Upsell.com’s Strategic Business Plan is intended to describe the potential of a new merchant solution called White Label Revenue for post transaction sales and payment processing in an online retail environment.

Upsell provides both online and offline turn-key solutions for increasing retailer and call center profits, while allowing businesses to reward their customers with added value discount programs. Our company is a leader in providing broad based consumer values coupled with a strong incentive to join and robust real- time online reporting. Upsell maximizes the partner’s revenues resulting in a profitable post-transactional solution that will fit seamlessly into their current campaigns.

For more information contact:Victoria Smolag | 949.274.7070

Increased Profits. Great Products.

• Based in Boca Raton, FL and Laguna Hills, CA

• Senior Management with over 50 years in direct selling industry

• Company based on quality programs and excellent customer service

• Have enrolled hundreds of thousands of satisfied members

• Company growth based on solid relationships with our client partners

Upsell.com Company Background

• Broad appeal customer focused programs that provide real value to our members

• Program Customer Service provided in-house to maintain high levels of customer satisfaction

• Robust Real-Time Online reporting for all Partners

• High compliance and Integrity levels

• Weekly Wire Payouts

• Willingness to test new approaches and earn Partner business share

• Ability to move quickly; start selling in as little as one week!

• Expertise in Call Center and Online Retailer areas

Why Upsell.com?

Order Calls Customer Service Internet

Response Rate 20% 10% 8%

Commission To Client Per Profinity $18.00 $18.00 $18.00

Commissions Paid Per 100,000 Presentations $400,000 $200,000 $160,000

Profinity Telemarketing and Internet Partner Results

Upsell.com

Assumptions:•1000 Sales

• 2.5 Months Average Life Time of Customer• Billing at $19.82 per product

$19.82 x 2.5 months = $49.55 x 1000 Sales = $49,550 less 20% mgmt fee =

$39,640 Profit

Profinity

Assumptions:• 1000 Sales

• $18 Bounty per Sale

1000 Salesx $18 Bounty

$18,000 Profit

Bounty Comparison

$18,640 in additional profit with Upsell.com program!

Created for individuals, couples, and families who enjoy saving money, Value Club Save provides members with a variety of shopping discount opportunities that are guaranteed to deliver significant savings and affordable prices.

Program Benefits

DIscounts on shoPPInG From clothing and electronics to books and bedding, save up to 50% on the things they buy every day at thousands of participating brands – both in-store and online. Best of all? There’s no limit to how much you can save.

DIscounts on health anD Beauty Pamper both body and mind with savings on hair styling, day-spa packages, cosmetics, gym memberships, fitness equipment and much, much more.

DIscounts on automotIve servIces Members save on everything from oil changes and tune-ups to major re-pairs and bodywork.

Savings Areas

• Electronics• Clothing• Books, DVD’s, CD’s• Bedding• Day Spas• Salon’s & Hair Styling• Cosmetics• Gym Memberships• Automotive

$19.95 per monthWebsite: www.ValueClubSave.com

DinnerClubSave members enjoy up to 50% off at thousands of dining locations nationwide. From pizza and burgers to the finest in French cuisine, DinnerClubSave offers an incredible range of tasty savings for everyone. Members also receive save big on movie tickets and DVD rentals.

Program Benefits

DIscounts at restaurants Members save up to 50% at thousands of restaurants and movie theaters from pizza and burgers, to the finest in French cuisine, the Dinner Club Save offers an incredible range of tasty savings and movie discounts for everyone.

movIe DIscounts Members enjoy “star treatment” with big savings on movie tickets and DVD rentals. With Access, members get to enjoy the big screen at a small price.

$19.95 per monthWebsite: www.DinnerClubSave.com

Get Unlimited Long Distance Calling anywhere in the US, Canada & Puerto Rico from your home phone! Unlimited State-to-State Long Distance Plan. ValueLDSave.com toll free calling card provides you unlimited Long anywhere within the United Slates from your home telephone, with the peace of mind knowing that your minutes will never run out.

Your Unlimited Long Distance Services and Features Include:

• No per-minute charges;

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• NOW INCLUDES INTERNATIONAL CALLS To selected countries including Canada and Puerto Rico

$19.95 per monthWebsite: www.ValueLDSave.com

Easy to Use

Just dial the 800 number provided on your card. It’s really that easy! No other numbers to dial or special PIN codes to put in. no need to recharge your minutes, no con-nection charges, or restrictions on when or where in the United States you can call. And remember, because you don’t switch your long distance Carrier or services .there is absolutely NO RISK! We’re sure you will en-joy the savings and peace of mind knowing that your long distance costs are now under control because they are.

