Consultant Introduction to Grahall, LLC

1. Consultant Introduction to Grahall, LLC An Overview and Depiction of Grahall’s Management System Confidential & Proprietary – Do not Copy or Distribute Without Consent from Grahall, LLC

2. THE GRAHALL CONCEPT ABOUT GRAHALL 2010 MARKETING PLAN MEMBER BENEFITS MANAGEMENT PROCESS FINANCIALS Section I. The Grahall Concept

3. Welcome to Grahall Thank you for your interest in Grahall. We understand you wish to learn more about our firm. We started the firm as an answer to the desires of a few consultants to have a place where, based on their experience, they would be allowed to practice their trade without the issues associated with large consulting organizations. We simply wanted to choose our own clients, associates, analytical methodologies, work schedules, and have a place we were also free to follow our intellectual interests. In addition we felt strongly that each of us should benefit from our own efforts, and the mutually agreed upon efforts of our fellow consultants. The organization is designed to assist the consultants in acquiring and creating intellectual capital and delivering it to the client market through many diverse channels (one of which is a website second to few). In addition, we have designed a “turbo charging” system of value adding entities that can multiply each consultant’s value by turning his or her contributions and insights into articles, presentations, white papers, training programs, online calculators, tools or solutions, and even investment insights for better investment decisions. Most importantly, when it is time to leave Grahall (and we don’t think it is for everyone) please leave with our blessing and with your clients and the value you have built up within your own enterprise. Since it is yours (as there are no employment contracts or non-competes), you may leave to set up and serve your clients as you see fit. You may even choose to sell your enterprise to someone else in Grahall. In addition to the “multiplication effect” of the organization (Omnimedia, Investment Services, the Learning Institute, and Online Solutions)we all hoped for a an environment where high ideals and mutual benefits accrue to those capable of solving the human capital issues inside today’s organizations. As one of our founders once said “we solve complex problems, with no obvious answers, of great consequence to our clients in short periods of time.” Lastly, we all believed that the critical element in the consulting system was, in fact, the consultant, not management or managers, and in particular not the bureaucrats. Of course, as one of our other founders was fond of saying, “we can either work just as hard and make three times the money, or one third as hard and make the same amount of money, and either of those two alternatives is fine with me!” Grahall is unique. We are only three years old, but the average experience of our over 40 person consulting partners staff is 24 years. We have only one focus in our organization and that is to provide advice and counsel to our clients. While other organizations say this, we guarantee it. All of our consultants carry the title Consultant and all of our support staff are outsourced. We therefore are completely focused on our clients’ needs.   We feel our experience has given us the opportunity to really listen to our clients and not be “boxed in” by certain products or processes. Our strength is our team which we have outlined in the section attributed to team profiles.  We look fondly on the past many years in the consulting industry, the last three years as our own firm, and we look forward with great expectations and excitement. We also look forward to our discussions with you. Michael GrahamDirect +1 917-453-4341michael.graham@grahall.comGrahall, LLC845 Third Avenue, 6th FloorNew York, NY 10022Telephone: +1 (646) 290-5129Fax: +1 (646) 290-5001Online: www.grahall.com

4. About Grahall GRAHALL IS A TOTAL HUMAN CAPITAL FIRM We are a diversified human resources firm founded on a deep appreciation of the impact of human capital on organizational success. With a heritage in total reward strategy including executive and employee compensation, benefits, assessment, recruiting, coaching and change management, our mission is to help make our clients successful. OUR BUSINESS UNITS Grahall Data Acquisition Services Grahall Survey Services Grahall Research Institute Grahall Regulatory Services Grahall Consulting Partners Grahall HR Workforce Solutions Grahall HR Temps Grahall HR Job Board Grahall Online Solutions Grahall Omnimedia Center Grahall Learning Institute Grahall Investment Services Grahall Properties OUR SERVICE AREAS Total Human Capital Strategy Total Rewards Strategy Employee Relations Organization Design & Development Talent Management & Staffing Special Services OUR VISION We work with our user/clients to create value, and all aspects of our firm will support this vision. We are and will continue to be a singularly focused organization that deploys its resources effectively to create great value for our clients. OUR PRACTICE AREAS Stakeholder Level Practice Industry Sector Practice Organization Stage Practice Organization Event Practice OUR LEADERSHIP Each consultant is a leader. Consultants lead client assignments, analytical efforts, research, and most importantly their own enterprise. For this reason, we devote particular attention to selecting individuals that possess the right mix of experience, technical skills, industry knowledge and personal commitment to ensure the experience for each consultant is effective.

