Business Plan

myCFO

Business Plan

January 5, 2000

STARS0031068 Proprietary & Confidential

I. EXECUTIVE SUMMARY

myCFOis a unique professional financial services firm focused on providing comprehensive,tailored financial solutions for individuals in varying stages of wealth accumulation.

While myCFO’scurrent focus is dedicated to the $5 million and above high net worth (HNW)market in the United States, the companywill also extend its services in the near term serve other markets both internationally and in the U.S.

Primary Market: U.S. high net worth households with $5 million and above

HNhouseholds with $5 million or more in net worth spend an average of $145,000 per year per household on financial services, and comprise the most demandingand financially complexmarket for myCFO.Typically, these households use a variety of advisors for tax planning, investment planning, and wealth management.Additionally, these households also employpersonal staffs, whichmight include bookkeepers,drivers, nannies or pilots, all of whom need to be managed.As a result, HNWindividuals face a complicated, time intensive integration process to managetheir total financial situation, and ultimately are liable if anything goes wrong.

myCFOcurrently provides an unsurpassed service offering to this segment by combining personalized financial counseling with state-of-the-art, Internet technology(the Online Service Offering). Each client has a single point of contact with a Client Service Director whoprovides a core offering of tax services, including individual tax consulting, tax planning, complianceand accountingservices. In addition, the Client Service Director provides a single point of contact for a full suite of specialty services, whichare providedthrough Specialty Directors with in- depth knowledgeon specific areas. Throughthe Online Service Offering, the client’s entire team of advisors has unprecedentedaccess to the client’s real time financial position, with supplementalaccounting reports and information, freeing up moretime to dedicate to financial and tax planning. Additionally, myCFO’sadvanced bill paymentservices are designed for multiple users, client entities and accounts, and are integrated with tax classification and preparation, whichsignificantly reduces the administrative burden at "tax time."

Other Markets

1. Interndtional. As attractive as the U.S. market for HNWindividuals is, it represents less than 30%of wealth worldwide.Additionally, the international markets are experiencing a dramatic increase in the numberof newly wealthy individuals. For examplein Europe, only about 1/3 of the total wealth marketof $142 billion is inherited. The rest was generated through Initial Public Offerings (40%), sales of private businesses (10%), and high annual incomesof least $500 thousand per year (15%) (VIP Forum1996). myCFOsees an opportunity to provide the rest of the world with the sameleading edge services it provides in the U.S.

2. Mass Market of Affluent Individuals (MMADThere are 6 million households with a net worth of $1-$5 million (including all assets except personal residence), growingat 2’0% annually. There are an additional 35 million "emergingaffluent" householdswith a net ’,worth of between $100 thousand and $1 million. The service market that provides tax planning and myCFOBusiness Plan 2 1/5/00

STARS0031069 Proprietary & Confidential preparation services to these "emergingaffluent" is fragmented,and lacks true marketleaders. Generally, individuals in these householdseither end up being very involved in the preparation of their taxes, or they delegate the process to the sameaccountant they had before they were wealthy, myCFOsees a significant opportunity to serve the unmet needs in this market. For households with $1-$5 million, myCFO will provide the Online Service Offering and a Client Service professional to prepare tax returns, handle estate planning and respond to specific questions on topics such as establishing trusts for multiple entities or defining a residence strategy that minimizeslocal taxes. For households with $100 thousand to $1 million, myCFO will offer an online subscription service, whichwill provide even the mostpurely self-reliant client with self-service tax preparation products, advancedbill paymentservices linked to tax preparation, and access to expert advisors through online Q&Aforums and chat rooms. Additionally, these clients will have the option to select a client service packageto receive personal myCFOadvisory services. myCFOStrategy

There are four aspects of myCFO’sstrategy that makeit an unparalleled offering:

1. Comprehensiveapproach, managingthe complete financial life of myCFOclients.

2. World-classfinancial advisors, including manyof the best HNWtax and accounting professionals in the country, most being seasonedpartners from the Big 5 professional services firms.

3. Unbiasedadvice, giving clients best-of-breed, independent solutions. Froma foundation based on individual tax and accounting, myCFOhelps clients by providing the best solutions across a variety of needs, including: o. Estate and Trust Planning, Managementand Advisory Services ¯ Philanthropy Planning, Managementand Advisory Services ¯ Tax and Investment Packaged Solutions ¯ Investment Planning, Managementand Advisory Services ¯ Insurance Planning, Managementand Advisory Services

4. Online Service Offering, a web-enabled,online consolidation of all financial activities across institutions, including a client’s assets, liabilities, income,expenses and taxes, myCFO automates the process of accounting, bookkeeping,bill paymentand taxes, thereby eliminating paperwork,saving time, and providing unsurpassedaccuracy and quality for its clients.

II. MARKET SIZE AND GROWTH

myCFO’sclient strategy is to provide a total financial solution for the following markets: ¯ HNWhouseholds, usually with a net worth between $5 million and $1+ billion ¯ The MMAI,usually with a net worth between $1 million and $5 million ¯ The emerging MMAI,usually with a net worth between $I00 thousand and $1 million

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Current Market Size

Top 1% ¯ v/^ Top 2-10% 9% 49%

90°1o Rest 34%

17%

% U.S. Households % U.S. Wealth

The HNWmarket is significantly large and growing. Roughly1% of all households control nearly half of the wealth in the U.S., and 10%of the country controls over 80%. According to the SpectremGroup’s 1998 survey, and confirmed by PSI, Cerulli and the Advisory Board, over 400,000 households have investible assets of over $5 million, and 3,000 households have over $100 million in net worth. Between1998 and 2000, approximately 65,000 new households are expected to reach the $5 million and above net worth level (based on estimates from PSI and the Advisory Board).

ra6M Households Between$1- 4.9M ¯ 307K Households Between$5- 9.9M I:]110K Households over $10M

In the MMAImarket, nearly 7 million U.S. households have over $1 million in investible assets (including 401Kand all assets, excluding personal residence), and according to Spectrem, this population is growingby 26.4%annually. By focusing at the high end of the market, myCFOhas the opportunity to represent the vast majority of all wealth in the U.S., while simultaneously reaching an underserved market.

According to data from Federal Reserve Board’s Survey of ConsumerFinance and Spectrem, there also exist approximately 35 million households with a net worth between $100

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STARS0031071 Proprietary & Confiden!ial thousand and $1 million. And, according to PSI and the Advisory Board, the numberof affluent Americanhouseholds is expected to grow by 25%between 1998 and 2000.

The Spectrem Group also projects that HNhouseholds spend over $195 billion on financial services each year. Withinthis population, householdswith $5+ million in investible assets (excluding 401Kand personal residences) each spend about $145 thousand per year financial services, while householdswith $1+ million in investible assets (excluding personal residences) each spend roughly $33 thousand per year.

Market Growth ProjectedPopulation Growth by Net Worth (1992-2000ECAGR)

17%

11%

USPopulation Net Worth Net Worth $500K+ $1MM+

myCFOis positioned to serve a rapidly growingclient base. The U.S. is in the midst of the longest, largest bull marketin history. In 1998alone, $2 trillion was generated in transactions, such as IPOs and M&As.From November 1994 to November1999, the value of the U.S. markets has increased by $10 trillion, with approximately40% of this wealth held by individual investors (CNNfnDecember 1999). The numberof millionaires has more than doubled since the start of the 1990s, reaching 7.9 million in 1998 (SpectremGroup 1999).

Going forward, the numberof millionaires is expected to increase 400%,from 5 million to 20 million between 1998 and 2008 (Forbes 1999).

Anenormous amount of wealth will transfer between U.S. generations in the near future, including approximately$15 trillion that will change hands over the next ten years. According

Numberof Households Value of Expected with Final Estates Wealth Transfer 1998 - 2017 25.8 million $11.6 trillion 20 Years 1998 - 2052 87.8 million $40.6trillion 55 Years

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STARS0031072 Proprietary &Confidential to Havensand Schervish (10/19/99) of BostonCollege’s Social Welfare Research Institute, "over the 55 year period from 1998 to 2052, the wealth transfer will be $41 trillion, and maywell reach double or triple that amount."

III. THE DIFFERENT NEEDS OF THE "EMERGING WEALTHY"

The needs of the "emergingwealthy" are very different from those of the wealthy before them. While"old money"tends to use a single, expensive, labor-intensive general service provider, the newly wealthy are more financially complex,are younger and moreactive, and expect the best from technology. As these trends continue to define the HNWand MMAI markets, myCFOwill emergeas the leading financial firm to serve their needs.

1. Increasing complexity. The emerging wealthy are more demanding, making and spending more moneythan ever before, and creating an unprecedented level of complexity in their financial lives. Theymay have a second house, a boat, an airplane, or a vineyard, in addition to their primary residence. Eachof these entities has cash flow, control and tax requirements. In addition, they likely have accounts with a variety of financial service institutions. According to Moneymagazine, even the average Americannow uses 15 banking and investment "products"--checking, credit cards, mortgage, mutual funds, life insurance etc.--from five different providers, resulting in a highly time-intensive task to managetheir financial affairs.

Active Mana,ement Implications

eIncreasing complexity of @ financial dealings Multiple Best-in- Single Class Provider Providers OIncreasing amountof time & money spent on management

Olncreasing demandfor technology Passive Delegation

Dueto this level of complexityin their financial lives, these individuals spend an inordinate amountof time on administrative tasks, such as aggregating financial statements, gathering informationfor their accountantto prepare tax filings, monitoringthe activities and performanceof their financial service providers and personal staff, and researching new advisors for trust planning, mortgagelending advice, insurance, etc. They are also very concernedabout whetherthey’re getting the best advice given their changingneeds. Yet they have no place to turn for sophisticated and unbiased evaluations and mentorship. Andmost do not have asingle, trusted advisor looking at the big picture and helping to evaluate and coordinate services across all aspects of their financial lives. Theyneed someoneto bring together such disparate issues as tax planning, investments, managementof options, buying a primary or vacation homeand myCFOBusiness Plan 6 1/5/00

STARS0031073 Proprietary & Confidential securing the financing, LLCstrategies, gifting to family members,charitable trusts and’ wealth transfer.

In the end, manyof these emergingwealthy find that their new wealth creates moreof a challenge than they expected, and that they spend manyprecious hours of their free time struggling with the demandingtask of managingtheir financial picture. For these individuals, there is no current solution that truly liberates them fromthe burdenof managingtheir wealth.

2. Younger, moreactively involved clients. Morethan half the individuals worth $5 million or more are 55 years of age or younger, according to the VIP Forum.These younger HNWindividuals are muchmore actively involved in managingtheir financial picture and, according to Bernstein Research, tend to employalmost twice as manyadvisors as their counterparts, age 60 and above. Accordingto analysts, including Forrester Research, only about 20%of Americaninvestors dependsolely on an advisor for all of their financial needs. The rest want morecontrol, either through a combinationof advisors and online services or through a purely online solution in whichthey conduct all transactions themselves. This trend indicates demandfor solutions that bring together "best-of-breed" solutions, offering clients an opportunity for greater involvementin managingtheir financial picture.

3. Increasing use of the Internet. Overthe past five years, the world has seen an explosive growth of communicationand transactions over the Internet. Lookingahead, International Data Corporation estimates that by the end of 2002 there will be 400 million people using the Internet worldwide,up from 142 million at the end of 1998. During this sameperiod, worldwidecommerce over the Internet will increase to $734 billion in 2002, from $50 billion in 1998.

