading devices, network appliance devices,

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    peripheral devices, software and programming tools. ActiveManage has been installed in theeCommerce Division, on ten servers.

    Their needs lie in a product that can administer a variety of servers through a single interfacewithout connecting to each console. Due to the complex interface between the 5 webservers, the 2 database servers and the 3 file servers, numerous application issues arise. Thehead of the division needs to be immediately notified of problems and generate reports ontheir nature. He needs to coordinate with his superior, who in turn can pass the informationonto the application vendor.

    Currently, he knows that there is a problem with the servers only when a customer calls tocomplain, or when a fellow employee comments that the system is down. It usually takeshim 2030 minutes to find out that there is a problem. To fix the problem, he uses PCAnywhere, which allows him to connect to the console and perform the task as if he wasthere. He does not have a unified interface, and he writes his report manually as problemsoccur.

    When ActiveManage was installed, he saw the immediate benefits by addressing the issuesthat he currently has. Not only can he be alerted when the web server goes down, butActiveManage will fix it for him and tell him if it was successful or not in a matter ofseconds.

    [Customer name removed for privacy reasons]Customer is one of the largest video game companies in the world. With new gamingsystems appearing using Internet technologies coming to market, Customer needs to addressthe needs of these users. They are building an online division at Customer where gameconsoles at home can connect to their game servers on-line. Initially, they will use 5Windows 2000 servers and 5 Linux servers to do the job.

    To Customer, making sure that their proprietary gaming engines are running on every serverall the time is critical. If they cease to run, they need that service running again immediately.Accessing that network 24/7/365 is important to them, so having remote access is key.

    Currently, the online division is under development and they are looking at a variety ofpackages that can help them. What intrigues them the most is that we combine a variety offeatures that are extremely useful to them with their current needs. We are one of the fewalerting packages available that allow you to monitor custom services, and get them runningagain if they fail.

    Finally, they would like to deploy ActiveManage corporate wide for server and workstation

    management. They do not have a system in place to do any management.

    7.2 Sales Models and Strategy

    We are addressing sales with two primary means, an inside direct sales model and a value-added sales channel. Our plan is for inside direct to generate revenue in the early period ofthe forecast, and Value-Added Reseller (VAR) revenues to become an increasingly greaterportion of the channel.

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    We intend to rapidly close quality reference sites to demonstrate the benefits of the solution,and to gain recognizable reference sites. We will then seek to maximize sales leverage via theenlistment of quality, committed and focused channel partners. The goal is to build near-term creditability with the technical managers buyers and to build long-term stability viastrong partners.

    The initial pipeline is being built and tracked via a Customer Relationship ManagementSystem. The lead sources are being developed from VAR500 Lists, Key Integrators,Vertically Focused VARS, Marketing leads and cold calls to key firms. We plan on spending20% of the time calling into large technology firms with VAR operations. Forty percent ofour time will be focused on specific VARs in the system management markets, and in thesoftware reseller markets. Twenty-five percent of our time will be spent on calling firms withsophisticated technical infrastructures, such as financial services, manufacturing, softwaredevelopment firms, system integrators and technology companies. Fifteen percent of ourtime will be spent prospecting from trade shows, public relations, leveraging existing clients,and other purchased lists. To gain effectiveness from new sales hires, the following trainingand sales execution program will be used:

    Week 1Training in Troy: Sales Tool Training, Technology Training, CRMTraining, Competition Analysis, and Customer Visits.Week 2Begin Sales Calls: Calling and arranging meeting with prospects and leadsWeek 3/4Initial Client Presentations: first and second presentationsWeek 5Begin installation of trial copy of software, monitor evaluationWeek 6Visits to VARs and other partnersWeek 7Presentation of proposals, commence closing activities.

    7.3 Channel Plan

    Partnering is the core of ProductivityNets business philosophy. Our channel strategy isstructured to meet the needs and purchasing patterns our end users while incorporating theadvantages of leveraged distribution. The model incorporates end user coverage for threevariables: business size, geographic location, and operating system. The overall channelpartner goal is the recruitment of 100 partners by the end of 2002.

    Target Market: Network Administrators, Systems Administrators, and IT Management inthe Small to Medium Enterprise (SME) segment and for use on a non-enterprise basis inlarger organizations with for distributed server management or departmental use.