5. Inside Grahall MEMBER BENEFITS Grahall provides a support staff so each consultant can focus on consulting and creating value in their enterprise. Information Technology Support – An entire web based system with 24 hour technical support. Legal Staff – A law firm familiar with the issues of professional service firms in general and Grahall in particular. Accounting and Tax – An accounting firm that will take care of all invoicing, accounts receivable, accounts payable, record keeping and taxes. Marketing and Advertising – A group of individuals that will assist in creating and executing campaigns. HR Services – A team of individuals that will help you select individuals, provide benefits (health & welfare, disability, death, 401(k) and retirement) plans. Administrative Support – Office rentals (Regus), travel agency, conference call lines, webcam capabilities, blogging, and many more. GRAHALL IS RUN FOR CONSULTANTS BY CONSULTANTS There are no paid management positions inside Grahall. (No individuals that are purely management – whose last time consulting is a fond memory or in fact ancient history). Each person with a coordinating responsibility is a practicing consultant. Meetings or more likely web conferences are for “go” not “show.” COMPENSATION OPPORTUNITIES Generally, consultants keep all the fruits of their labor with a few exceptions. Those exceptions are for the purpose of encouraging lead exchange among Grahall consultants. The standard fee for leads is 20% of the first year’s revenues which goes to the individual or entity that generated the lead. The Grahall store also charges 20% commission. PRICING MODELS Each consultant determines their own pricing and profit models. Grahall is not a discount service and we encourage consultants to price consistent with our direct premium competition. OUR INFRASTRUCTURE We run meetings for individual consultants once per month for the first 6 months of membership, Since the entire system is sophisticated, we wish to help each consultant optimize their experience. We run additional coordinating meetings for the organization as necessary. GOVERNANCE PROCEDURES Governance is a “mix of methods” resulting in the unique “Grahall Madness”. Somewhere between the best of King Arthurs round table (governance by consensus) , the American democracy (federal and state’s rights), and gorilla warfare. We like to think about it as advanced management and not for the weak of heart or mind. OTHER BENEFITS Comradeship, self determination, and a platform to share leads and solve clients problems. Think of Grahall as a “Space Ship Trading Platform” with very few firm rules.

6. Inside Grahall

7. Inside Grahall Intellectual Capital Creation Units Consulting Partners Units Grahall Data Services.Engages in the identification of high quality databases that can be purchased from vendors and utilized by our consultants and clients to create intellectual capital and/or solve human capital related problems. Grahall Survey Services. Engages in substantive survey projects regarding critical business, human resource, and investment issues to help clients establish, refine, and improve their business, compensation and investment practices. Grahall Research Institute. Conducts in-depth research in an effort to maintain a digital library of resources. These resources are available to assist clients with their research needs and to support Grahall’s regulatory, consulting, investment, staffing, training and publishing efforts with relevant market research. Grahall Regulatory Services. Provides clients with insightful legal, accounting, tax, actuarial and similar technical services, directly to clients or in conjunction with other Grahall business units. Grahall Consulting Partners. Provides market leading total human capital (total rewards, organization development, talent management, recruiting, and employee relations). Our methodologies are targeted to better align clients’ business and people strategies with comprehensive people strategies through the use of advanced proprietary solutions including concepts, processes, diagnostic and analytical tools, research, and statistical and other analysis. Grahall HR Temps. Provides a reliable and flexible source of human resources (compensation, benefits, organization, talent management, and employee relations contract professionals to help our clients develop and administer effective human capital programs. Grahall Job Board.Provides a central place where individuals in the human capital business can go to look for employment opportunities and where employers can find high quality fully screened individuals to work for them on part-time or full time basis.