Someof the key factors driving this growth include ease of access, anonymity,essentially free information and data exchange, limitless geographic boundaries, and greater convenience and privacy. And, as the technology adoption rate continues, companieshave begun offering morecomplex products and services online. For example, the first online financial service offerings included simple electronic banking transactions and inquiry. Today, one can purchase and trade stocks and mutual funds, get pre-approved and arrange for a mortgageloan, and shop and compareinsurance products across providers.

IV. THE mvCFO SOLUTION

myCFOprovides a comprehensivesolution that links together all of the financial services that the HNWindividual and MMAIrequire. By leveraging the trusted, unbiased position of a tax advisory professional, myCFOcan provide top quality advice across a variety of financial services needs. By combiningextensive expertise and unsurpassed client service with the power of the its Online Service Offering, myCFOenables each client to benefit from a personal relationship with the best professional advisors while gaining unparalleled online access to their complete, real-time financial information. The web-enabledOnline Service Offering provides a cutting-edge, integrated sei-vice modelthat includes: ¯ Immediateaccess at all times to secure data on myCFOclients’ total financial situation I

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¯ Online access for myCFOclients’ entire team of financial and legal advisors ¯ Unique, comprehensivereports on myCFOclients’ financial position ¯ Single point of access for newsand information pertaining to myCFOclients’ specific portfolio of broad financial holdings and tax situation

The Online Service Offering enables enhancedcommunication and tighter integration across all aspects of myCFOclients’ financial lives, providing the support necessary to make important financial decisions moreefficiently and intelligently.

Phase 1: Provide full myCFOservices to HNWhouseholds ($5 million - $1+ billion)

myCFO’shighest level of service consists of three components:

World-class HNWindividual tax and accounting services

As a first step in providing a total financial solution for HNhouseholds, myCFOhas developeda leading tax and accounting professional services practice for HNWindividuals. The strategy to lead with tax services as the cornerstoneis based on the fact that these advisors achieve the most intimate and trusted relationships with the HNWclients, and are most naturally at the center of long range financial planning. These"Client Service Directors" workwith their clients to define financial objectives, and then collaborate with the client and the client’s other advisors to execute a plan whichbest achieves these goals.

myCFOis quickly attracting manyof the most experienced and successful tax experts, each with 10-30 years of experience in the private client groups of the Big 5 professional services firms, HNWboutique firms and HNWlaw firms. Each Client Service Director is developing his or her ownpractice, serving HNWclients from myCFOregional offices across the country. Currently, myCFOexpects to have I0 offices in the U.S. by the end of 2000.

myCFObelieves most people have underestimated the significant impact that high quality tax services can have in protecting and building one’s asset base. For example,a recent study of the affluent by U.S. Trust indicates that "most affluent Americansunderestimated the rate at whichtheir estate will be taxes, citing an averageof 24%,while in reality, the range is more likely 37-55%."

Specialty services The second step in providing a total financial solution for HNWhouseholds is to offer comprehensivefinancial managementservices based on an integrated, 360-degree view of each client’s financial landscape. A dedicated Client Service Director managesthe client relationship and the client’s overall financial picture, and as appropriate, brings in Specialty Directors with deep subject matter expertise in the following areas: ¯ Estate & Trust Planning, Managementand Advisory Services; ¯ Tax and Investment Packaged Solutions; ¯ Philanthropy Planning, Managementand Advisory Services;

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¯ Investment Planning, Managementand Advisory Services; and ¯ Insurance Planning, Managementand Advisory Services

Online Service Offering

The final step of myCFO’stotal financial solution for HNhouseholds is to provide the client’s full financial picture online. Clients and their advisors will have confidential and secure access to the clients’ entire financial informationfor all client entities. Monthlyreports will be available by the end of Q1, 2000 and daily reports will be delivered during Q2/3, 2000. Online services will include:

Financial SummaryHome Page ¯ Balancesheet, including status of all assets, liabilities and investments,whether held personally, throughtrusts, or througha separate legal entity ¯ Cash flow statements for personal incomegenerating assets and entity related items ¯ Incomestatements, both personal and for each legal entity, trust, estate, etc.

Financial Center ¯ Expense management,including bill paymentwith advanced approval rules and classification of each bill to the applicable entity/category ¯ Investment managementto track all investments

Tax Center ¯ Summaryof the clients’ tax situation and applicable liabilities ¯ Tax planning module ¯ Integration with tax compliancesoftware

Message Center ¯ Confidential communicationbetween client and multiple advisors ¯ Proactive notification of financial matters needing client attention

News and Information ¯ Breakiiag financial and business news ¯ Stock quotes, charts and companyinformation ¯ Information and commentaryfrom financial experts on related topics ¯ Financial news, commentaryand information on key topics for myCFO’ssuite of services

Safety Deposit Box Center ¯ Estate plan documents ¯ Wills ¯ Trust documents

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¯ Insurance plan documents

Transactions Beyond 2000 ¯ Transactions via financial institutions ¯ myCFOmarketplace--aggregated financial and non-financial products that meet myCFOstandards for quality, performance and service

Pricing

Pricing for myCFOservices depends on the nature of the service. For HNhouseholds, myCFOcharges a retainer fee based on the client’s financial complexity and assets in exchange for the core services of basic tax planning, accounting and complianceservices, and for the Online Service Offering. Such fees generally start at $25,000per year.

Specialty Services are priced dependingon the type of service rendered, and are generally calculated using a basis point of assets or expected time requirementapproach.

Phase 2: Extend the myCFOsolution internationally

myCFOwill be able to replicate its core services and suite of specialty services internationally by coupling myCFO’sproprietary learning, expertise and technology with local knowledgeand relationships through strategic partnerships at the country level, myCFOis currently evaluating the opportunity in specific countries and the optimal approachfor global implementation.

The international market represents a large opportunity for myCFO,as 70%of the world’s wealth lies outside the U.S.

1996 WorldwideHNW Market = $17-20 trillion

Europe/ U.S. Middle East

Latin America Asia

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Phase 3: Extend the myCFOsolution to include new markets and new service offerings

myCFOsees limitless potential to further extend the myCFOsolution, both by broadeningthe range of affluent individuals served, and by offering additional value-added services, such as concierge advisory services, to the current client base.

Opportunityto serve the Mass Marketof Affluent Individuals

There is a large population of affluent householdswith less than $5 million in net worth whoseneeds are largely underserved. This population is growingquickly, at a projected 8% annual growth rate versus a 1%rate for the aggregate U.S. population growth. Accordingto Spectrem,these millionaires with less than $5 million in assets are spending$142 billion annually on financial services.

These clients have less complexfinancial holdings than HNWhouseholds and do not require the entire breadth or depth of myCFOservices. The profile of this group is also very diverse, with varying risk profiles, involvementin financial research and decision-making, willingness to use and pay for full service advisors, and comfort level with the Internet and technology.

myCFOplans to approach this expansion in two steps. First, myCFOwill target the 6 million households with $1-$5 million in net worth, whotend to be technologically oriented and whowelcome advice, but are also more hands-on in managingfinancial affairs. Second, myCFO will address the needs of the future millionaires, the 35 million householdswith $0.1-$1 million in net worth, whocan be served primarily through the Online Service Offering at a muchlower COSt.

1. Service offering for the $1-$5 million market. Within the $1-$5 million tier of wealth, clients maintain a high level of involvementin financial decision-making,with less interest in payingfor the highest-endservices (i.e., wouldfly first class, but less likely to charter a jet). address the needs of this market, myCFOwill present a special option, with a clearly defined professional service offering supplementedwith the complete Online Services Offering.

Clients will have online access to information and standardized advice, with limited call center support for more personal advice. Twicea year, a dedicated Client Services Professional will meet with the client, once to develop a financial plan and a secondtime to review their tax preparation. Additional services will be available through the pool of expert myCFOSpecialty Directors, offering planning and advice across all five specialty service areas, including estate and trust advisory, tax and investment packagedsolutions, philanthropy, investment planning, and insurance advisory.

Fees for this service would range from $250-$5000per year, and average $150 a month per household.

2. Service offering for the $0.1-$1 million marketand the self-directed affluent investor. Clients with lower levels of wealth are morelikely than their higher net worth counterparts to managetheir ownfinancial situation and prepare their owntaxes. However,households reaching $0.1-$1 million in net worth begin to experience a level of financial complexitythat

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STARS0031078 Proprietary & Confidential would best be managedby an experienced financial managerand high-caliber CPA.At the same time, these clients are not used to paying high premiumsfor these types of services.

To meet the needs of this broader market, myCFOwill provide a standardized, high quality offering that leverages its learning and experience, delivered primarily throughthe Online Services Offering. myCFOrevenues will come primarily from subscription fees and online advertising to this market. Thoseclients seeking morepersonalized, "high touch" services will have access to a range of individual fee for service options. And, as clients accumulate greater wealth and becomepart of the MMAIwith $1-$5 million, myCFOwill tailor this offering morepersonally to better meettheir needs.

By providing a menuof membershipoptions, myCFOclients may select the services they want, at the prices they are willing to pay. Basic service includes the Online Service Offering, as well as newsand information, stock quotes and charts, reference and tools, expert proprietary commentary,and communityservices, such as chat rooms and Q&A.The unique value of this service lies in the targeted advice and information provided by myCFO’steam of financial experts. Subscription fees for the basic service wouldaverage $17.50 per client per month, including advertising fees. Additionally, memberswill have the option to workdirectly with myCFOClient Service Consultants, both specialists and generalists through myCFOcall centers and regional offices.

Opportunityto broadenthe range of client services to include concierge advisory services

In addition to providing these individuals with financial services, myCFOrecognizes the demandfor a broad range of services traditionally provided only through a family office. Accordingto Financial Planning Magazine(01/00), "Advisers need to differentiate themselves, yet investing has becomecommoditized as clients have becomefamiliar with the process of asset allocation and mutual fund selection. For advisers whowant to add value, one approach is to serve as a wealth manager,offering a family office for clients." AndWired Magazine writes (September1999) that the first thing the rich of today do is "hire Jeeves...Time is their prime scarcity; so as wealth becomesmore common,time will be purchased by hiring personal services."

myCFOsees a broad opportunity to offer these types of services, such as:

¯ Asset purchasing: Managingthe whole process and related research with respect to large purchases, such as an airplane, a Picasso, or a homein Kona. myCFOwould handle the research, negotiation, financing, managementof legal issues, shipping/movingand insurance; everything except the actual decision of which home, painting or airplane to buy ¯ Education: Offering seminars on philanthropy, wealth transfer or economictrends. Also, wealth training for youngergenerations

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¯ Project management:Helping clients with special projects, such as determining the best country in whichto expatriate, building a philanthropic programor organizing a fund raiser on behalf of the client ¯ Staff management:Hiring, conducting background checks, and managingpersonal staff, such as pilots, maids, nannies, drivers and bodyguards ¯ Vacation and travel management:Chartering private planes, managingsecurity, privacy and homerental in foreign countries

V. COMPETITION

There are several categories of competitors vying for a share of client wallet in the HNW and MMAIspace, myCFObelieves that its primary focus on tax, accounting, bookkeeping and bill paymentfor financially complexindividuals, combiningthe best of client services and technology makesit unique in the marketplace. However,several players serve the same market, with varying degrees of success.