    7.4 Channels to Market

    Network Integrators/Solution ProvidersResale partners are planned as the dominant channel of sale during the first 1218 monthsfollowing the release of ActiveManage V2.0 and will likely remain as the dominant channel.Our target market relies heavily on the services and advice of integrators/resellers/solutionproviders for their network product selection, installation, and maintenance. ProductivityNethas a unique advantage in attracting the interest of this channel because ActiveManageprovides both a source of add-on revenue and a tool that integrators will themselves beinterested in implementing to improve service and uptime for their clients. ActiveManage

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    also brings the integrator/reseller one step closer to being able to provide a completeoutsourced network management solution for their clients.

    Marketing message:1. Increase revenue per client2. Improve service to clientuptime3. Positions Integrator to assume net management on an outsourced basis4. Handle more clients

    xSPsThe service provider channel continues to gain momentum in the SME segment.ActiveManage is a natural fit in this environment, because in its current form it is gearedtoward end-user computing environments. Future development plans for ActiveManageinclude proxy server technology to enable this channel.

    OEMActiveManage has a synergistic fit with the broader network monitoring segment that lendsitself to OEM opportunity. This OEM category is made up primarily of opportunities where

    a combination of ProductivityNets web, wireless, network control functionality, networkadministration expertise, and development talent are packaged as a custom win/win project.The win/win is created by linking these other programs with ActiveManage at logical points;for example, after another system (network monitoring) identifies a problem, ActiveManageis called up from within that program to fix the problem.

    Example: IpswitchWhatsUp Gold. This is the leading network monitoring product in themedium sized business segment. They do not have a wireless solution and only have alimited web interface. They do not have Active Control. Using our WIP technology wehave proposed a development effort to enable their product over wireless and webconnections. In addition, we have proposed links within both of our products to each other

    at logical points. This would give their users the ability to fix problems (Active Control)using ActiveManage, and would give ActiveManage users the benefit of a more robustnetwork-monitoring tool. Ipswitch has 18,000 customers and developed channelsall ofwhich would significantly advance our position in the market.

    7.4 Recruitment Plan

    Ourdaily focus is on reseller recruitment through a combination of cold calls, direct mail, e-mail, and web seminars. On average, three face-to-face presentations are being done weekly,plus exposures via web seminars. In the current technology market, resellers are beingcontacted by dozens of vendors on a weekly basis. The process of selecting newtechnologies for a resellers portfolio is a typically a thoughtful process that considers the

    market they serve, their resources, and the financial opportunity. We are buildingrelationships that will in some cases turn into partnerships, as opposed to simply signingresellers. At the same time, we continue to build our support infrastructure and will soonhave a PN Partners Only extranet with sales tools, marketing support and other materialto deliver the business and technical support necessary to make our partners efficient andeffective. The 2002 sales plan and budget includes hiring two field based channelrepresentatives to accelerate the recruitment activity and drive partner revenue.

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    7.5 Sales Funnel

    The sales funnel as of June 1, 2002 is as follows:

    [customer table removed for privacy reasons]

    7.6 Revenue Forecast

    PricingThe ActiveManage product consists of three major licensed components and other optionaladd-ons. The ActiveManage Host is priced as a bundle of the underlying activecontrol/console software and includes a starter kit of a single server agent and tenworkstation agents. The agents are priced on a per agent basis for computing servers and aten pack for workstations agents. These agents are licensed on a per computer basis. TheActiveManage Platform Server is licensed for a single computer. Maintenance and support

    are optionally available.

    A maintenance program is available under separate agreement that entitles the Licensee toobtain point releases and patches to the software products. This program is 18% per annumof the products purchased by the user, payable in quarterly installments.

    A Support Program is available that combines the Maintenance Program and providesadditional support in the use of the products. The Support program is 25% per annum ofthe product purchased by the user, payable in quarterly installments.

    Product Name ProductNumber

    ListPrice

    ActiveManage Host for Windows 2000. Unlimited ActiveManageClients (Web, Palm, PocketPC). Includes 1 ActiveManage ServerAgent and 10 ActiveManage Workstation Agents. (specify agenttypes)

    AM100 $749each

    ActiveManage Server Agent for Unix (Linux & Solaris) AM200 $499each

    ActiveManage Server Agent for Windows AM210 $499each

    ActiveManage Server Agent for Routers AM220 n/a

    ActiveManage Workstation Agent for Windows AM300 $299 per

    10 PackActiveManage Workstation Agent for SNMP Devices AM350 $299 per

    10 Pack

    ActiveManage DB Connector for Oracle AM400 n/a

    ActiveManage DB Connector for SQL Server AM410 n/a

    ActiveManage SDK AM1000 n/ a

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    7.8 Revenue Discussion

    The revenue plan has been built upon a detailed unit forecast over four main channels(Direct, Value-Added Reseller, ActiveManage Next Generation and Services). In 2002 theforecast is for 23 sales through the direct channel and 45 through the VAR channel. Theaverage selling price is $7,610 in the direct channel and $4,317 in the VAR channel. Theseselling prices are a combination of starter packages and larger implementation sales. Theservices are estimated as 25% of the average selling price, and a day of training priced at$1,200.