8. Inside Grahall Value Multipliers Distribution Channels Grahall Omni Media Center. Manages the flow of Grahall’s intellectual capital to our clients/users via the Grahall Store through the publication of research reports, books, articles, press releases, investor alerts, presentations, and other mediums. Grahall Learning Institute. Provides advanced Human Capital learning experiences to directors, executives, and senior human resource professionals interested in expanding their total human capital knowledge beyond the scope of introductory or intermediate courses. Grahall Investment Services. A unique and independent investment company, provides human capital research, portfolio design, and investment funds for institutional, high net worth and individual investors. Grahall Online Solutions. A distinctive suite of web-based rewards tools targeted to human resource professionals, executives, and directors. These tools assist the user in obtaining, calculating, and analyzing the information necessary to execute key business, people, and reward strategy work. Grahall Properties. A conference and training center used by Grahall consultants, partners, and client/users seeking to create or exchange significant insights and to identify and resolve current issues affecting their respective businesses. Regulated Relations 1:1. This channel is the most singular, since most consulting by actuaries, lawyers, accountants (CPA’s), tax specialists (LLM-Tax) are heavily dependant on the “facts and circumstances.” Consultant 1:10.This channel consists of a single consultant working with a portfolio of approximately ten clients. These clients typically make up the core of their practice. It is likely that there will be additional clients during a year but these clients will be the long-term relationship clients. Locations 1:100.This is the channel that aggregates consultants in a small geographic location, generally a city. In Grahall we have identified 50 cities in the United States with populations that are significant enough to support a Grahall Consulting Partners Unit. Regions 1:1000.This is the channel that groups together several cities into a regional grouping. This channel level makes sense when it comes to coordinating with regional entities like associations. Website 1:10,000.This channel is for mass markets and represents the number of individuals we hope to get to visit the website monthly. This channel is the least focused yet most surgical.

9. THE GRAHALL CONCEPT ABOUT GRAHALL 2010 MARKETING PLAN MEMBER BENEFITS MANAGEMENT PROCESS FINANCIALS Section II. About Grahall

10. About Grahall Our Total Human Capital Philosophy A Total Human Capital Conceptual Model is an approach for determining the optimal allocation of all people resources that power the execution of an organization’s business strategy. The development of a Total Human Capital Model ensures that all the individual program elements reinforce behaviors the organization values and energizes executives and employees in a way that ties them to organizational results through individual, team, and organization performance. The Grahall Total Human Capital Conceptual Model below depicts our comprehensive approach to the design and implementation process:

11. About Grahall Our Total Human Capital Philosophy • Our Environment. We (Grahall) and our clients find ourselves in an unprecedented time. As an author once said “may you live in interesting times”. We guess that many of our clients are feeling that this environment is all one could ask for when it comes to “interesting”. • On every front (world economic recession, government interjection into business, the public’s outrage over compensation levels, the failure of our regulators, union activism, etc.) we face these “interesting” times at a level that may have few historical comparisons. • It may be that what many of us have said for years is finally becoming clear, nearly everything is related. Today’s macro environment consists of the following: • Not only will the government probably pass some of the most far reaching (some would argue overreaching) changes to the American industry regulatory system but the government will also attempt to once again interject itself into the compensation world with a renewed vigor and with the backing of a population of angry voters. • The public is rightly angry and upset with the financial system and the behavior of many of the financial institutions that have needed taxpayer assistance only to turnaround and limit loans to business. • Business has contracted and the effect has been felt in every city and state in the country. • Grahall’s own micro environment is also in turmoil. At our roots we are a consulting firm that has been traditionally retained to work with the Board of Directors and or management in an effort to make their organizations more effective. Our competitors are still in a state of denial when it comes to the conflicts of interest that come about when the financial interests of consulting firms overshadow other more important stakeholder interests. • We project that this environment will become ever more turbulent in the future. What will never happen at Grahall is the direction of all of our efforts in any way other than toward the success of our clients in an un-conflicted manner. • Key Stakeholders. We truly hope to become known by the stakeholder “company we keep” and the value we provide to all of our stakeholders. We at Grahall recognize obligations to the following stakeholders: • Our Customers, Clients, and Users – You deserve our complete and uncompromising efforts to make you successful and we will do whatever it takes to accomplish what success. • Our Partners – We deliver our services only with the assistance and partnership of many individuals and organizations. We will endeavor to fulfill the expectation that we work in true partnership with you and your stakeholders in an honest and forthright manner to the goal of mutual success. • Our Employees – We expect a great deal from our employees (maybe more than any firm in our industry). In return we will assist you in every way possible to increase your individual value and give you a sense of accomplishment at the end of the day in direct proportion to the contribution you make to clients and our firm. • Our Suppliers – We gain great value from our various suppliers. We will create an organization that builds mutually beneficial long term relationships that will stand the test of time with individuals and organizations that provide us with enabling value. • Owners – Those individuals and organizations that invested in our organization should expect to be well rewarded over the long-term.