"Big 5" Professional Services Firms: Most of the Big 5 firms have Personal Financial Planning service lines. However,the primary focus for these firms is their corporate services, and not their individual planning services. In addition, the Big 5 are subject to significant SEC and internal accountingand auditing function restrictions that severely limit certain service offerings that are critical to a total financial solution for both the HNWindividuals and MMAI. Furthermore, because of their highly labor-intensive business models, substantial investments wouldbe required to develop the technological infrastructure necessary to competewith the level of service and speed of delivery offered by the myCFOsolution. To develop and implementthis type of service, these firms wouldhave to recruit a newpool of talent and makea significant financial investment.

FamilyOffices: There are currently 3,500 family offices located in the U.S., typically staffed with a CPA,a few bookkeepersand an administrator, and serving the very high end of the HNWmarket. Services not only include financially-oriented advisory services, but also highly personal services, such as coordination of in-homestaff, family education and travel. Theseoffices, while providing a high level of service and personalization, tend to be quite costly ($1+ million per year to run). Also, over time, it is difficult for the staff to stay on the cutting edge of financial and tax management.Without sophisticated software to help integrate all of the client’s complexfinancial dealings, the homeoffice staff spends significant time on coordination and administration, instead of on value-addedactivities, and the clients spend moretime monitoringstaff reliability and performance.These offices put the family in the position of "boss" rather than "client," requiring the family to hire and managethe family office staff even as the staff managesthe rest of the family’s employees.

Online Service Providers: myCFOwill competewith several alternative providers to serve the MMAImarket and potentially the HNWmarket as well. Currently, most of these companiesfocus on a narrowly defined need, such as information for research or cash transactions. If these competitors continue to add moreself-service offerings and/or tailored

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STARS0031080 Proprietary & Confidential advice, they maybecome a stronger presence in myCFO’starget market. These providers include:

¯ Online bankingservices, including traditional banks and Internet banks; ¯ Online newsand information sites offering finance, business and investing content, including portals, traditional publishers and proprietary newsand commentarysites; ¯ Online news and information sites offering tax information and advice, also including the basic tax information found on free general information sites; ¯ Companiesproviding tax preparation tools, including software packages, online access to tax software available through several website links; and tax estimator tools available on manypersonal finance websites; and ¯ Online matchingservices to connect individuals with the appropriate financial or tax advisor for their particular needs

The key difference between myCFO’soffering and these offerings is that myCFO combinestechnological innovation with world-class professional services.

Investment Firms: Certain investment firms provide professional client services for their HNWclient base. However, myCFOviews these services as a powerful complementto its own service offering. These firms provide high quality investment managementwith a core competencyin maximizingreturn on invested assets, myCFOleverages this capability by recommendingbest-in-class investment firms to its clients as an integral part of myCFO’s investment planning services. Furthermore, myCFOdifferentiates itself from investment firms by providing the entire breadth of specialty services for the HNW,by being independent and unbiased, by providing a high level of expertise, and by offering myCFO’struly unique and highly value-added Online Service Offering.

VI. MANAGEMENT

Art Shawis myCFO’sPresident and Chief Executive Officer. Prior to joining myCFO,his tenure at Charles Schwab& Co. included roles as Senior Vice President for electronic brokerage, and Senior Vice President for business strategy. Mr. Shawbuilt and led Schwab’sonline investing products and services, as well as launching www.schwab.com,leading to Schwab’srecognition as the leader in online brokerage services. Mr. Shawalso served as general managerof Schwab classic and technology solutions. His experience also includes positions with McKinsey& Co., the worldwideconsulting firm; the National Economicand Social DevelopmentBoard in Thailand; and Chase Manhattan Bank in NewYork. Mr. Shaw holds an ABin Mathematical Economicsfrom BrownUniversity and an MBAfrom Stanford University.

FrankTirelli is myCFO’sChief Operating Officer, professional services. Prior to joining myCFO,Mr. Tirelli spent more than two decades with Deloitte & Touche LLP, most recently as Regional ManagingPartner for Deloitte’s West Region. In this capacity, he supervised more than four thousandclient service professionals and over $650million in client billings. Mr. Tirelli served on Deloitte’s ManagementCommittee and was a memberof Deloitte’s Board of Directors. Mr. Tirelli is a memberof the AmericanInstitute of Certified Public Accountants,the myCFOBusiness Plan 14 1/5/00

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Connecticut Society of Certified Public Accountants, and the California Society of Ceriified Public Accountants. He holds a BS in Business Administration from Boston College arid an MBAfrom Babson College.

Harvey Armstrong is myCFO’sco-founder and the ManagingDirector of myCFO’sSilicon Valley Client Service Practice. Prior to joining myCFO,he was a Tax Partner at KPMG’sSilicon Valley personal financial planning practice. His clients represent a broad spectrum drawnfrom the technologyindustry, professional services, real estate developmentand construction, mortgagebanking and insurance brokerage industries. For over thirty (30) years, Mr. Armstrong has providedhis clients with a full range of financial services, including family and asset protection planning. He is a memberof the AmericanInstitute of Certified Public Accountants and the California Society of Certified Public Accountants. Mr. Armstrongholds a BSand an MSin accounting from San Jose State University.

Ed Sesek is myCFO’sVice President of engineering. Prior to joining myCFO,he was the VPof engineering at Actuate Software Corp., a makerof enterprise reporting software. Mr. Sesek has held a variety of engineering managementand software developmentpositions at both Silicon Graphics and Hewlett Packard. At SGI, he directed the development of the WebFORCEand MediaBaseserver products. He also was instrumental in leading the developmentand deployment of the Time Warner Full Service Network. He holds BS and MSdegrees in ComputerEngineering from the University of Michigan.

Andy Palay is myCFO’sChief Architect. Prior to joining myCFO,he served as chief scientist at Silicon Graphics, where he workedon operating systems, compilers, developmenttools, user environments, and the Internet. Previously, he led the user environmentteam for the Andrew Project, a joint Carnegie Mellon University-IBMproject to build a new campuscomputing environment. He also helped design HITECH,the first chess computerto achieve a Senior Master Chess rating. Mr. Palay holds a BS in ComputerScience and Mathfrom the University of Wisconsin and a PhDin ComputerScience from Carnegie Mellon University.

Vl. BOARDOF DIRECTORS

James Barksdale is the ManagingPartner at The Barksdale Group, a full service investment and advisory firm committedexclusively to growingleading Internet software and services start-ups. Jim is the former President and CEOof Netscape CommunicationsCorporations. His previous experience includes CEOof AT&TWireless Services and Executive Vice President and Chief Operating Officer with Federal Express Corporation. In addition to myCFO,Barksdale serves on the boards of America Online, FDXCorporation, Homegrocer,Sun Microsystems, Inc., Respond.corn, Robert MondaviCorporation, Liberate Technologies, and 3ComCorporation.

John Chambersis the CEOof Cisco Systems, a principal provider of networking solutions for the Internet. He serves as an advisor on presidential candidate GeorgeW. Bush’s Boardof Technologyand on the Boards of Directors of Clarify, Inc. and Arbor Software. Mr. Chambers holds a BA, a BS, and a JD from West Virginia University, as well as an MBAfrom Indiana University.

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STARS0031082 Proprietary & Confidential

Jim Clark is the founder and Chairmanof the Board of myCFO.Previously, he founded, Silicon Graphics, Inc., Netscape CommunicationsCorp., and the Healtheon Corporation. He is the author of Netscape Time: the Makingof the Billion-Dollar Start-Up that Tookon Microsoft, whichchronicles the rise of the Intemet and Netscape’s role in the changingface of business and communications.In addition to myCFO,Mr. Clark currently serves on the Board of Directors of Healtheon. He holds a BS and an MSin Physics from the University of NewOrleans and a PhD in ComputerScience from the University of Utah.

John Doerris a partner at Kleiner Perkins Caufield & Byers, a top-ranked venture capital firm, where he has sponsored investments in such companiesas Compaq,Cypress, Intuit, Macromedia,Lotus, Sun Microsystems,and Symantec. Prior to joining Kleiner Perkins, Mr. Doerr founded and acted as CEOof Silicon Compilers. In addition to myCFO,Mr. Doerr currently serves on the Boards of Directors of Intuit, Macromedia,Epicor, Homestore.com,Sun Microsystems, AcademicSystems, the Lightspan Partnership, and Amazon.com.He holds a BA and MAin Electrical Engineering from Rice University and an MBAfrom the Harvard Graduate School of Business Administration.

TomJermoluk is the Chairman and CEOof Excite@Home,a global media companyand leading provider of broadbandWeb services and open Intemet access via the cable infrastructure. Prior to joining Excite@Home,he served as president and CO0of Silicon Graphics, Inc, and as a project managerat Hewlett Packard and Bell Laboratories. In addition to myCFO,Mr. Jermoluk currently serves on the Boards of Directors of Forte Software, Inc. and the Healtheon Corporation. He holds a BS and a MSin computerscience from Virginia Tech.

Art Shawis myCFO’sPresident and Chief Executive Officer. (For more detail, see "management"section above)

Legal Counsel: Larry Sonsini is a partner and chairman of the executive committeefor Wilson Sonsini Goodrich& Rosati, a leader in technology- and Internet-related law services. Mr. Sonsini specializes in corporate law, securities, and mergersand acquisitions. His clients include Apple Computers, GoldmanSachs, Hewlett-Packard, MorganStanley, Netscape Communications,Packard Bell, Silicon Graphics, Inc., and Sun Microsystems.In addition to myCFO,Mr. Sonsini currently serves on the Boards of Directors of Novell, Inc., Lattice SemiconductorCorporation, PIXARInc., and the Haas School of Business at the University of California, Berkeley. Mr. Sonsini holds an ABfrom the University of California, Berkeley and an LLBfrom Boalt Hall School of Lawat the University of California, Berkeley.

VII. EMPLOYEES

As of December31, 1999, myCFOemployed 101 full-time employees, of which 32 are in tax and accounting, 47 are in engineering, and the rest are in marketing, finance, operations, HRand administration.

myCFOBusiness Plan 16 1/5/00

STAR~S0031083 A.nnua~Pr~ection s

¯ Operating Cash Flow ¯ Balance Sheets

STARS0031084 mvCFO Pro Forrna incomeStatements csooo)

1999 2001) 2001 2002 2003 2004 ,~evenue GeneralDirector Services $ 32,690 $ 132,974 $ 276,704 $ 410,576 $ 538,432 SpecialtyDirector Services 6,744 21,832 38,774 49,372 58,837 OnlineServices - 18,150 90,750 254,100 Total Revenue 1,700 39,434 154,806 333,628 550,698 851.369 %Increase +2220% +293% +116% +65% +55% LessDirect & Indirect Costs 2.100 63,625 152.812 246.713 354.961 500.151 Contributionfrom Business Units (400) (24,191) 1,994 86,915 195.737 351.218 %of Revenue -24% ~1% 1% 26% 36% 41%

Overhead: R&D/ Engineering 2,744 15,204 22,174 46,112 61,128 94,503 %of Revenue 161% 39% 14% 14% 11% 11% Marketing 565 1,956 2,980 13,922 22,980 35,527 %of Revenue 33% 5% 2% 4% 4% 4% General& Administrative 1,370 8,898 13,861 19,066 34,720 53,677 %of Revenue 81% 23% 9% 6% 6% 6% Total OverheadExpenses 4,679 26,058 39,015 79,100 118,828 183,707

OperatingIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 167,512 %of Revenue -299% -127% -24% 2% 14% 20%

PretaxIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 167,512 IncomeTax Provision - - (63,955) NetIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 103,557 %of Revenue -299% -127% -24% 2% 14% 12%

JCAPITALEXPENDITURES: 4,100 10,211 11,946 13,977 21,623 23,213j J HEADCOUNT at Year-end 101 736 1,332 1,899 2,489 I3,096

Confidential December 1999

STARSO031085 Operating Cash Flow Summary Pro Forma ($000)

199.._.99 2000 200.__.! 200_..._22 200--3 2004 2005 200__6 200___77 2008 200__9 Terminal Revenue Net Income(Loss) (5,079) (50,249) (37,021) 7.815 76,909 103,557 125,634 157,043 196.304 245,380 308,725 $ 6,134,500 Depreciation ~66 2,783 5,404 8,500 12,699 16,466 20,583 25,729 32,161 40,201 50,251 $ 1,005,020

(Increase) in noncashWorking Capital (1,166) (4,861) (5,537) (4,450) (9,771) (13,795) (17,244) (21,555) (26,944) (33,680) (42,100) $ 181,103

Net Operating Cashflow (5,879~. (52,3261 (37,!.54_) 11,865 79,837 106,228 128r973 161,217 20!,521 251,901’ 314#76 7w320,623

Net present value of cash flow @ 20% $1,027,307 I

The above summaryshows projected CashFlow from Operations. Capital expendituresand operating deficits are assumedto be fundedwith capital infusion.