    During 2003 the direct sales are expected to be over 38% of revenue, the VAR channel to be30% of revenue and the balance from services and the next generation product.

    We expect significant revenue traction to come from when an ActiveManage user upgradesand adds to their computing infrastructure. A web based sale system is being implementedthat allows an account to purchase additional license keys online. We expect that significantupgrade revenue will be gained through this means. Additionally, our revenue forecast does

    not include any OEM licenses, major partnering opportunities or other upside fromemerging opportunities.

    UNITS SALES 2002 2003 2004 2005 2006

    ActiveManage Direct 23 260 520 840 1,250

    AM VAR Channel 16 204 550 1,000 1,575

    AM NG - 11 444 555 678

    Services 21 211 1,070 1,840 2,825

    AVERAGE UNIT PRICE 2002 2003 2004 2005 2006

    ActiveManage Direct 5,478 7,056 5,382 5,483 5,550

    AM VAR Channel 5,425 4,903 3,773 3,805 3,300

    AM NG - 6,909 8,216 8,216 8,283

    Services 2,167 2,443 1,986 1,957 1,942

    7.9 Financial Plan Description

    The costs of the business are driven in the majority by people costs. Cost of Goods includesshipping, documentation, an allowance for 3% returns and people costs associated withtechnical support operations.

    In the detailed financial model the following parameters are used:

    HEADCOUNT 2002 2003 2004 2005 2006

    Maintence & Support - 4 4 10 12Engineering 8 22 25 28 34

    Sales & Marketing 6 11 19 29 39

    Administrat ion 1 5 8 13 18

    TOTAL 15 42 56 80 103

    AVERAGE UNIT COST 2002 2003 2004 2005 2006

    ActiveManage Direct 32 36 27 26 27

    AM VAR Channel 50 50 26 26 23

    AM NG - 241 308 308 297

    Services 250 291 193 185 182

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    Details of the other cost driving parameters are included in the appendix as part of thedetailed model.

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    8.0 Summary Statements

    8.1 Income Statement

    ProductivityNetIncome Statement ($)

    2002 2003 2004 2005 2006

    Revenue

    ActiveManage Direct $126,000 $1,834,500 $2,798,500 $4,606,000 $6,937,500AM VAR Channel $86,800 $1,000,300 $2,075,000 $3,805,000 $5,197,500AM NG $0 $76,000 $3,648,000 $4,560,000 $5,616,000

    Services $45,500 $515,500 $2,125,000 $3,600,000 $5,487,500Total Revenue $258,300 $3,426,300 $10,646,500 $16,571,000 $23,238,500

    Cost of Goods Sold $13,894 $293,771 $855,667 $1,497,671 $2,046,567

    Gross Margin $244,406 $3,132,529 $9,790,833 $15,073,329 $21,191,933

    % of Revenue 95% 91% 92% 91% 91%

    Operating Expenses

    Engineering $210,159 $1,375,278 $2,484,769 $3,120,261 $4,008,731

    % of Revenue 81% 40% 23% 19% 17%

    Marketing/Sales $693,742 $1,774,479 $4,147,381 $6,380,787 $8,915,580

    % of Revenue 269% 52% 39% 39% 38%

    Administration $142,958 $760,805 $1,267,471 $1,868,826 $2,559,687

    % of Revenue 55% 22% 12% 11% 11%

    Total Operating Expenses $1,046,859 $3,910,562 $7,899,621 $11,369,874 $15,483,997

    % of Revenue 405% 114% 74% 69% 67%

    Income Before Int & Taxes ($802,453) ($778,033) $1,891,212 $3,703,456 $5,707,936

    % of Revenue -311% -23% 18% 22% 25%

    Interest Expense $0 $0 $0 $0 $0Interest Revenue $0 $0 $0 $0 $0

    Income Before Taxes ($802,453) ($778,033) $1,891,212 $3,703,456 $5,707,936

    Tax Exp $0 $0 $124,290 $1,481,382 $2,283,174

    Net Income ($802,453) ($778,033) $1,766,921 $2,222,073 $3,424,762

    % of Revenue -311% -23% 17% 13% 15%

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    8.2 Balance Sheet

    Productiv ityNetBalance Sheet ($)