12. About Grahall Our Total Human Capital Philosophy Our Vision. (where we are going ) Create value for client/users through the work we perform. How We See It We work with our user/clients to create value, and all aspects of our firm will support this vision. We are and will continue to be a singularly focused organization that deploys its resources effectively to create great value for our clients. Our Mission. Our Mission (what we do) Expand our client/users effectiveness. How We See It Effectiveness is how we measure success in value creation. Our standard requires that every output we deliver has measurable positive impact on our client/users organization. Our Values. (our underlying beliefs): We work exclusively for our client/users. We will unconditionally decline assignments that create a conflict of interest. We communicate honestly and directly with our client/users. We value diversity of people, ideas, processes, and solutions

13. About Grahall Our Total Human Capital Philosophy Our Business Strategy. Our business strategy is relatively straightforward if not simple. We intend to provide services to a range of clients and users through multiple channels (in-person, in-mass, over the web, etc.) that make those users more successful. Our expertise domain will be on the value exchange between organizations and individuals. We expect to be able to provide an organization people strategy (structure, processes, and culture) that optimizes the contributions and intellectual capital of individuals associated with our firm and thereby creates unprecedented value for them. Our Organization Capabilities & People Strategy. Our business strategy is our people strategy and vice versa. We will be the place in the industry for experts in the advisory services profession consistent with our business knowledge domain. We expect to be able to provide an organization model and people strategy (structure, processes, and culture) that optimizes the contributions and intellectual capital of individuals associated with our firm and thereby create unprecedented value for them and their clients and stakeholders. Our business and people strategy models are designed to attract the top decile consultants and top percentile consulting partners. We expect individuals to come to Grahall when it makes sense for them and for the organization, to contribute in a way that fulfills them, and to leave when the relationship no longer works for either party. We are a virtual organization. Our infrastructure is completely outsourced. Only consultants are employees. There are no layers of non-consulting management. All of our management is decentralized to the consultant so that they can better serve their clients. There are no non-competes in Grahall. We all share in the creation and distribution of our intellectual capital and when an individual or team wishes to strike out on their own we will do everything possible to make them and their stakeholders successful.

14. About Grahall Our Structure (Practice Areas) • Stakeholder Level Practice. There are many stakeholders in today’s complex organizations. Each requires unique information, knowledge and solutions. We have organized practices for each of these needs, including but not limited to the following groups: • Investors Employees • Boards of Directors Associations • CEO’s Consultants • Executives Journalists • Human Resource Professionals Litigators • Sales Force Professionals • Industry Sector Practice. Industries are different. Our industry practices are designed to collect all of our information, people and consulting resources into a client focused area by specific industry. Our industry information, knowledge and solutions are second to few in the consulting profession. • Consumer Products Manufacturing • Energy & Natural Resources Pharmaceuticals • Entertainment Not For Profit • Financial Services Services • Healthcare Technology • Organization Stage Practice. Organizations pass through different stages or life cycles. What works at a start-up is unlikely to work in a mature organization. We have practices for start-ups, emerging, growth, mature, and challenged organizations. • Start up • Emerging • Growth • Mature • Challenged / Turnaround • Organization Event Practice. Organizations also are affected by specific events that have significant impacts on their effectiveness and future viability. We have experts and expertise specific to initial public offerings (IPO’s), mergers & acquisitions (M&A’s), subsidiary redeployment (spin-off’s, spin-out’s, split-off’s, and tracking stock) bankruptcies, and corporate reformations (LLC’s, LLP’s, leveraged buy-outs, management buy-outs, and subchapter S designations). • Bankruptcy • Mergers & Acquisitions • Initial Public Offerings (IPOs) • Ownership Transition