ConfldenUal Decembp.r1.q99

STARS0031086 myCFO Pro Forma Balance Sheets

Dec-99 Dec-00 Dec-01 Dec-02 Dec-03 Dec-04

ASSETS Current Assets Cash & Equivalents 7,035 19,163 (27,936) (30,379) 27,979 111,894 Restricted Cash 428 2,498 3,418 Accounts Receivable 750 7,193 19,093 33,876 49,698 69,594 Deposits & other current assets 645 705 765 825 885 945 Total Current Assets 8,858 29,559 14,660) 4,322 78,562 182,433

Fixed Assets 4,100 14,311 26,257 40,234 61,858 85,070 Less Accumulated Depreciation I3661 (3,149) 18,5531 (17,223) (30,466) (46,932) 3,734 11,161 17,704 23,011 31,391 38,138

OtherLongtermassets 2,600 2,700 2,700 2,700 2,700 2,700 TOTAL ASSETS 15,192 43,421 15,743 30,033 112,653 223,271

LIABILITIES & EQUITY

CurrentLiabilities Line of Credit ~.ccounts Payable & accrued expenses 150 370 590 810 1,020 1,280 Orepaid Revenue 200 3,597 9,547 16,213 21,919 27,424 Current Portion of LTD 235 235 1,200 1,100 1,200 1,500 Othercurrent liabilities 72 168 376 564 660 756 Total CurrentLiabilities 657 4,370 11,713 18,687 24,799 30,960

LongTerm Debt, less current portion 235 2,000 1,500 1,100 2,000

TOTALLIABILITIES 892 4,370 13,713 20,187 25,899 32,960

Paid-in Capital 20,750 95,750 95,750 95,750 95,750 95,750 Retained Eamings(Deficit) (6,450) (56.699) (93,719) (85,9041 (8,995) 94,561 TOTAL EQUITY 14,300 39,051 2,031 9,846 86,755 190,311

TOTALLIABILITIES ~, EQUITY 15,192 43,421 15,743 30,033 112,653 223.271

Pro forma balancesheet reflects $75 million equity investment in 2000.

Confidential December 1999

STARS0031087 "Typical ’ Office Profit Contribution at Maturity

STARSO031088 ¯ ,’O Typical Office Contribution

Teams ManagingCSD Director CSDirector 5 Specialty Director TOTALOFFICE 7 Total Tota__~l Total Total REVENUE Traditional ServiceRevenue 2,500,000 2,500,000 15,000,000 SpecialtyRevenue from Specialty Director Clients 3,000,000 3,000,O00 Specialtyrevenue I CSDclients unshared Specialtyrevenue I CSclients I Shared 1.500,000 1,500,000 9,000,000 9,000,000 9,000,000 4~000,000 4,000,000 3,000~000 27,000,000 EXPENSES Direct Compensation: GeneralSalary # Staff # Staff # Staff # Staff Director 300,000 1 375,000 1 300,000 2 600,000 8 2,400,000 Sr. Manager 150,000 2 300.000 2 300,000 1 150,000 13 1,950,000 Manager 100,000 2 200,000 2 200,000 1 100,000 13 1,300.000 Senior 75,000 2 150,000 2 150,000 1 75,000 13 975,000 Staff I Para 50,000 1 50,000 1 50,000 0.5 25,000 7 325,000 Admin 40,000 1 4O,000 1 40~00 1 40,000 7 280,000 9.0 1,115,000 28% 9.0 1.040,000 26% 6.5 990,000 33% 60.5 7,230,000 27% Incentive compensation TraditionalServices 10% 250,000 10% 250,000 10% 300,000 1,800,000 SpecialtyServices 5% 75,000 5% 75,000 5% 450,000 900,000 InvestmentServices, current clients 5% 16,667 5% 16,667 100,000 341,667 9% 341,667 9% 750,000 25% 2,800,000 10%

TEAMDIRECT COMPENSATION 1,456,66736.4% i~ 1,381,667 34.5% 1,740,000 58.0% 10,030,000 37.1% Officestaff Newclient coordinator 1 50,000 Office Manager 1 50,000 Receptionist 1 40,000 140,000 TOTALDIRECT COMPENSATION 1,456,667 1,381,667 1,740,000 10,170,000 37.7%

Otherdirect costs 15.0% ofcomp 218,500 207,250 261,000 1,525,500 5.7%’,¯ j AccountingServices 10.0% ofrevenue 400,000 400,000 300,000 2.700.0001o.oo/o!;: : PFSOverhead (COO, division finance & admin, etc.) 25,000 25,000 25,000 175.000 0.6%~ " " ’! ;: ...

Total Direct Expenses 2r456r417 61% 2,364r542 59% 2,633,500 88%il 17,061,250 63%

Contribution I r543r583 39% I r635~458 41% 368r500 12%~,~! 9r938,750 37% Confidential December1999

STARS0031089 Annual ProJections Income Statements Operating Cash Flow Balance Sheets

STARS0031090 myCFO Pro FormaIncome Statements

199....__99 2000 200’1 2002 200:3 2004 .~evenue GeneralDirector Services $ 32,690 $ 132,974 $ 276,704 $ 410,576 $ 538,432 SpecialtyDirector Services 6,744 21,832 38,774 49,372 58,837 OnlineServices 18,150 90,750 254.100 Total Revenue 1,700 39,434 154,806 333,628 550,698 851,369 %Increase +2220% +293% +116% +65% +55% LessDirect & IndirectCosts 2.100 63,625 152,812 246,713 354,961 500,151 Contributionfrom Business Units (400) (24,191) 1,994 86,915 195,737 351,218 %of Revenue -24% ~1% 1% 26% 36% 41%

OperatingIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 167,512 %of Revenue -299% -127% -24% 2% 14% 20%

PretaxIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 167,512 IncomeTax Provision - - (63,955) NetIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 103,557 % of Re~n~ -299% -127% -24% 2% 14% 12%

CAPITALEXPENDITURES: 4,100 10,211 11,946 13,977 21,623 23,213I HEADCOUNT at Year-end 101 736 1,332 1,899 2,489 3,096

Confidential December 1999

STARSO031091 Operating Cash Flow Summary Pro Forma ($000)

199.~.99 2000 200’1 ..200.__.22 2003 2004 200_..55 200._..66 200_!7 2008 2009 Terminal Revenue Net Income(Loss) (5.079) (50,249) (37,021) 7,815 76,909 103.557 125,634 157,043 196,304 245,380 306,725 $ 6.134,500 Depreciation ~66 2,783 5,404 8,500 12,699 16,466 20,583 25,729 32,161 40,201 50,251 $ 1,005,020

(Increase) in noncashWorking Capital (1,166) (4,861) (5,537) (4,450) (9,771) (13,795) (17,244) (21,555) (26,944) (33,680) (42,100) $ 181,103

1611217’ 201,521 Net Operating Cashflow (5,879) 152,326) (37,154) 11,865 79,837 1061228 1281973 251,901" 314,876 71320r623

$ 1,027,307 INet present value of cash flow @ 20% I

The above summaryshows projected CashFlow from Operations. Capital expendituresand operating deficits are assumedto be fundedwith capital infusion.

ConfldenUal December1999

STARS0031092 myCFO Pro Forma Balance Sheets

Dec-99 Dec-00 Dec-01 Dec-02 Dec-03 Dec-04

Fixed Assets 4,100 14,311 26,257 40,234 61,858 85,070 Less Accumulated Depreciation (366) (3,149) (8,553) (17,223) (30,466) (46,932) 3,734 11,161 17,704 23,011 31,391 38,138

Other Long term assets 2,600 2,700 2,700 2,700 2,700 2,700 TOTAL ASSETS 15,192 43,421 15,743 30,033 112,653 223,271

LIABILITIES & EQUITY

CurrentLiabilities Line of Credit ~.ccounts Payable & accrued expenses 150 370 590 810 1,020 1,280 "~repaid Revenue 200 3,597 9,547 16,213 21,919 27,424 ..;urrent Portion of LTD 235 235 1,200 1,100 1,200 1,500 Othercurrent liabilities 72 168 376 564 660 756 Total CurrentLiabilities 657 4,370 11,713 18,687 24,799 30,960

LongTerm Debt, less current portion 235 - 2,000 1,500 1,100 2,000

TOTALLIABILITIES 892 4,370 13,713 20,187 25,899 32,960

Paid-in Capital 20,750 95,750. 95,750 95,750 95,750 95,750 RetainedEarnings (Deficit) (6,450) (56.699) (93,719) (85,904) (8,995) 94.561 TOTAL EQUITY 14,300 39,051 2,031 9,846 86,755 190,311

TOTALLIABILITIES ~ EQUITY 15,192 43.421 15,743 30,033 112,653 223.271

Pro forma balancesheet reflects $75 million equity investment in 2000.

Confidential December 1999

STARS0031093 Annual ProJections Income Statements Operating Cash Flow Balance Sheets

STARS0031094 myCFO Pro Forma Income Statements

1999 200_.__00 2001 200.__22 200:3 20O4 Revenue GeneralDirector Services $ 32,690 $ 132,974 $ 276,704 $ 410,576 $ 538,432 SpecialtyDirector Services 6,744 21,832 38,774 49,372 58.837 OnlineServices - 18,150 90,750 254,100 Total Revenue 1,700 39,434 154,806 333,628 550,698 851,369 %Increase +2220% +293% +116% +65% +55% LessDirect & IndirectCosts 2,100 63,625 152,812 246,713 354,961 500,151 Contributionfrom Business Units (400) (24,191) 1,994 86,915 195,737 351,218 %of Revenue -24% -61% 1% 26% 36% 41%

OperatingIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 167,512 %of Revenue -299% -127% -24% 2% 14% 20%

PretaxIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 167,512 IncomeTax Provision - - - (63,955) NetIncome (loss) (5,079) (50,249) (37,021) 7,815 76,909 103,557 %of Revenue -299% -127% -24% 2% 14% 12%

ICAPITALEXPENDITURES: 4,100 10,211 11,946 13,977 21,623 23,213] 101 736 1,332 1,899 2,489 3,096 I HEADCOUNT at Year-end I

ConfidenUal December 1999

STARSO031095 mvCFO Operating Cash Flow Summary Pro Forma(~;000)

1999 2000 2001 2002 2003 200._._44 2005 2006 200--7 200..._88 200_._.99 Terminal Revenue Net Income(Loss) (5,079) (50,249) (37,021) 7,815 76,909 103,557 125,634 157,043 196,304 245,380 306,725 $ 6,134,500 Depreciation 366 2,783 5,404 8,500 12,699 16,466 20,583 25,729 32,161 40,201 50,251 $ 1,005,020

(Increase) in noncashWorking Capital (1,166) (4,861) (5,537) (4,450) (9,771) (13,795) (17,244) (21,555) (26,944) (33,680) (42,100) $ 181,103

Net Operating Cashflow (5,879) (52,326) (37,154) 11,865 79w837 106r228 128,973 161r217 201,521 251r901 314v876 7r3201623

INet present value of cashflow @ 20% $1,027,307 I

The above summeryshows projected CashFlow from Operations. Capital expendituresand operating deficits are assumedto be fundedwith capital infusion.