    2002 2003 2004 2005 2006

    ASSETS

    Current Assets

    Cash $306,095 $4,115 $1,402,982 $3,351,261 $6,290,409

    Net Accounts Rec $98,431 $802,024 $1,317,504 $2,050,661 $2,875,764

    Other Current Assets $0 $0 $0 $0 $0

    Total Current Assets $404,526 $806,138 $2,720,486 $5,401,923 $9,166,174

    Gross Fixed Assets $100,667 $243,167 $307,667 $421,167 $530,667

    Less Accum Depreciation $11,595 $30,733 $85,329 $179,353 $266,995

    Net Fixed Assets $89,072 $212,434 $222,338 $241,814 $263,672

    TOTAL ASSETS $493,598 $1,018,572 $2,942,824 $5,643,737 $9,429,845

    LIABILITIES

    Short Term Liabilities

    Accounts Payable (30 days) $36,322 $67,480 $152,560 $225,942 $311,514

    Salaries Payable (15 days) $41,939 $113,788 $154,966 $221,151 $296,477

    Taxes Payable (90 days) $0 $0 $31,073 $370,346 $570,794

    Line of Credit (0% of net A/R) $0 $0 $0 $0 $0

    Current Portion of Capital Equipment Le $0 $0 $0 $0 $0

    Current Portion of Long Term Debt $0 $0 $0 $0 $0

    Total Short Term Liabilities $78,261 $181,268 $338,599 $817,438 $1,178,785

    Long Term Liabilities

    Capital Equipment Lease (3 years) $0 $0 $0 $0 $0

    Long Term Debt (5 years) $0 $0 $0 $0 $0

    Total Long Term Liabilities $0 $0 $0 $0 $0

    TOTAL LIABILITIES $78,261 $181,268 $338,599 $817,438 $1,178,785

    Equity

    Paid in Capital $728,624 $728,624 $728,624 $728,624 $728,624

    Common Stock $1,184,000 $2,384,000 $2,384,000 $2,384,000 $2,384,000

    Retained Earnings ($1,497,287) ($2,275,320) ($508,398) $1,713,675 $5,138,437

    Total Equity $415,337 $837,304 $2,604,226 $4,826,299 $8,251,061

    LIABILITIES & EQUITY $493,598 $1,018,572 $2,942,824 $5,643,737 $9,429,845

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    8.3 Cash Flow

    ProductivityNetSta tement o f Sources & Uses ($)

    2002 2003 2004 2005 2006

    BEGINNING CASH $14,219 $306,095 $4,115 $1,402,982 $3,351,261

    Sources of Cash

    Net Income ($802,453) ($778,033) $1,766,921 $2,222,073 $3,424,762

    Add Depr/Amort ($6,510) $19,139 $54,595 $94,024 $87,643

    Issuance of Paid in Capital $0 $0 $0 $0 $0

    Issuance of Common Stock $1,184,000 $1,200,000 $0 $0 $0

    Plus Changes In:

    Accounts Payable (30 days) ($30,916) $31,158 $85,080 $73,382 $85,572

    Salaries Payable (15 days) $18,214 $71,849 $41,178 $66,185 $75,326Taxes Payable (90 days) ($131) $0 $31,073 $339,273 $200,448

    Additions to Line of Credit (0% of net A/ $0 $0 $0 $0 $0

    Additions to Capital Equipment Lease (3 $0 $0 $0 $0 $0

    Additions to Long Term Debt (5 years) $0 $0 $0 $0 $0

    Total Sources of Cash $362,204 $544,113 $1,978,848 $2,794,937 $3,873,751

    Uses of Cash

    Less Changes In:

    Net Accounts Rec $98,431 $703,593 $515,481 $733,157 $825,103

    Other Current Assets ($6,603) $0 $0 $0 $0

    Gross Fixed Assets ($21,500) $142,500 $64,500 $113,500 $109,500

    Reductions To Credit Line $0 $0 $0 $0 $0

    Reductions To Capital Equipment Leas $0 $0 $0 $0 $0

    Reductions To Long Term Debt $0 $0 $0 $0 $0Total Uses $70,328 $846,093 $579,981 $846,657 $934,603

    CHANGES IN CASH $291,876 ($301,980) $1,398,867 $1,948,280 $2,939,148

    ENDING CASH $306,095 $4,115 $1,402,982 $3,351,261 $6,290,409

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    9.0 Marketing Plan

    Initial marketing will be focused in the following areas:

    1. Demand generation2. Resale partner recruitment

    Both areas will be approached with a singular goalRevenue Generation. There will belittle direct expenditure on branding or corporate identity. These will occur as secondaryresults of the overall marketing efforts.