15. About Grahall Our Structure (Service Areas) • Human Capital Strategy. A Human Capital Strategy is a plan for managing and deploying an organization’s human resources in order to support its business objectives. It involves identifying key business drivers and internal and external factors that impact human capital planning by identifying and planning for the organization’s design, total rewards programs, and total employee relations policies. • Investors Effectiveness Reviews • Organization Capabilities and People Strategy • Workforce Strategy and Alignment • Board of Directors Effectiveness Reviews • Leadership Effectiveness Reviews • Sales Force Effectiveness • Human Resources Operational Effectiveness • Organization Effectiveness • Employee Engagement Reviews • Customer Satisfaction Reviews • Total Rewards Strategy. A Total Rewards Strategy is a plan for allocating all reward resources in a manner that drives the execution of an organization’s business strategy. The development of a Total Rewards Strategy, therefore, ensures that reward elements reinforce behaviors the organization values in a manner that energizes executives and employees in a way that ties rewards to organization results through individual, team, and organization performance. • Investors Review of Organization Rewards • Board of Directors Total Rewards • CEO & Executive Employment Agreements • Executive Total Rewards • Sales Compensation • Employee Total Rewards • Employee Relations. Developing a sense of employee commitment from today’s multi-dimensional workforce is a challenge that is centered in the policies that outline “the deal” between the organization and its employees. Beyond the compensation and benefits programs are the organization’s policies that capture and communicate the details of this relationship. We work with organizations to review and design employee relations policies that can make your organization an employer of choice, thereby making your organization more effective at a lower cost. • Employee Relations Policies Development • Organization Culture Studies • Compliance Audits & Regulatory Reviews • Employee Communications Programs • Organization Design & Development. Behind every great business strategy is an organization model that “gets it.” Too many of today’s organizations are better equipped to sustain themselves in yesterday’s competitive environment. Most are not prepared to take advantage of current technology and are holding on to organization designs of the past. Grahall consultants have the practical experience to assist companies in choosing an organizational model that drives business strategy now and in the future. • Board of Directors Governance Services Sales Operations Services • Organization Design Marketing Alignment w Sales • Organization Development Sales force Program Implement. • HR Transformation Position Analysis • Change Leadership & Management Job Documentation

16. About Grahall Our Structure (Service Areas) • Talent Management & Staffing. Because human capital management involves managing the entire employee lifecycle, companies must engage in talent management to strategically and deliberately attract, select, train, develop, promote, and move employees through the organization. It also incorporates how companies drive performance at the individual level (performance management). • Executive Search • Human Resources Department Workforce Staffing • Recruitment Process Design/Implementation • Leadership Assessment Services • Performance Management Design / Implementation • Employee Training & Development • Leadership Development Programs • Competency Modeling • Career Mapping • Succession Planning and Management • Coaching Services • Outplacement & Career Transition Services • Special Services. Grahall’s specialized services include expert litigation witnesses, automation of sales support systems, transaction advisory services, and training on subject matter expertise. Start up • Litigation/Expert Witness • Automation of Sales Support Systems • Transaction Advisory Services • Training on Subject Matter Expertise

17. About Grahall Our Process & Culture Grahall Organizational Process Knowledge Management – Knowledge will be created on a both a centralized (the Grahall Intellectual Capital Creation Unit) and decentralized (on Client assignments) basis and stored both in the Grahall Intranet and the Grahall website. Decision Making – Decisions specific to the entire organization will be made centrally (preferably by consensus) but if not by the Chief Executive of Grahall. Decisions not impacting other Grahall Units will be made by the business unit manager of the local Grahall Consulting Partners Unit Head. All decisions not specifically outlined as Grahall (federal) will remain with the local business units (states’ rights). Planning Allocation & Monitoring – A minimal amount of central planning necessary to support the marketing waves approach to the coordination of resources will be carried out at Grahall. Supervision – Employees will be supervised by their business unit lead. We do not expect to have to supervise senior consultants. Contacts and Communications – There will be a series of planned meetings (typically webcams) which will provide a minimal amount formal of communications. All other communications will be as required by the individual consultants. Management of Change – Each business unit is responsible for collecting information and distributing it to the rest of the organization. Grahall coordination points will assist in the interpretation and development of advantage taking changes in Grahall. Grahall Organization Culture Consulting Partners is designed to be a network culture, where communication flows as necessary and as each partner gets better at using the organization to provide value for their clients and themselves. Professional standards guides the majority of decisions consistent with the best interests of our clients. Intellectual Capital Creation is a process based culture designed to produce high quality data for multiple users to develop insights into the relationship between people and organizations. The Value Add Units (Omnimedia, On Line Solutions, Learning Institute, Investment Services, and Grahall Properties) are process based cultures business units since high quality will depend on repeatable processes effective for many unique individuals. The Support Functions(Administration, IT, Finance & Accounting, Legal, Marketing, and Human Resources) are functional or command and control cultures. Creativity is of low value and undesirable in these functions i.e. we don’t encourage creative accounting. Our Administration, IT, banking, legal, marketing and communications programs are built for effectiveness based on a low level of user sophistication and ease of execution.