ConfldenUal December1999

STARS0031096 myCFO Pro FormaBalance Sheets

Dec-99 Dec-00 Dec-01 Dec-02 Dec-03 Dec.04

ASSETS Current Assets Cash & Equivalents 7,035 19,163 (27,936) (30,379) 27,979 111,894 Restricted Cash 428 2,498 3,418 - - Accounts Receivable 750 7,193 19,093 33,876 49,698 69,594 Deposits & other current assets 645 705 765 825 885 945 Total Current Assets 8,858 29,559 14,660) 4,322 78,562 182,433

Fixed Assets 4,100 14,311 26,257 40,234 61,858 85,070 Less Accumulated Depreciation (366) (3,149) (8,553) (17,223) (30,466) (46,932) 3,734 11,161 17,704 23,011 31,391 38,138

OtherLongterm assets 2,600 2,700 2,700 2,700 2,700 2,700 TOTAL ASSETS 15,192 43,421 15,743 30,033 112,653 223,271

LIABILITIES & EQUITY

CurrentLiabilities Line of Credit Accounts Payable & accrued expenses 150 370 590 810 1,020 1,280 Prepaid Revenue 200 3,597 9,547 16,213 21,919 27,424 Current Portion of LTD 235 235 1,200 1,100 1,200 1,500 Othercurrent liabilities 72 168 376 564 660 756 Total CurrentLiabilities 657 4,370 11,713 18,687 24,799 30,960

LongTerm Debt, less current portion 235 2,000 1,500 1,100 2,000

TOTALLIABILITIES 892 4,370 13,713 20,187 25,899 32,960

Paid-in Capital 20,750 95.750 95,750 95,760 95,750 95,750 RetainedEarnings (Deficit) 16,4501 (56,6991 (93,7191 (85,9041 (8,9951 94,561 TOTAL EQUITY 14,300 39,051 2,031 9,846 86,755 190,311

TOTALLIABILITIES 8, EQUITY 15,192 43,421 15,743 30,033 112,653 223,271

Pro forma balancesheet reflects $75 million equity investment in 2000.

Confidential December 1999

STARS0031097 Directors By Office and Type

STARS0031098 mvCFO Professional S#rvlces Number of Dlrector~ by Office and TVDe Pro F~rma 2000-2004 SOand CSO rofl-in by location andctassS"¢alion (i.e. SO,CSD) SO= numberof teams (w(th eac~team having two d~ectors) Hgad Count OffiEll Fairfield/ Philan- J Olhm N~99E.~;es Total l I ~:,,’nl d I MV SF LA 0(3 Seatue Allanta Boston Dallas Austin Westchstr DCNa I:~ INV INS E&T thto~ NY Chicago Houston SoFia A B C 0 E Directors GDs SDs GDs SDs lADs JTeamslOfr, ce Staff ITo~a I 111/00 4 1 2 1 3 I 12 8 4 8 3 41 12 3 56 4 2/I/00 4 I 4 I I 3 2 1 1 18 II 7 11 5 65 15 3 83 5 3/2/00 5 3 4 3 1 3 2 1 1 24 16 8 16 6 94 15 3 112 5 411/00 r. 3 5 3 1 I 1 1 I 1 I 3 2 1 1 31 23 6 23 6 126 33 3 162 11 5/1/00 5 3 5 5 3 I 1 1 I I 1 3 2 I 2 36 27 g 27 7 162 33 3 198 11 6/1/00 6 4 6 5 3 2 2 1 I 2 1 3 3 1 2 43 33 10 33 7 193 33 3 229 I1 711100 (; 4 6 7 3 2 2 2 2 2 2 3 3 2 2 49 38 11 38 8 232 33 4 268 11 6/I/00 h 4 7 7 4 3 3 2 ./- 3 2 3 3 2 2 54 43 11 43 8 266 33 4 302 11 0/1/00 8 6 7 7 4 :~ ".1 3 3 3 3 3 3 2 2 60 48 11 40 8 208 33 4 335 11 16/1/00 n 5 7 7 4 4 4 3 ’4 4 3 3 3 2 2 64 53 11 53 8 328 33 4 385 11 1111/00 9 5 7 7 4 4 4 3 .4 4 3 3 3 2 2 64 53 11 53 8 349 33 4 380 11 12/I/00 9 5 7 7 4 4 4 4 4 4 4 3 3 2 2 68 56 12: 50 9 353 33 4 300 11 111/01 0 5 7 7 4 4 4 4 4 4 4 4 3 2 2 69 5~ 13 56 10 374 33 5 412 11 70 57 13 57 10 388 33 5 426 11 211/01 9 5 7 7 4 4 4 4 .~ 4 5 4 3 2 2 t 3/1/01 n 5 7 7 4 4 4 4 4 ..1 5 4 3 2 2 70 57 13 57 10 3 406 33 5 444 11 411/01 n 5 T 7 4 4 4 4 4 4 5 4 3 2 2 70 57 13 57 10 3 422 33 5 460 11 5/1/01 10 6 8 6 4 5 8 5 5 5 6 4 3 2 2 2 2 2 88 75 13 75 10 3 459 45 5 509 15 6/I/01 tl) () 0 0 4 F, 5 5 5 5 6 4 3 2 2 2 2 2 88 75 13 75 10 3 552 45 6 682 15 711/01 IH ~; 0 8 4 5 5 5 5 5 0 4 3 2 2 4 4 3 96 82 13 82 10 3 578 45 S 628 15 6/I/01 12 G 0 0 4 5 5 5 F. 5 6 4 4 3 2 4 4 3 100 84 16 84 12 4 831 45 5 681 15 9/1/01 12 6 0 0 4 r, 5 5 5, 5 6 4 4 3 2 6 5 4 106 00 16 00 12 4 672 45 5 722 15 1011/01 12 7 10 c~ 5 5 5 5 5 5 6 4 4 3 2 6 G 5 4 111 95 16 95 12 4 720 45 6 770 15 1111/01 12 7 tO c,~ 5 F, 5 5 F, 5 6 4 4 3 2 8 6 6 4 113 97 16 97 12 4 756 45 5 806 15 1211/01 12 7 tO ~ 5 £. 5 5 5 5 6 4 4 3 2 9 6 5 4 114 98 18 08 12 4 766 45 5 816 15 111/02 12 7 10 c.t 5 ~’, 5 5 5 5 6 4 4 3 2 ~ G 6 4 114 08 10 08 12 4 781 45 6 832 15 2/1/02 12 7 10 r~ 5 ~’. 5 5 5 5 6 4 4 3 2 !J G 5 4 114 98 16 08 12 4 785 45 6 836 15 3/I/02 IP 7 10 c.~ 5 5 5 5 ~, 5 6 4 4 3 2 ~ 6 5 4 114 08 16 08 12 4 792 45 6 843 16 411/02 1_’ 7 tO 9 5 5 5 5 5 5 6 4 4 3 2 3 9 6 5 4 114 08 16 08 12 4 797 45 6 848 15 5/I/02 12 6 11 9 5 5 5 5 c, 5 6 4 4 3 2 3 10 7 5 4 118 102 16 102 12 4 807 45 6 858 15 6/I/02 12 H t I ’[~ 5 ~’. 5 5 5 5 6 4 4 3 2 3 ~0 7 5 4 116 102 16 102 12 4 880 45 6 031 16 711/02 17. R 11 !~ 5 5 5 5 5 5 6 4 4 3 2 3 12 7 6 6 122 106 16 106 12 4 80O 45 6 941 15 8/1/02 1.) 8 11 ’., 5 5 5 5 5 5 6 4 4 3 2 3 ~2 7 6 5 122 100 16 108 12 4 932 45 6 993 15 0/I/02 1.>- 8 11 r~ 5 r. 5 5 t~ 5 6 4 4 3 2 3 12 8 7 8 125 109 16 109 12 4 950 45 6 1001 15 16 1011/02 1:’~ g 11 .’:~ G I, 1; 6 I: (; 6 4 4 3 2 3 12 8 7 G 133 117 117 12 4 993 45 6 1044 15 1111/02 1:’t 9 11 r.~ G I; 6 {J i; fi 6 4 4 3 2 3 12 6 7 G 133 117 16 117 12 4 1045 45 0 109(3 15 1211/02 13 9 11 10 G I, G G i; h 8 5 8 3 3 3 14 6 8 6 140 121 16 121 14 5 1057 45 0 1108 15 48 16 111/03 14 !1 11 It) 6 I; 6 6 t; t’; 6 5 5 3 3 3 ~4 8 0 6 1 142 123 19 123 14 5 1093 7 1148 2/1/03 14 0 11 I(5 G h G G t; (; 6 5 5 3 3 3 t 4 8 8 I,~ Z 143 124 19 124 14 § 1104 48 7 1159 16 3/1/03 14 9 11 I(I {~ I, 6 5 f; l; 6 5 5 3 3 3 14 B 6 6 3 144 125 19 125 14 5 1110 48 7 1165 18 411/03 14 9 11 10 G I, 6 6 (; 6 5 5 3 3 3 74 0 II G 4 1 148 127 1g 127 14 5 1116 61 7 1174 17 5/I/03 15 9 11 t 1 G i’; 6 6 I; ,; 6 5 5 3 3 3 ~4 8 0 G .5 2 150 131 I~ 131 14 5 1129 51 7 1187 17 6/I/03 15 g 11 II (j I, 6 6 l; t] 6 5 6 3 3 3 14 8 6 G 6 3 153 133 2C 133 14 E 1175 51 7 1233 17 711/03 15 t 1 I 1 t; ~, 6 6 t.; G 6 6 6 3 3 3 14 8 I] 4; 7 4 I 157 136 21 136 15 E 1191 54 7 1252 16 9 1227 54 19 6/1/03 15 !I 11 tl 6 *.~ 6 6 1; 4; 6 6 6 3 3 3 ~4 8 8 t; 7 5 2 159 138 21 138 15 6 7 1288 0/I/03 15 9 11 I1 G I, 6 6 t; t] 6 6 6 3 3 3 ~4 8 8 ~ 7 6 :~ 161 140 21 140 15 0’ 1241 54 7 1302 18 1011/03 It’. ’:’, 11 I 1 t.~ I, 6 6 (; t~ 6 0 6 3 3 3 14 6 I1 I.~ 7 7 4 1 164 143 21 143 15 6 1267 57 7 1331 19 6 1309 57 7 1373 19 1111/03 15 !~ 11 11 G I’; 6 G t’; t~ 6 6 6 3 3 3 ~4 B 8 ,; 7 7 n 2 166 145 21 145 15 1211/03 15 10 12 12 7 ; 7 7 7 7 6 7 7 3 3 3 15 9 9 6 7 7 t.; 3 182 159 23 159 16 7 1336 57 7 1400 19 111/04 15 10 12 I~ 7 7 7 7 7 7 6 7 7 3 3 3 ~.r) !) ~,# 7 7 7 4 1 185 162 23 162 16 7 1424 60 8 1492 20 2/1~’04 15 10 12 I:! 7 7 7 7 7 7 6 7 7 3 3 3 I,-) 9 .q 7 7 7 5 2 187 164 23 164 16 7 1444 60 8 1512 20 3/1/04 1/: 11) 12 t2 7 7 7 7 7 7 6 7 7 3 3 3 15 9 [~ 7 7 7 6 3 189 160 23 166 16 7 1458 60 6 1526 20 411/04 15 72 12 7 7 7 7 7 7 6 7 7 3 3 3 ~5 g ’.* 7 7 7 7 4 182 169 23 169 16 7 1473 63 8 1544 21 10 171 16 7 1493 63 8 1564 21 15 10 12 12 7 7 7 7 7 7 li 7 7 3 3 3 15 g ~.~ 7 7 7 7 5 194 171 23 5/1/04 ~ 16 7 1518 63 8 1589 21 8/I/04 15 11) 12 I- 7 7 7 7 7 7 6 7 7 3 3 3 15 .~) r# 7 7 7 7 t} 196 173 23 173 B 711/04 15 10 12 I-~ 7 7 7 7 7 7 6 7 7 3 3 3 15 9 ~ 7 7 7 7 7 198 175 23 175 16 71l 1537 63 6 1600 21 6/I/O4 7 7 7 7 7 7 6 7 7 3 3 3 15 9 ~ 7 7 7 7 7 5; 199 176 23 17616 71 1.~0 63 8 1631 21 1~’. 10 12 12 23 .7 16 63 6 1641 21 0/1/04 15 10 12 12 7 7 7 7 7 7 6 7 7 3 3 3 15 9 ~.~ 7 7 7 7 7 i’,: 200 177 71 1570 !e~ R]?’;:=00 ._~ rr~.’~l ¯ "l~’~’le~l~mt7.~e~.: ..... 27 ~ 1887 ,;tn :’.:10,.~-,’.t1". ’1(10t ":’~83’ 9 t072 2t

