LTBX Executive Summary 2010

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LocalToolbox Proposal for XXXXXXXX12/2/09

About LocalToolbox

1. Who is LocalToolbox? LocalToolbox is the leading provider of cost-effective,uniquely branded web portals. Our Affiliates benefit from retained client loyalty

by offering them distinctive local content targeted to their market mixed withwide-ranging national content, including news, classifieds, photos and video. Atthe core of our product is an easy-to-use, web-based publishing system that allowsus to quickly recruit local content partners and edit user-generated content on your

behalf to publish on the portal.

2. Where did we come from? - The concept of LocalToolbox was first born out of the online newspaper business in 1994 and was translated to a portal platform for cable operators as part of the ISP Channel in 1998. ISP Channel, which provided

back-end provisioning to get cable operators into the Internet connectivity

business, ceased operations by the end of 2000, during the crash of the dot-coms. At that time, the LocalToolbox portal software platform was spun out tocontinue offering the portal service to telecommunications companies across theU.S.

3. Who are we now? LocalToolbox now operates more than 800 community portals in nearly every state. We host portals for 55-plus telecommunicationscompanies in the U.S. and the Caribbean. Since we pride ourselves on customer service, we are happy to let our prospective clients talk to our existing affiliates.

4. Where are we going? In 2007, LocalToolbox officially launched its nextgeneration of portal software (LocalToolbox 3.0) and is presently (2009) rollingout its latest version (LocalToolbox 4.1) to affiliates, adding such cutting-edgetechnology as Ajax to facilitate drag and drop personalization, all-new RSSreader technology, a new Fox News video player, a fully customized video Player featuring Reuters news video and locally generated video, and completelyinteractive user-generated local content. While historically, much of LocalToolboxs focus has been getting local content partners (schools, chambersof commerce, non-profit groups, etc.) to publish through its web-based publishingtools, we have begun to broaden that focus to include user-generated content.Our mission of engaging the community with compelling national content andfeatures, wrapped around a core of true Local content, has never changed. But themethods by which we achieve that goal are constantly being updated and revisedalong with the software platform.


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LocalToolbox Portal Features

1. Local Content LocalToolbox specializes in finding and retaining local content partners, such as schools, chambers of commerce, local clubs, media outlets andcommunity members that are featured in the local section of our Todays NewsModule (see image 1).

Image 1

2. Content Gathering LocalToolbox gets local content through a combination of online publishing and harvesting features:

a. Publishing We use a set of web-based publishing tools (see Image 2)that can easily be accessed from the first page on the portal. The toolsallow selected members of each community to have publishing rights onthe portal, as well as allowing anyone in the community the ability to poststories, photos, articles, classified ads and videos to the community sectionof the portal. The video tool allows users to imbed third-party (YouTube,etc.) videos to be viewed by others in the community. Local content

partners (schools, chambers, etc.) are hand-picked by LocalToolboxand/or its affiliates in each community and have access to publish live onthe portal. In addition to the approved local content partners, anyone in thecommunity can contribute stories, photos, classified ads and calendar


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events to the portal. Those submissions or user generated content arethen queued until approved by the site administrator (LocalToolbox editor or affiliate) for publishing.

Image 2

b. The Method Regular contributors of user generated content through the publishing tool can be tracked and later recruited to become official localcontent partners. Once approved as a local content partner, they areallowed to bypass the editorial queue. We can also turn popular contributions to the portal into a local RSS feed (see Harvesting) to whichother users can subscribe.

c. Harvesting LocalToolbox uses a combination of RSS (Really SimpleSyndication) protocols to receive headlines from local news organizationssuch as newspapers, radio and TV stations. We also have a webharvesting script that allows us to pull headlines from any existing mediawebsite even if they are too small or not yet advanced enough to provide


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RSS feeds. It is no simple task to retrieve data from hundreds of tiny newssources that often change their formats. (see Image 3)

Image 3

3. Local Advertising In addition to local content, LocalToolbox specializes inselling and/or helping its affiliates sell local advertising on the portal (see Image4). We can do it all for you and write you a check at the end of the month, managethe process for your sales teams for a nominal fee, or let you do it all yourself through our online ad tools at no charge. LocalToolbox is also soon releasing avideo ad player in which local TV commercials will be streamed over the portal.