18. About Grahall Our Human Capital Philosophy – You may practice whatever you wish but it should be about people and organizations The development of a Total Human Capital Strategy will establish the overall blueprint of how the organization will meet the people demands of the business strategy. Organization Development & Talent Management - Behind every great business strategy is an organization model that “gets it”. Too many of today’s organizations are better equipped to sustain themselves then to take advantage of the current facilitating technologies and organization designs of the future. When you are competing with yesterday’s organization designs and processes there is little chance of success in tomorrows competitive markets. In addition to the organization design, the talent management issues of the next decade will be the deciding factor between success and failure. We view talent management as a integral and integrated issue which is only “solvable” in context. Those contexts are the business strategy and the people strategy. Total Rewards – Grahall is a longtime pioneer in transforming compensation and benefit programs into performance-driven tools for increasing shareholder and organizational value. For over 20 years our partners have served clients as counsel to Compensation Committees and senior management. Total Relations – Beyond the compensation and benefits programs are the organizations policies that capture and communicate the details of this relationship. We work with organizations to review and design employee relations policies that can make your organization an employer of choice thereby making your organization more effective at a lower cost.

19. THE GRAHALL CONCEPT ABOUT GRAHALL 2010 MARKETING PLAN MEMBER BENEFITS MANAGEMENT PROCESS FINANCIALS Section III. 2010 Marketing Plan

20. The Grahall Marketing Wave Philosophy Grahall will finance and execute as many marketing waves as there are champions to deliver them. • One of the major benefits to belonging to Grahall is the assistance we provide in creating, financing, and executing marketing waves. Marketing waves are designed to create a surgical market presence for the firm, but more importantly for the consultant that identifies and develops the wave. Most waves begin with the intellectual capital creation portion of the Grahall Concept. • Conceptual Portion of the Marketing Wave – An individual consultant usually begins the process by conceiving of a subject area that needs exploration generally in the form of a survey or market event. • Flush Out Phase – A group of Grahall Consultants are selected to move the concept to reality. This generally will be for the purpose of creating a survey instrument and/or determining the correct number of sponsors, advertisers, and the methodology of execution. • Design Phase – The survey instrument and the project plan is developed to enlist the various members of Grahall Consulting. These are consultants that are willing to participate in the “7 touch” system which consists of four emails (one per week), two hard copy letters (weeks two and three) and a personal phone call (week four) in the effort to gain participation in the survey or research study. • Execution Phase – The survey instrument is put up on the web and the “7 touch” system is put into effect over the period of one month. The emails, letters, and calls (and/or in-person meetings) are carried out to gain participation and interest in the subject. • Report Development – A report is created and decisions on the marketing of the report are determined. The report can be delivered via the website, the company store, the Learning Institute,, a book, presentation, articles, whitepapers , or in-person by the local client relationship manager, or any combination of the above. • The objective is to gather information that is important to individual clients that can bring the consulting partners warm leads and the champions a level of market awareness. There can also be significant revenue opportunity as a result of the efforts to execute a marketing wave through some combination of the following: • Participants fees • Non-participant fees • Advertisers fees • Sponsors fees • Books, articles, white papers, reports • Conferences

21. 2010 Tactical Marketing Plan

22. THE GRAHALL CONCEPT ABOUT GRAHALL 2010 MARKETING PLAN MEMBER BENEFITS MANAGEMENT PROCESS FINANCIALS Section IV. Member Benefits

23. The Current Environment TOP CHALLENGES OF BEING ON YOUR OWN Access to Top Talent Cash Flow Marketing and Public Relations State and Federal Regulatory Compliance Keeping up with Technology Lead Generation Legal Support Accounting and Business Taxation Marketing and Advertising HR Services • While each of the teams is a standalone entity and it’s success depends on its management team (top individuals), and the members commitment to make it successful each will have the benefit of the Grahall Concept: • The Grahall name in the industry • The Grahall website benefits • An online set of solutions and tools • Access to experienced Grahall Consultants in the same and other service areas • An online set of website pages that allow the clients to connect over the web to the team and request the types of consultants that they could best utilize • A full set of business insurance policies • A full suite of support in each of the following areas: • Accounting/billing/banking • Legal • Human Resources • Information Technology • Rental offices • And much more… • A set of workforce management tools that allow the team to management the: • Clients (Request consultants, provide feedback, pay bills, track time, etc.) • Consultants (skills inventory, resume, background checks, interview storage, etc. • Webcam and conference calling system • Travel Consultants