Confldent~l

STARS0031099 "Typical" Office Profit Contribution at Maturity

STARS0031100 ._~ ,’0 Typical Office Contribution

Teams ManagingCSD Director CSDirector 5 Specialty Director TOTALOFFICE 7 Tota.~l Total Total Total REVENUE Traditional ServiceRevenue 2,500,000 2,500,000 15,000,000 SpecialtyRevenue from SpecialtyDirector Clients 3,000,000 3,000,000 Specialtyrevenue I CSDclients unshared Specialtyrevenue / CSclients / Shared 1,500,000 1,500,000 9,000,000 9,000,000 9,000,000 4w000~000 4,000,000 3,000,000 27r00Of100 EXPENSES Direct Compensation: GeneralSalary # Staff # Staff # Staff # Staff Director 300,000 1 375,000 1 300,000 2 600,000 8 2,400,000 Sr. Manager 150,000 2 300,000 2 300,000 1 150,000 13 1,950,000 Manager 100,000 2 200,000 2 200,000 1 100,000 13 1,300,000 Senior 75,000 2 150,000 2 150,000 1 75,000 13 975,000 Staff I Para 50,000 1 50,000 1 50,000 0.5 25,000 7 325,000 Admin 40,000 1 4O,0O0 1 40~00 1 40,000 7 280,000 9.0 1,115,000 28% 9.0 1,040.000 26% 6.5 990,000 33% 60.5 7,230,000 27% Incentive compensation TraditionalServices 10% 250,000 10% 250,000 10% 300,000 1,800,000 SpecialtyServices 5% 75,000 5% 75,000 5% 450,000 900,000 InvestmentServices, current clients 5% 16,667 5% 16,667 100,000 341,667 9% 341,667 9% 750,000 25% 2,800,000 10%

TEAMDIRECT COMPENSATION 1,456,667 36.4% 1,381,667 34.5% 1,740,000 58.0% 10,030,000 37.1% Officestaff Newclient coordinator 1 50,000 Office Manager 1 50,000 Receptionist 1 40,000 140,000 TOTALDIRECT COMPENSATION 1,456,667 1,381,667 1,740,000 10,170,000 37.7%

Employeetaxes andbenefits Payroll Taxes 7.5% of comp 109,250 103,625 130,500 762,750 2.8% Insurance 3,000per yr per staff 27,000 27,000 19,500 190,500 0.7% Training 10,000($5k non-profsnl) 85,000 85,000 60,000 585,000 2.2% 221,250 215,625 210,000 1,538,250 5.7% Rent $5x 12x250’per person 135,000 135,000 97,500 952,500 3.5% Recruiting fees Treat as one time start-up expense 207,250 261,000 1,525,5005.7% ’," " Otherdirect costs 15.0% ofcomp 218,500 L: ; AccountingServices 10.0% ofrevenue 400,000 400,000 300,000 2,700,00010.0% i:.’ PFSOverhead (CO0, division finance & admin, etc.) 25,000 25,000 25,000 175,000 0.6% i"

Total Direct Expenses 2,456r417 61% 2,364,542 59% 2,633,500 17,061,250 63%

Contribution 1,543f583 39% 1 fl35,458 41% 366,500 9,938,750 37% Confidential December1999

STARS0031101 Assumptions PFS Teams, Revenue and Staffing

STARS0031102 myCFO Business Plan Assumptions Professional Services Teams - Revenue and Staffinq

GeneralClient Service Director (CSD)structure as to headcountand revenueroll-in

CSD Assumethe team is hiredas followed: SeniorManagers (SM) Assumeafter 1 monththis percentageof the team is hired 55% Managers(M) Assumeafter 13 months this percentageof the team is hire( 35% Seniors(S) Assumeafter 25 months this percentageof the team is hire( 10% Para(P) ~ecretan/(Sec) 100%

Assumethe above team generates traditional services revenue annually of 2,500,000] Assumethat in year1 this percentageof annual revenue is generated 35%I $ 875,000 Assumethat in year2 this percentageof additional annual revenue is generated 35%I $ 875,000 Assumethat in year3 this percentageof additional annual revenue is generated 30%I $ 750,000 $ 2,500,000

Assumethe above team generates specialty services revenue annually of 1,500,000] Assumethat in year1 this percentageof annual revenue is generated 35%I $ 525,000 Assumethat in year2 this percentageof additional annual revenue is generated 35%I S 525,000 Assumethat in year3 this percentageof additional annual revenue is generated 3o%I $ 450,000 1,500,000

Assumethis percentageof b’adional services revenue is placein theRevenue Sharing Plan (RSP) 10% Assumethis percentageof specialty services revenue is placein theRevenue Sharing Plan (RSP) 5%

Specialty Services(SD) structure as to headcountand revenueroll-in

SD 2 Assumethe team (excluding lead director) is hiredas followed: SeniorManagers (SM) 1 Assumeafter 1 monththis percentageof the team is hired 60% Managers(M) 1 Assumeafter 13months this percentageof the team is hire( 35% Seniors(S) 1 Assumeafter 25months this percentageof the team is hire( 5% Para(P) 05 Secretary(Sec) 1 100%

Assumethe above team generates specialty services revenue annually, from SD’s own clients, of 3,000,000 Assumethat in year1 this percentageof annual revenue is generated 35%$ 1,050,000 Assumethat in year2 this percentageof additional annual revenue is generated 35%$ 1,050,000 Assumethat in year3 this percentageof additional annual revenue is generated 30%$ 900,000 $ 3,000,000 Assumeall CSDspecialty revenue is supportedby theSpecialty Directors

Collections AssumeAR balance = onemonth of professionalservice revenue Assumethis is offsetby 1/2 monthof prepaid,unearned revenue based on retainer contacts Assumedotcom revenue is notprepaid, but ARbalance (unbilled revenue) = 1/2 monthof revenue

Confidential December1999

STARS0031 103 Client Serwce Director Revenue Ramp-up

STARS0031104 myCFOProfessional Services Client Service Director Revenue Rampupfrom Date of Hire

Client Service Director RevenueRampup TraditionalRevenue SpecialtyProducts Monthly Annualrev. at maturity$ 2,500.000 Total Monthly $ 1,500,000 Total Total Averaqe RevHear Rev.Increase per Year Rev/Year Rev. Increaseper YearRe/Hear Year1 35% $ 875,000 $ 875,000 $ 72,917 35% $ 525,000$ 525,000 $ 43,750 $ 1.400,000 Year2 35% $ 875,000$ 1,750,000$ 145,833 35% $ 525,000$ 1,050,000$ 87,500 $ 2.800,000 Year3 30% $ 750,000$ 2,500,000$ 208,333 30% $ 450.000$ 1,500.000$125,000 $ 4,000,000

TradlUonalSpecialty Total Month Revenue Revenue Revenue 1 2 (0.5) 3 36,458 21,875 58,333 (0.4) 4 43,750 26.250 70,0O0 (0.3) 5 51,042 30.625 81,667 (0.2) 6 58,333 35,000 93,333 (0.1) 7 65,625 39,375 105,000 6 72,917 43,750 116,667 9 72,917 43,750 116,667 0,1 10 80,208 48,125 128,333 O.2 11 87,500 52,500 140,000 O.3 12 94,792 56,875 151,667 0.4 13 102,083 61,250 163,333 0.5 14 109,375 65,625 175,000 1,400,000 (0.3) 15 123,958 74,375 198,333 (0.3) 16 123,958 74,375 198,333 (0.2) 17 131.250 78,750 210,000 ¯ -e-- TOTALRevenue ¯ -.B- TraditionalRevenue (0.2) 18 131,250 78,750 210,000 SpeaattyRevenue ~7 40 43 (0.1) 19 138,542 83,125 221,667 (0.1) 20 138,542 83,125 221,667 21 145,833 87,500 233,333 0.1 22 153,125 91,875 245,000 0.1 23 153,125 91,875 245,000 0.2 24 160,417 96,250 256,667 0.3 25 167,708 100,625 268,333 0.5 26 182,292 109,375 291,6672,800,000 (0.7) 27 208,333 125,000 333,333 (0.6) 28 208,333 125,000 333,333 (0.5) 29 208,333 125,000 333,333 (0.4) 30 208,333 125,000 333,333 (0.3) 31 208,333 125O00 333,333 (0.2) 32 208,333 125,000 333,333 (0.1) 33 208,333 125000 333,333 34 208,333 125000 333;333 0.3 35 208,333 125DO0 333,333 0.6 36 208,333 125000 333,333 0.9 37 208,333 125000 333,333 1.o 38 208,333 125DO0 333,333 4,000,000 39 208,333 125000 333,333 40 208,333 125000 333,333 41 208,333 125D00 333,333 42 208,333 125000 333,333 43 208,333 125O00 333,333 44 208,333 125000 333,333

Confidential December1999

STARS0031105 Specialty Director Revenue Ramp-up From Specialty Director Only Clients