Image 4


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4. User Manager Registered users on the LocalToolbox portal system can login totheir portal and customize their content through drag and drop movement of modules and by adding their own RSS feeds (see Image 5). The user manager allows users to choose from hundreds of RSS feeds available on the web and

quickly add them to their personalized page. Users can also add their own stock quotes to the ticker and add as many weather zip codes as theyd like to havedisplayed on their personalized portal.

Image 5

5. Video Player LocalToolbox offers two primary video player systems: A fully-customizable Reuters News Service/Local Origination video player and a

customized Fox News video player.


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a. Fox News Player - Through our partnership with Fox News,LocalToolbox can customize a Fox News video player (see image 6) onthe portal for each of its affiliates. Users can choose from thousands of videos on dozens of subjects such as news, business, entertainment, music,movies, TV, comedy, games, sports, family, science/technology, etc. The

Video Player appears both on the front page of the portal (see Image 6)and in its full version on an inside Video Channel page (see Image 7).

Image 6 Fox Portal Front Page Version

Image 7 Fox Inside Video Channel Page Version


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b. Reuters News Service Through our partnership with Reuters NewsService, LocalToolbox can customize a Reuters/Local video player (seeimage 8) on the portal for each of its affiliates. Users can choose fromthousands of videos on dozens of subjects such as news, business,

entertainment, music, movies, TV, comedy, games, sports, family,science/technology, etc. The Video Player appears both on the front pageof the portal (see Image 8) and in its full version on an inside VideoChannel page (see Image 9).

Image 8 Reuters Portal Front Page Version

Image 7 Reuters Inside Video Channel Page Version


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c. Local Origination Video Player (available Q1 2010) Integrated withthe Reuters video player is a content management tool that allowsAffiliates to upload their own locally generated content to the video

player. This local video is controlled by the Affiliate and can consist of any video they deem appropriate for the portal, such as customer servicevideos, product demos, local commercials, local sports, etc. This featurewill require the Affiliate to host a custom-built video server on their network and may incur additional fees. LocalToolbox maintains thisserver remotely for the Affiliate, although the Affiliate retains the rights tocontrolling the actual video on the server.

6. Open Platform - The LocalToolbox platform is designed in such a way that wecan integrate just about any content youd like to see on your portal. We have

numerous pre-negotiated deals with content companies such as Google, TVGuide, Tribune Media Services, Associated Press (see Image 10), Fox News andseveral more, but you are not obligated to use any of these partners. We believethat choice is a good thing. If you can find a content partner you like better, wewill work with your partner to give your users the best experience possible on the

portal.

Image 10


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7. Search LocalToolbox uses Google for search (see Image 11). LocalToolboxtypically passes up to 80% of the revenue generated by search back to our affiliates. We believe that our affiliates should be able to generate substantialrevenue from search, often as much as 25-35 cents per subscriber. Additionally,

LocalToolbox takes a direct feed of search results from Google. This allowsLocalToolbox to display search results directly on the portal (see Image 12),instead of sending your customers away to Google. Displaying search results onthe portal allows us to keep visitors inside the portal and expose them other typesof local advertising and links to other features in the portal.

Image 11

Image 12

8. Mobile Platform The newly released mobile platform (see image 13) connectscustomers to the community portal even when theyre not at their computer.

Customers can now post and browse local news, classified ads, photos and eventsright from their phone, PDA or other mobile device. The mobile platform alsoallows them to search with Google.


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Image 15

Image 16


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Pricing and Product Descriptions

Attached here are the portions of the LocalToolbox contract below (Exhibits 1 & 2) that

specifically deal with pricing:Exhibit 1

LocalToolbox Products and Services

Premium/Enterprise Portal:Company shall provide Affiliate with a Portal and tool kit to enable Affiliate to provide andenable localized content to Affiliate's customers in a particular location. The Portal shall includeat least the following:

Homepage Modules included in Premium Portal- User Manager (optional) Allows individual users to login and customize portal with

drag and drop and adding RSS feeds- Email Allows users to login to Affiliates email system- Google Search Web search and Top Searches- Todays News (Associated Press news) Animated Flash module- Services Links into Services Channel page for company information- Promo Links to company promotional materials- Health Promotes content contained on Health Channel Page- Entertainment News & Videos Promotes content on Entertainment Channel Page, such

as Clever Media games, movie trailers and information, music news and video, TV newsand video

- My Weather Individually customizable weather module- Finance News & Videos Promotes Finance Channel Page- Sports News & Videos Promotes Sports Channel Page- Yahoo! Finance Stock chart and Quotes- Feature Movie Movie promo and link to local show times (only available in areas with

Local License, as outlined below)- National Advertising Module

Channel Pages included in Premium Portal- News: Reuters or equivalent news, photos, video Fox News or Reuters video player - Weather: Localized for market (with or without Local License) and personalizable- Sports: News, video, scores and scheduled games- Finance: News, video, market index, quotes- Entertainment: News, movies, music (player not included), games (Clever Media), TV

news, TV listings (see below)- Video: Fox News or Reuters video player, includes more than 10 video channels- Services: Customizable modules to present company products, services and help

Local License- Local Tab in Todays News module- Local Papers/RSS feeds Tab in Todays News module- Local Channel Page Includes web-based publishing system for Local Content Partner

and User Generated Content publishing to Portal.- Local Calendar - Local Photos- Local Web Cameras- Local Movie Listings within designated zip codes


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- Local Advertising ModuleExhibit 2

LocalToolbox Rates and Fees

Premium Business Portal Rates (includes 10 hours of custom development)Data Subscribers Setup Fee Monthly Fee Local Licenses Included*0-25,999 $750 $750 3

Premium Enterprise Portal Rates (includes 20 hours of custom development)Data Subscribers Setup Fee Monthly Fee Local Licenses Included*26,000-49,999 $1,500 $1,500 550,000-200,999 $3,000 $3,000 5201,000-500,999 $5,000 $5,000 5501,000-1,000,000 $8,500 $8,500 51,000,001+ $12,000 $12,000 5*Add. Local License $225 $225 or 5 for $1,000

Search Revenue - Google- Affiliate Portal or the combination of all Affiliate Portals must generate more than 50,000

page views per month to qualify to receive search revenue.

- Company will issue payment to Affiliate each month based on the total number of pageviews on the Portal(s). Payments are calculated at $3.60 per 1,000 total page views eachmonth.

TV ListingsAffiliate may choose between three TV listings programs:

- TV Guide (Free) I-framed TV Guide grid inside the Affiliate Portal. Grid contains linksto additional TV information that is hosted on TV Guides site.

- Tribune Media Services TMS (Additional Charge) TV listings grid is completely

contained within Affiliate Portal. Links to additional information are also completelycontained within Affiliate Portal.

TMS fees: Monthly Fee Channel Lineups/Grids$600 1-10 headends$850 11-25 headends$1,100 26-50 headends$1,350 51-75 headends$1,800 76+ headends

Hit (Page view) Reporting- Web-based Analytics Tool No charge

Optional Products and Services

Product IntegrationAffiliate reserves the right to negotiate relationships with third-party content providers and ask that they be integrated on the portal. Such integration services may incur additional charges for integration based on the complexity of the service. Such charges, if any, would be quoted byCompany and approved by Affiliate before any such integration work would commence.

DesignUpon mutual agreement, Company will provide Affiliate with additional custom portal designwork at a rate of $175 per hour.


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ServerAll portals are by default hosted by the Company on Companys equipment in Companys datacenter at no additional charge. Should affiliate decide to host the portal itself on its own network in its own facility, Company shall purchase, setup and install a server to host Affiliate's Portal onAffiliates network. Upon installation in the Affiliates facility, title to the server will pass toAffiliate. The fee for Server procurement and installation is $3200 ($1,500 for the server, $1,700for software setup). There is an additional monthly maintenance charge of $250 for non-enterprise affiliates. Should Affiliate provide its own server, Company will charge Affiliate$1,700 for software setup only.

Domain Name ServiceCompany shall procure and host Affiliates preferred domain name (depending on availability of

preferred name) for a fee of $50 per year, due in advance of each years renewal.

LTBX Executive Summary 2010

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