24. Member Infrastructure ACCOUNTING / TAX SUPPORT Accounts Payable Accounts Receivable Billing General Accounting Tax Management Treasury and Risk Management Travel and Expense Accounting HUMAN RESOURCES Payroll Processing Access to Group Retirement Plans Access to Health & Welfare Plans Deduction Remittance Tax Payment and Filings Payroll Accounting Access to Pool of Candidates / Analysts SHARED VENDORS Travel Agency Technology Firm Human Resources Firm Accounting & Tax Firm Marketing Vendor Operational Support And Other Outsourced or Contracted Services TECHNOLOGY Strategy and Architecture Risk Management Services Disaster Recovery Security Services IT Procurement Telecommunications Website Email Marketing Data Storage Help Desk Desktop Management Network Setup & Maintenance MARKETING & SALES Branding Lead Generation Assisted Selling Direct Response Marketing Email Marketing Website Presence Online Store Social Networking Ability to “Ride the Wave” Distribute material through other offices OPERATIONAL SUPPORT Access to Regus Conference Centers Business Cards Assigned Conference Call Lines Assigned Online Conference Rooms Access to Grahall Intranet Grahall Email Support Vendor Selection Support And More…

25. About The Grahall Website and Grahall Store Our Website and Store Philosophy • Grahall currently provides a website and store which we hope over time will become the second most important source for leads and revenues after each consultant’s own lead and revenue generation. • One of the major structural benefits of belonging to Grahall is the assistance we provide in the form of a website second to few. We have spent considerable time and money developing our web presence. We are currently on our third version of the website which has grown to 1,500 largely interactive pages. We expect to have close to 5,000 pages by the end of the calendar year. The best way to understand the website is to spend time on it. • Plans for the Future – The majority of our plans surrounding or focused on the website consist of the following: • Website content will increase dramatically in the next few years until we reach upwards to 10,000 pages of information. Most of those additional pages will be in the store area. The store area will increase dramatically. • Website effectiveness will increase dramatically in the next few months as we have planned expenditures on each of the following areas: • A) Web presence August 2010 • B) Search Engine Optimization September 2010 • C) Web analytics October 2010 • D) Online Advertising and Pay per Click November 2010 • E) E-Mail Marketing December 2010 • F) Blogging, Webcasting, and Podcasting January 2011 • G) Social Media Marketing February 2011 • H) Mobile Marketing March 2011 • The schedule is subject to change; however, we believe that everyone in the organization shares the understanding of the opportunity the website provides for increasing the flow of leads and website based revenues to each consultant. • Current Performance – Through the use of Google analytics, we are currently outperforming similar websites by a very wide margin, as is shown on the following pages.

26. The Grahall Advantage – Our Website

27. The Grahall Advantage – Online Store

28. The Grahall Advantage – Web Statistics vs. Similar Sites

29. The Grahall Advantage – Web Statistics vs. Similar Sites

30. The Grahall Advantage – Web Statistics vs. Business Sites

31. The Grahall Advantage – Web Statistics vs. Business Sites

32. The Grahall Advantage – Web Statistics vs. HR Sites

33. The Grahall Advantage – Web Statistics vs. HR Sites

34. THE GRAHALL CONCEPT ABOUT GRAHALL 2010 MARKETING PLAN MEMBER BENEFITS MANAGEMENT PROCESS FINANCIALS Section V. Management Process

35. About The Grahall Management Process Our Management Processes Philosophy Grahall currently provides two management efforts: 1) administrivia and 2) consulting partners matters. Administrivia – Grahall has a complete suite of services which are managed by a Chief Executive and Chief Administrative Officer (CAO). It was our intention from the beginning to eliminate the need for consultants to spend anything but the minimal amount of time on administrivia. Most consultants believe correctly that administrative work is lost consulting time. Our current system consists of a family of outsourced vendors that provide services which are listed in another section of this document and can be best understood by a call to the CAO. Consulting Partners Matters – We believe in “Grahall Gestalt” (the whole is greater than the some of the parts). We also believe that the contribution of individual consulting partners should be guided by “enlightened self interest”. Each effort (marketing, web content, webcasts, book writing, reference/lead providing should only take place if the individual consultant sees a return on the investment for themselves. We have developed a series of web meetings to bring individual consultants together in a forum that will allow each to understand and determine for themselves which Grahall efforts make sense for them. Web meetings are outlined on the following pages. We intend for this management process to replace the prior process which served us well in the first 24 months of our history. However, we believe it needs to be replaced with a more formal yet flexible shared experience. Our choice of this process is to balance the needs of the few with the needs of the many. In this case (like Spock) the needs of the many outweigh the needs of the few. We are going to give this process a run of five months until the end of the current year at which time we will do a review of the process and make appropriate adjustments.