STARS0031i O6 myCFOProfessional Services Specialty Director Revenue Rampupfrom Date of Him

Specialty Director RevenueRampup SD’sClient Base Annualrev. at maturity$ 3,000,000 Total Monthly Total Rev.increase per Year Rev/Year A~ra~e Rev/Year Year1 35% $ 1,050,000$ 1,000,000$ 87,500 $ 1,050.000 Year2 35% $ 1,050,000$ 2,100,000$ 175,000 $ 2.100,000 Year3 30% $ 900,000$ 3,000.000 $ 250.000 $ 3,000,000

SDClient Shared, Total Month RevenueIncremental Revenue 300,000 1 2 2,50.000 (0.5) 3 43,750 43,750 (0.4) 4 52,500 52,500

(0.3) 5 61,250 61,250 200,000 (012) 6 70,000 70,000 £ ¢= (0.1) 7 78,750 78,750 o L~O.OOO 8 87,500 87,500 b 9 87,500 87,500 96,250 0.1 10 96,250 100.000 0.2 11 105,000 105,000 0,3 12 113,750 113,750 0.4 13 122,500 122,500 50.000 0.5 14 131,250 131,250 1.050,000 148,750 (0.3) 15 148,750 ¯-,e-- TOTAL Revenue 16 148,750 148,750 (0.3) 7 10 13 ~ SD Client Revenue (0.2) 17 157,500 157,500 Shared Revenue - Incremental (0.2) 18 157,500 157,500 (0.1) 19 166,250 166,250 (o.1) 20 166,250 166,250 21 175,000 175,000 0.1 22 163,750 183,750 0.1 23 183,750 163,750 0.2 24 192,500 192,500 0.3 25 201,250 201,250 0.5 26 218,750 218,750 2,100,000 (0.7) 27 250,000 250,000 (0.6) 28 250,000 250,000 (0.5) 29 250,000 250,000 (0.4) 30 250,000 250,000 (0.3) 31 250,000 250,000 (0.2) 32 250,000 250,000 (0.1) 33 250,000 250,000 34 250,000 250,000 0.3 35 250,000 250,000 0.6 36 250,000 250,000 0.9 37 250,000 250.000 1.0 38 250,000 250,000 3,000,000 39 250,000 250.000 40 250,000 250.000 41 250,000 250,000 42 250,000 250,000 43 250,000 250,000 44 250,000 250,000

Confidential December1999

STARS0031107 Director Team Headcount & Salary Ramp-up

STARS0031108 myCFOProfessional Services Team Headcount and Compensation Cost by Month Rampupfrom Date of Director Hire IGeneralDirector Teams SpecialtyDirector Teams Total Mon~ly I$ 74O.0OO-- Totg Montllly $ 690,000 -- I SaWear Ave~e Salaryincrease per Yr SaWear Averse I I TeamSalary per Year Year1 I 55% $ 407,000 $ 407,000 $ 33.917 60% $ 414,000 $ 414,000 I$ 34,500 Year2 1 35% $ 259.000 $ 666.000 $ 55.500 35% $ 241,500 $ 655,500 S I54,625 Year3 1 10% $ 74,000 $ 740,000 $ 61,667 5% $ 34,500 $ 690.000 $ 57,500]

mTeam sa~-ies above include aJl teammembers except lead d~ector for eachtearn

TEAMSALARIES As %of revenue TEAMHEADCOUNT SD(SO-onl~ Month CSD SD CSO roy) CSDTeams SO Teams 1 25.000 25,000 #DIV/O! #DIV/0! 1 1 2 58,917 59,500 #DIV/0! #DIV/0! 5 4 3 58.917 59,500 101% 136% 5 4 4 58.917 59.500 84% 113% 5 4 5 58.917 59,500 72% 97% 5 4 6 58,917 59,500 63% 85% 5 4 7 58,917 59,500 56% 76% 5 4 8 58,917 59.500 51% 68% 5 4 9 58.917 59.500 51% 68% 5 4 10 58,917 59.500 46% 62% 5 4 11 58,917 59.500 42% 57% 5 4 12 58,917 59,500 39% 52% 5 4 13 58,917 59,500 35% 49% 5 4 14 80,500 79,625 46% 61% 8 6 15 80.500 79,625 41% 54% 8 6 16 80.500 79,625 41% 54% 8 6 17 80,500 79,625 38% 51% 8 6 18 80,500 79,625 38% 51% 8 6 19 80,500 79,625 36% 48% 8 6 20 80,500 79,625 36% 48% 8 6 21 80,500 79,625 35% 46% 8 6 22 80,500 79,625 33% 43% 8 6 23 80,500 79,625 33% 43% 8 6 24 80.500 79,625 31% 41% 8 6 25 80,500 79,625 30% 4O% 8 6 26 86.667 82,500 30% 38% 9 7 27 86.667 82.500 26% 33% 9 7 28 86,667 82,500 26% 33% 9 7 29 86,667 82.500 26% 33% 9 7 30 86.667 82.500 26% 33% 9 7 31 86.667 82.500 26% 33% 9 7 32 86,667 82,500 26% 33% 9 7 33 86,667 82,500 26% 33% 9 7 34 86,667 82.500 26% 33% 9 7 35 86,667 82,500 26% 33% 9 7 36 86,667 82,500 26% 33% 9 7 37 86.667 82,500 26% 33% 9 7 38 86.667 82.500 26% 33% 9 7 39 86,667 82.500 26% 33% 9 7 40 86.667 82,500 26% 33% 9 7 41 86.667 82.500 26% 33% 9 7 42 86.667 82.500 26% 33% 9 7

Confidential December1999

STARS0031109 "Typical" Office Profit Contribution at Maturity

STARS0031110 mvCFO Typical Office Contribution

Teams ManagingCSD Director CSDirector 5 Specialty Director TOTALOFFICE 7 Total Total Total Total .REVENUE Traditional ServiceRevenue 2,500,000 2,500,000 15,000,000 SpecialtyRevenue from SpeciallyDirector Clients 3,000,000 3.000.000 Specialtyrevenue / CSDclients unshared Specialtyrevenue / CSclients I Shared 1,500,000 1,500,000 9,000,000 9.000,000 9,000,000 4rO00,O00 4r000,000 3rOOOrO00 27,000~000 EXPENSES Direct Compensation: GeneralSalary # Staff # Staff S~ff # Staff Director 300,000 1 375,000 1 300,000 2 600,000 8 2,400,000 Sr. Manager 150,000 2 300,000 2 300,000 1 150,000 13 1,950,000 Manager 100,000 2 200,000 2 200,000 1 100,000 13 1,300,000 Senior 75,000 2 150,000 2 150,000 1 75,000 13 975,000 Staff / Para 50,000 1 50,000 1 50.000 0.5 25,000 7 325,000 Admin 40,000 1 40.000 1 4O,000 1 40,000 7 280,OOO 9.0 1,115,000 28% 9.0 1,040,000 6.5 990,000 33% 60.5 7,230,000 27% Incentive compensation TraditionalServices 10% 250,000 10% 250,000 10% 300.000 1,800,000 SpecialtyServices 5% 75,000 5% 75,000 5% 450,000 900,000 InvestmentServices, current clients 5% 16,667 5% 16,667 100,000 341,667 9% 341,667 9% 750,000 25% 2,800,000 10%

TEAMDIRECT COMPENSATION 1,456,667 36.4% 1,381,66734.5% 1,740,000 58.0% 10,030,000 37.1% Officestaff Newclient coordinator 1 50,000 Office Manager 1 50.000 Receptionist 1 40,000 140,000 TOTALDIRECT COMPENSATION 1,456,667 1,381,667 1,740,000 10,170,000 37.7%

Employeetaxes andbenefits Payroll Taxes 7.5%of comp 109,250 103.625 130,500 762.750 Insurance 3,000per yr per staff 27,000 27,000 19,500 190,500 Training 10,000($5k non-profsnl) 85,000 85,000 60,000 585,000 2.2% 221,250 215,625 210,000 1,538,250 5.7% Rent $5x 12x250’ per person 135,000 135,000 97.500 952,500 3.5% Recruitlng fees Treat as one time start-up expense Olherdirect costs 15.0% ofcomp 218,500 207,250 261,000 1,525.500 5.7%..: i AccountingServices I0.0% of revenue 400,000 400,000 300,000 2,700,000 10.0%i’:

PFSOverhead (CO0, division finance & admin, etc.) 25,000 25,000 25,000 175.000 0.6%.e=- ’:

Total Direct Expenses 2v456r417 61% 2,364t542 59% 2~633,500 88% 17,061,250 63%

Contribution 1r543r583 39% I r635r458 41%! 366,500 12"/.~i 9,938,750 37% Confidential December1999

STARS0031111 Online Services 2002 - 2004 ¯ Revenue and Market Penetration Assumptions ¯ Monthly Revenue Ramp-up

STARS0031112 myCFO Online Services Revenue

~;1-~;5million ~;.1-,~1 million TOTAL

Population,# of households 6,000,000 35,000,000 Marketpenetration in 3 years (year5 after startingin yr 3) 2.00% 2.00% Customers,end of period 120,000 700,000 820,000 Assume0.25% market penetration at endof yr 1, 1.0%at endof yr 2, 2.5%at endof yr 3, then revenue growsat 1%per month Monthly revenue per customer $ 150 $ 17.50 $ 37 Total Monthlyrevenue $ 18,000,000 $ 12,250,000 $ 30,250,000

Runrate endof year 1 1,800,000 1,225,000 Runrate endof year 2 7,200,000 4,900,000 Runrate endof },ear 3 18,000,000 12,250,000 Revenueby Month Berlin January2002 ~;1-,~5 million ~;.1~1 million TOTAL Month1 $ 75,000 $ 51,042 $ 126,042 Month2 $ 225 000 $ 153,125 $ 378,125 Month 3 $ 375 000 $ 255,208 $ 630,208 Month 4 $ 525 000 $ 357,292 $ 882,292 Month 5 $ 675 000 $ 459,375 $ 1,134,375 Month 6 $ 825 000 $ 561,458 $ 1,386,458 Month 7 $ 975 000 $ 663,542 $ 1,638,542 Month 8 $ 1,125,000 $ 765,625 $ 1,890,625 Month 9 $ 1,275,000 $ 867,708 $ 2,142,708 Month 10 $ 1,425,000 $ 969,792 $ 2,394,792 Month11 $ 1,575,000 $ 1,071,875 $ 2,646,875 Month12 $ 1,725,000 $ 1,173,958 $ 2,898,958$ 18,150,000 Month13 $ 2,025,000 $ 1,378,125 $ 3,403,125 Month 14 $ 2,475,000 $ 1,684,375 $ 4,159,375 Month 15 $ 2,925,000 $ 1,990,625 $ 4,915,625 Month 16 $ 3,375,000 $ 2,296,875 $ 5,671,875 Month 17 $ 3,825,000 $ 2,603,125 $ 6,428,125 Month 18 $ 4,275,000 $ 2,909,375 $ 7,184,375 Month 19 $ 4,725,000 $ 3,215,625 $ 7,940,625 Month20 $ 5,175,000 $ 3,521,875 $ 8,696,875 Month21 $ 5,625,000 $ 3,828,125 $ 9,453,125 Month 22 $ 6,075,000 $ 4,134,375 $ 10,209,375 Month 23 $ 6,525,000 $ 4,440,625 $ 10,965,625 +400% Month 24 $ 6,975,000 $ 4,746,875 $ 11,721,875 $ 90,750,000