For discount prescriptions, cheap generic drugs, and fast home delivery of your prescriptions, Elite PDM is the answer. We partner with US licensed pharmacies and all of our medications come US sources, so you can be sure that your online prescriptions are filled safely, accurately, and quickly. Our pharmacy uses only the highest quality FDA approved brand name prescription products and low cost generic drugs. With easy online ordering, our online discount pharmacy will replace your trips to the local drug store without skimping on reliable customer service.

$19.95 per monthWebsite: www.ElitePDM.com

Save On:• Prescriptions• Diabetics• Vitamins• Diet and Nutrition• Personal Care• Remedies• Fragrance and Beauty• Pet Center

Prescription CVS Drugstore.com ElitePDM

Zocor Generic - Simvastatin 20mg $144.99 $73.97 $39.77

Neurontin Generic - Gabapentin $557.96 $209.98 $119.99

Atenolol 50mg $16.19 $17.99 $11.77

Free yourself from expensive phone bills with voip. Voip uses your high speed Internet connection to replace your phone lines. You use your normal phone just like you’ve always done. When you pick up the phone, you hear a dial tone. When someone calls, the phone rings. What’s different? Voip includes local, long distance, great features, and more in one low flat fee. All inclusive service, one low monthly fee.

unlimited monthlyUnlimited calls to the US, Canada & PR with low and convenient monthly payments. Voicemail & Softphone included. Your first Month is FREE!

Get a 2nd line on your mobile Phone! First month Free!A small application download adds a second line of your choice to your cell phone. It’s really that simple! By adding a second number to your mobile phone, Voip’s Mobile Line 2 enhances your existing cellular service. By adding an additional number, you can screen calls, keep your cell phone number private (even when using it to call people), and provide your public or private life with enhanced Voip features and voicemail. Plus, even if you change cellular providers, you won’t have to change your Voip number!

Adding a second number to your mobile phone is easy!

• Pick your new number

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Daily sales file view

6 Files Loaded

name Date orders Pending Processed errors approved Declinedcc avs By

systemreordertoo soon

approved ratio

file a 8/29/2008 9:30 119 0 118 1 102 14 0 0 2 86%

file b 8/29/2008 9:20 122 0 121 1 91 13 14 0 3 75%

file c 8/28/2008 10:02 136 0 136 0 121 12 2 0 1 89%

file d 8/29/2008 9:53 141 0 141 0 116 6 17 0 2 82%

file e 8/27/2008 10:56 125 0 124 1 107 13 1 1 2 86%

file f 8/27/2008 10:51 133 0 132 1 110 0 19 1 3 83%

Upsell.com Online Real Time Reporting

Week Files total orders

total approved

total Declined

Declined other

renewal 1st

renewal 2nd

charge Backs returns canceled approval

Percent

8/17/2008 4 2,046 1,707 868 406 462 332 0 0 0 83.43%

8/10/2008 8 4,489 3,645 1,958 1,215 743 744 0 0 0 81.20%

8/3/2008 10 4,387 3,674 1,261 667 594 681 0 0 107 83.75%

7/27/2008 12 9,318 7,149 3,159 1,537 1,622 1,960 0 9 229 76.72%

7/20/2008 2 438 345 166 73 93 129 40 0 115 78.77%

7/13/2008 10 6,101 4,628 2,315 1,037 1,278 1,447 628 3 0 75.86%

7/6/2008 10 5,907 5,108 2,000 1,091 909 1,515 613 0 0 86.47%

6/29/2008 8 4,366 3,730 1,103 747 356 982 406 7 0 85.43%

6/22/2008 6 5,335 4,286 1,049 724 325 1,577 540 21 0 80.34%

6/15/2008 6 5,501 4,331 1,170 856 314 1,586 593 22 0 78.73%

6/8/2008 2 1,866 1,451 415 250 165 628 233 2 0 77.76%

total 78 49,754 40,054 15,464 8,603 6,861 11,581 3,053 64 451 80.50%

Weekly Sales View

• Determine Programs and Channels

• Execute Agreement

• Approved scripts / creative to partner

• Set Up data transfer process

• Marketing Start – Start earning in as little as one week!

Next Steps