36. Meeting Calendar CONSULTANTS (1 PER MONTH) All Consultants Meeting – Objective – Provide an open platform for communications as a group of 50 consulting partners - Once per month on the first day of each month at 8pm – Standing Members 1) Michael Graham and All Consulting Partners One on One Consultant Meetings – Objective – Maximize new individual consultant use of Grahall - Once per month as determined by participants for up to 6 months SERVICE CLUSTERS (1 PER WEEK) Rewards Service Area – Objective – information exchange among rewards practitioners - Meeting every first Tuesday night at 8pm – Standing Members 1) Michael Graham, 2) Lead Rewards Services Consultants Organization Service Area (OD&TM) – Objective – information exchange among OD&TM practitioners - Meeting every second Tuesday night at 8pm – Standing Members 1) Michael Graham, 2) lead OD&TM Consultants Relations Service Area – Objective – information exchange among Employee Relations practitioners - Meeting every third Tuesday night at 8pm – Standing Members 1) Michael Graham, 2 Lead Relations Consultants Grahall Pyramid Heads – Objective – Execution of the Business Plan for Grahall Workforce Solutions - Meeting every fourth Tuesday night at 8 pm – Standing Members 1) Michael Graham, 2) Pate Steele, 3) Bill Byrnes VALUE MULTIPLIER MEETINGS (1 PER WEEK) Omnimedia – Objective – Editorial and Store management - Once every week Tuesday morning at 8:30 am – Standing Members 1) Michael Graham, 2) Eddie Kingston On Line Solutions – Objective – Management of Calculators, Tools, and Solution for On Line Solutions - Once every week Wednesday at 8:30 am – Standing Members 1) Michael Graham, 2) Pate Steele, 3) Sohier Hall Learning Institute – Objective – Management of Learning Institute - Once every week Thursday at 8:30 am – Standing Members 1) Michael Graham, 2) Pate Steele, 3) Arlene Brewster Investment Services – Objective – Management of Investment Services Business Unit - Once every week Friday at 8:30 am – Standing Members 1) Michael Graham, 2) Tony Miceli Properties – Objective – Management of Grahall Properties - Once every week Saturday at 8:30 pm – Standing Members 1) Michael Graham, 2) Elizabeth Hall INFRASTRUCTURE (MIXED) Administrivia Meeting – Objective – Minimize administrivia and maximize value to consultants - Once per week on Sunday night at 8pm – Standing Members 1) Michael Graham, 2) Pate Steele Web site Optimization and Administration – Objective – Optimize the website within fiscal restraints - Once per month on the last day of each month – Standing Members 1) Michael Graham, 2) Eddie Kingston, 3) Pate Steele

37. URL: http://grahall.na5.acrobat.com/grahall/Conference Number: +1 8773815610 Conference Code: 4885250316 Meeting Calendar (Fall 2010)

38. THE GRAHALL CONCEPT ABOUT GRAHALL 2010 MARKETING PLAN MEMBER BENEFITS MANAGEMENT PROCESS FINANCIALS Section VI. Financials

39. Compensation Opportunities • Consultant Fees – Each consultant can bill clients for the fees through Grahall. Cash is transferred within 24 hours of receipt of client bills. • Grahall Workforce Solutions Fees – Grahall has developed a business unit that allows for the part-time or full-time matching of clients and qualified individuals. Fees can be earned by running a Grahall HRTemps business unit. • Reference Fees – Each consultant receives 20% of the first years revenue from any client which they provided to another consultant in Grahall. • Grahall Store Collateral – Each consultant receives 80% of all attributable sales through the sale of materials of Grahall Store. • HR Temps - In addition to the hourly fees earned from client-based temporary assignments, HR Temps members may have additional opportunities to earn income by supporting other Grahall activities: • New consulting assignments for the Advisory unit (the advisory unit pays a 20% commission of first 12 months revenue). • Telephone and web-based support for the On Line Solutions unit (the On Line Solutions unit pays the hourly fee rate for Rewards Temps personnel). • Trainer/presenter for the Learning Institute (the Learning Institute unit pays the hourly fees for Rewards Temps personnel). • Article/blog content for OmniMedia (hourly fees). • Book authorship (profit percentages of the royalties will be awarded by the book team based on contribution). • Research Institute will pay for time spent on research reports (hourly basis or as a percentage of the revenues from the report). • While unusual is contemplated that certain key individuals will be eligible to receive net income shares in various Grahall Business Units.