Confidential December1999

STARS0031113 myCFO Online Services Revenue

~;1~5 million ~.1~1 million TOTAL Month25 $ 7,650,000 $ 5,206,250 $ 12,856,250 Month26 $ 8,550,000 $ 5,818,750 $ 14,368,750 Month27 $ 9,450,000 $ 6.431,250 $ 15,881.250 Month28 $ 10,350,000 $ 7,043,750 $ 17,393,750 Month29 $ 11,250,000 $ 7,656,250 $ 18,906,250 Month30 $ 12,150,000 $ 8,268,750 $ 20,418,750 Month31 $ 13,050,000 $ 8,881,250 $ 21,931,250 Month32 $ 13.950,000 $ 9,493,750 $ 23,443,750 Month33 $ 14,850,000 $ 10,106,250 $ 24,956,250 Month34 $ 15,750,000 $ 10,718,750 $ 26,468,750 Month35 $ 16,650,000 $ 11,331,250 $ 27,981,250 + 180% Month36 $ 17,550,000 $ 11,943,750 $ 29,493,750 $ 254,100.000 Month37 $ 18,000,000 $ 12,250,000 $ 30,250,000 Month38 $ 18,180,000 $ 12,372,500 $ 30,552,500 Month39 $ 18,361,800 $ 12,496,225 $ 30,858,025 Month40 $ 18,545,418 $ 12,621,187 $ 31,166,605 Month41 $ 18,730,872 $ 12,747,399 $ 31,478,271 Month42 $ 18.918,181 $ 12,874,873 $ 31,793,054 Month43 $ 19,107,363 $ 13,003,622 $ 32,110,985 Month 44 $ 19,298,436 $ 13,133,658 $ 32,432,094 Month45 $ 19,491,421 $ 13,264,995 $ 32,756,415 Month46 $ 19,686,335 $ 13,397,645 $ 33,083,979 Month47 $ 19,883,198 $ 13,531,621 $ 33,414,819 +51% Month48 $ 20,082,030 $ 13,666,937 $ 33,748.967 $ 383,645,716 Month49 $ 20,282,851 $ 13,803,607 $ 34,086.457 Month50 $ 20,485,679 $ 13,941,643 $ 34,427,322 Month51 $ 20,690,536 $ 14,081,059 $ 34,771,595 Month52 $ 20,897,441 $ 14.221.870 $ 35,119,311 Month53 $ 21,106,416 $ 14,364,088 $ 35,470,504 Month54 $ 21,317,480 $ 14,507,729 $ 35,825,209 Month55 $ 21,530,655 $ 14,652,807 $ 36,183,461 Month56 $ 21,745,961 $ 14,799,335 $ 36,545,296 Month57 $ 21,963,421 $ 14,947,328 $ 36,910,749 Month58 $ 22,183,055 $ 15,096,801 $ 37,279,856 Month59 $ 22,404,885 $ 15,247,769 $ 37,652,655 +13% Month60 $ 22.628.934 $ 15,400,247 $ 38,029.181 $ 432.301.596

Confidential December 1999

STARS0031114 Online Services Contribution Margin

STARSO031115 mvCFO Online Business Pro Forma Contribution 2002-2004

2002 2003 2004

Online REVENUE($000) $ 18,150$ 90,750$ 254,100

DirectCosts 30%of revenue $ 5,445$ 27,225$ 76,230

SalaryExpense ° $ 3,429$ 9,446$ 18,017 Occupancy $ 1,052$ 2,141$ 3°202 Otherexpenses - load factor 33%of compens $ 1,132$ 3,117$ 5,946 Depreciation $ 170 $ 544 $ 1,185 IncrementalExpenses ($000) $ 11,228$ 42,473$ 104,579

Pretaxprofit contribution $ 6,922$ 48,277$ 149,521 38% 53% 58.8%

" Year-endHeadcount 103 236 424

Confidential December1999

STARS0031116 MEMORANDUM OF TERMS FOR PRIVATE PLACEMENT OF SERIES B PREFERRED STOCK OF myCFO, INC.

February 2, 2000

This memorandumsummarizes the principal terms of the Series B Preferred Stock financing of myCFO,Inc. (the "Preferred Stock Financing").

Offering Terms:

Issuer: myCFO, Inc., a Delaware corporation (the "Company").

Securities to be Issued: Series B Preferred Stock (the "Preferred Stock").

Aggregate Proceeds: Approximately $50 million

Valuation: "Pre-money" valuation of $500 million (or $5.52 per share post split)

ExpectedInitial Closing Date: February__,2000

In vestors: Subject to compliancewith federal and state securities laws, the Companyanticipates raising this round of capital from a small group of top tier investment institutions that will be the Company’sfirst formal alliances. Such alliances contemplate working closely together to serve the best interests of our clients, employees and businesses and establishing links to provide integrated electronic information. The term of these relationships shall be at least 5 years, through whichthe investors will maintain a significant stake in the Companyand will not invest in a competitor of the Company.Existing investors have participation rights but will accommodatethe needs of new investors. Termsof the Series B Preferred Stock

Dividends: Annual $0.55 per share dividends, payable whenand if declared by the Board of Directors. Dividends are not cumulative. No dividends shall be paid to the Common Stock until all dividends for such year have been

STARS0031117 What we do At myCFO,our expert advisors and cutting-edge technology combineto bring the best and most comprehensivewealth services. These personalized services put you in control of all your financial affairs - leaving you free to focus on whatyou enjoy mostin life. And, myCFOonly provides wealth services, so our strategies are completely unbiased and in your best interest.

The personal touch Your personal myCFOClient Service Director will work closely with you to understand your background,your concerns and your goals. Our Client Service Directors, all with more than a decade of expertise, have a wide range of wealth managementbackgrounds. Our Professional Services offering includes secure transfer of wealth to loved ones to smart ways to minimizeyour taxes.

The high tech power Throughthe power of the Internet, myCFOis pioneering new On-LineServices that are both secure and in real time. Today, you can view customizable expense reports and pay bills with our new ExpenseManger. Andour Investment Center, a great way to see a snapshot of your completefinancial picture, will be available soon.

What we do By combiningexpert advisory services and cutting-edge technology, myCFOdelivers the best and most comprehensivewealth services. These personalized services put you in control of all your financial affairs - leaving you free to focus on what you enjoy mostin life. Because myCFOonly provides wealth services, our strategies are completely unbiased and alwaysin your best interest.

Personalized services Your personal myCFOclient service director will work closely with you to understand your background,your concerns, and your financial goals. Our advisors, each with more than a decade of experience, specialize in a wide range of wealth managementfields. The professional services they offer range from strategic tax preparation to long-term investment planning.

Innovative technology By harnessing the power of the lnternet, myCFOhas developedsecure, real-time online services. Today, our clients can pay bills and view customizableexpense reports using our ExpenseManger. Our Investment Center, which will provide clients instant access to their wealth across multiple institutions and investments, will be available soon.

STARS0031118 0

declared and paid on the Preferred Stock, and then such dividends on the CommonStock shall not exceed the dividends on the Preferred Stock unless the amount is also paid to the Preferred Stock on an as-converted basis.

Liquidation Preference: Equal ranking with the Series A except that the Series B would have a proportionately higher dollar value liquidation preference based uponits higher share price. In the event of any liquidation or winding up of the Company(including a merger, reorganization or other transaction in which more than 50%of the outstanding securities of the Companyare transferred), the holders of the Preferred Stock shall be entitled to receive in preference to the holders of the CommonStock, an amount equal to the sum of (a)the original purchase price plus (b) all declared but unpaid dividends on such shares. The balance of the proceeds shall be paid to the holders of the CommonStock.

Conversion: Convertible into one (1) share of CommonStock (subject to antidilution adjustment) at any time at the option of the holder. Automatically converts into CommonStock upon (i)the consummation of underwritten public offering with aggregate proceeds in excess of $10,000,000at a price per share greater than $6.00 per share (as adjusted for stock splits, stock dividends, recapitalizations and the like) or (ii) the vote of a majority of the then-outstandingshares of Preferred Stock, voting as a single class.

Antidilution Adjustments: Conversion ratio adjusted on a weighted average basis in the event of an issuance below the Preferred Stock price. The issuance to the following will be excluded from the conversion ratio adjustment: (i) officers, directors and employeesor consultants of the Company and (ii) to persons or entities in connection with equipmentfinancing, sponsored research, collaboration, technology licensing, development agreement or any other strategic partnerships or mergers or acquisitions approved by the Board of Directors. Proportional adjustmentsfor stock splits and stock dividends.

Voting Rights: Votes on an as-converted basis, but also has class vote as provided by law and on (i) the creation of any senior or pari passu security, (ii)any change to the rights, -2-

STARS0031119 preferences and privileges of the Preferred Stock, (iii) any transaction in whichcontrol of the Company transferred, (iv) increase or decrease the total number authorized Preferred Stock, and (v) declare or pay any dividend.

Termsof Preferred Stock Purchase Agreement

Representations and Warranties: Standard representations and warranties by the Company.

Termsof Stockholder Rights Agreement

Registration Rights: (a) Beginning six (6) months after the Company’s first registered public offering of its stock, one (1) demandregistration upon the initiation by holders of at least 50%of the Preferred Stock for aggregate proceeds in excess of $10,000,000. Registration expenses paid by Company.

(b) Unlimited piggyback registration rights subject to pro rata cutback at the underwriter’s discretion. Registration expenses paid by Company.

(c) Two (2) S-3 Registrations of at least $1,000,000, each upon initiation by holders of Registrable Securities equal or convertible in the aggregate to at least 2% of the outstanding Common Stock. Notwithstanding the foregoing, the Company shall not be required to effect more than one S-3 registration in any twelve (12) month period. Registration expenses paid by Company.

After the Closing Date, the Companyshall not grant registration rights unless (i) such newregistration rights are on a pari passu basis with those rights granted hereunder or (ii) such new registration rights are subordinate to the registration rights granted hereunder.

Registration rights terminate at such time as a public market for the Company’scommon stock exists and all -3-

STARS0031120 J

Registrable Securities held by such holder maybe sold within a three (3) monthperiod pursuant to Rule 144.

Right of First Offer: Each Investor purchasing in this round shall have a right, based on its ownership of Preferred Stock, to participate in subsequent equity financings of the Company to maintain such Investor’s percentage ownership of Preferred Stock of the Companyon a fully diluted basis (subject to customaryexclusions).

Founders’ Restrictions on Transfer: The holders of Preferred Stock will have a right of first refusal and, if such right is declined, a right to participate pro rata in transfers by the Founders for value (subject to customary exclusions). Such right shall terminate on the IPO.

Co-Sale Right: Each Investor purchasing in this round shall have a right, based on its ownership of Preferred Stock, to participate in any sales of stock by the Founders (subject to customary exclusions). Such right shall terminate on an IPO.

Advisory Committee: Uponthe closing of the Preferred Stock Financing, the investor will have the right to participate on the Advisory Committee which would interact with the Boardof Directors, managementand its advisors.

Other Matters

Closing Conditions: Closing subject to negotiation of definitive legal documents and completion of legal and financial due diligence by Investors.

Publicity All parties wouldhave the right to publicize the fact of the investment.

Legal Counsel Counsel to the Company: Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, California 94304-1050 Phone: 650-493-9300 Fax: 650-493-6811 Attn: LarryW. Sonsini, Esq. John T. Sheridan, Esq.

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