    Demand generation will be focused in two target segments of the LAN community. The twosegments are medium and large sized business. To efficiently reach the target communitythe following vehicles will be usedPR, trade events, corporate web site, web events,direct marketing and co-marketing with partners.

    9.1 Press Relations

    ProductivityNet has achieved early success with press based on the entrepreneurial appeal ofits founders, their early success and their ties to Rensselaer Polytechnic Institute and thewinning of the Lucent TechnologiesRensselaer Business Plan Competition. For the initiallaunch phase this appeal may be leveraged to some extent to initiate contacts, but the focuswill be directed toward success stories of current users and the material benefits that haveexperienced using ActiveManage. ProductivityNet is developing relationships with industryanalysts, some of whom have expressed early enthusiasm. A formal press relations andproduct evaluation process has been launched.

    9.2 Trade Events

    Displaying and presenting at networking and computer trade events individually and/or withstrategic partners will be utilized to perform live product demonstrations and educate thebroad marketplace.

    9.3 Corporate Web Site

    A new version ofproductivitynet.comlaunched in April 2002. The site contains productinformation, corporate background material and calls to action. All marketing activity willreference the site, which contains a prospect contact collection mechanism.

    9.4 Web Events

    Utilizing web conferencing software, virtual seminars will be offered on a regular basis.These events will be promoted via direct marketing and at the ProductivityNet website.These live events will be customer benefit oriented will be combined with a call to actionand follow-up e-mail marketing campaign. The format is planned to include an introductionto our technology, a product demonstration, and a live testimonial from a customer and a

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    ProductivityNet reseller. This format will serve to both educate our target audience as well asgenerate revenue.

    9.5 Online Search Engines

    Our target market is technology- and Web-savvy. Most of them are IT professionals whohold various Microsoft certifications. Tests are being considered with targeted search enginebanners. For example: Internet users who search for network management using theGoogle search engine would see an ActiveManage link.

    9.6 Professional Organization Marketing

    Many regional and national network administration groups exist to help educate theirmembers and provide opportunities for professional networking. ProductivityNet istargeting these groups with presentations on ActiveManage and its benefits.

    9.7 Print advertising

    Initially, print advertising will not be used due to prohibitive cost requirements necessary tocreate enough impressions on readers to generate action. For market education, the abovevehicles will be utilized.

    9.8 Cooperative Marketing

    Cooperative marketing with targeted strategic partners is being pursued as a cost effectivevehicle. Currently Sun Microsystems is the most likely candidate for joint programs.

    9.9 Customer and Prospect Management

    All suspects, prospects, and customers generated will be tracked and managed in thecorporate CRM database. Ongoing direct marketing will be utilized to build and furtherdevelop the relationship with all contacts and customers. In addition, responsibility for eachrecord will be assigned to a sales channel and a specific sales person or group.ProductivityNet will manage its channels to predefined performance metrics based upon thedistribution of prospects.

    9.10 Resale Partner Recruitment

    In tandem with end user marketing, a partner/reseller recruitment program is beinglaunched to recruit resale partners. Resale partners are planned as the dominant channel of

    sale during the first 1218 months following the release of ActiveManage and will likelyremain as the dominant channel. Our target market relies heavily on the services and adviceof resellers for their network product selection, installation and maintenance.

    ProductivityNet has a unique advantage in attracting the interest of resellers becauseActiveManage provides both a source of add on revenue and a tool that resellers willthemselves be interested in implementing to improve service and uptime for their clients. An

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    additional benefit exists in that utilizing ActiveManage brings the reseller one step closer tobeing able to provide a complete outsourced network management solution for their clients.

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    10.0 Key Milestones

    Quarter 12002

    Beta of Product

    Marketing Collateral Development Building of Sales Leads

    Quarter 22002

    First Customer Shipment of Version 2.0 Product Launch of V2.0 ActiveManage Convert Beta Customer to Sales Launch of Marketing Efforts Build Initial Sales Force and Channel

    Quarter 32002

    V2.1 ActiveManage Launch

    Demand Generation Continue Building Sales ForceHire Sales VP Definition of ActiveManage Next Generation Recruit Support Team Add Router Support

    Quarter 42002

    Launch SDK Build VAR Channel Add to Sales Team Add to Support Team Launch Version 2.2 ActiveManageQuarter 12003 Launch ActiveManage Next Generation Ramp Sales and Marketing Sign OEM for WIP Sign ActiveManage xSP partner

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    11.0 Appendix

    A. Customer Whitepaper

    B. Competitive Analysis

    C. Financials