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TWO’S COMPLEMENT, LLC THE VIEWSENDER PATH AND PROMISE BUSINESS PLAN VERSION 1.11 - JUNE 2009 Contact Information: Owner: Two’s Complement, LLC Website: www.TwosComplementLLC.com Contact: Scott Deaver

€¦  · Web view1.1: Introduction. The business concept described in this business plan is based on . ViewSender. software. “ ViewSender ” is the family …

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June 18, 2009

[The Viewsender path AND PROMISE]

[The Viewsender path AND PROMISE]

June 18, 2009

Twos Complement, LLCThe ViewSender path And promise

Business PlanVersion 1.11 - June 2009

Contact Information:

Owner:Twos Complement, LLC

Website:www.TwosComplementLLC.com

Contact: Scott Deaver

Address:3225 Woodland Park Drive #282

Houston, Texas 77082-7636

Telephone:832.889.5089

E-mail:[email protected]

Cover page

Notice and disclaimer

This document contains confidential and proprietary information belonging exclusively to Scott Deaver and Twos Complement, LLC. Note: This is a business plan only. It does not imply or propose a sale or offering of Securities.

Copy Number ___

Disclosure Statement

The information presented in this document has been prepared to provide information to potential investors or other interested parties in order to familiarize them with the business concept, organizational details, and future prospects as defined herein.

Information contained herein is sensitive and confidential and is solely intended for the purpose of evaluating the company for future possible investment consideration. The information contained herein shall be treated as Confidential and Proprietary in nature.

By accepting receipt of this document the recipient agrees not to disclose, reproduce, or distribute this information, in whole or in part, to any other person or entity without the prior written permission of Twos Complement, LLC management.

__________________________________________________________________________ ________________________

Name (typed or printed) Date

__________________________________________________________________________

Signature

Table of Contents

Notice and disclaimer2

Disclosure Statement3

1: Executive Summary9

1.1: Introduction9

1.2: The Market Opportunity9

1.3: The Business Concept10

1.4: Product Capabilities and Applications10

1.5: The Management Team11

1.5.1: Other Team Members11

1.6: The Competition12

1.7: Sales/Revenue Projections12

1.8: Critical Project Milestones13

1.8.1: Milestone #113

1.8.2: Milestone #213

1.8.3: Milestone #313

1.8.4: Milestone #413

1.8.5: Milestone #513

1.8.6: Milestone #613

1.8.7: Milestone #713

1.8.8: Milestone #813

1.8.9: Milestone #913

1.9: Capital Requirements13

1.10: Purpose and Use of Funding13

1.11: Payback/Exit Strategy13

1.12: Summary of Key Factors for Investor Consideration14

2: Company Description14

2.1: Legal Structure14

2.2: Company Background Information15

2.3: Key Management Operating Principles and Business Practices16

2.3.1: Financial Monitoring16

2.3.2: Monitoring of Business Operations16

2.3.3: Employee Training and Performance Monitoring16

2.3.4: Monitoring Progress and Accomplishment of Business Goals16

2.4: Strategic Business Partnership Alliances17

3: Products & Services17

3.1: Product Overview17

3.2: Product Descriptions and Pricing17

3.3: Product Pricing Rationale18

3.4: Product Description18

3.4.1: A Note about Included Agents19

3.5: Future Enhancements20

3.6: Services We Will Offer22

3.7 Names and Domains23

4: Marketing Plan24

4.1: Marketing Consumer Products24

4.2: Marketing Commercial Products27

4.3: Distribution Through Normal Retail Outlets29

4.4: Brick-and-Mortar Sales and Service29

4.5: Franchising30

4.6: Acquisition and Exploration30

5: Operational Plan, Management and Organization30

5.1: The Business Model30

5.2: e-Commerce31

5.3: Limited Upfront Costs Option31

5.4: Software Wrapper, Merchant Services and Shopping Cart Option32

5.5: Product and Services Licensing32

6: Financial Plan33

6.1: Expenses, Sales and Profit Goals33

6.1.1: First Year33

6.1.2: Second Year35

6.1.3: Third Year37

6.1.4: Fourth Year39

6.1.5: Fifth Year39

6.2: How We Calculated The Numbers40

6.2.1: Development Project Plan40

6.2.2: Expenses40

6.2.3: Sales goals41

slut

An ugly word a word you dont ever want to see on your teenagers computer screen.

But if its there, wouldnt you want to know about it?

iEavesdrop tells you when words like this are viewed by your children on a computer whether they are off-line, on-line, or just looking at a picture on a CD.

I love my kid

iEavesdrop.

Learn more about iEavesdrop and how it works at www.iEavesdrop.com.

1: Executive Summary1.1: Introduction

The business concept described in this business plan is based on ViewSender software.

ViewSender is the family name chosen for a group of products and services built on a number of proprietary technologies to supervise the use of computers in ways and for purposes never before imagined. ViewSender technologies can serve the needs of both consumer and commercial customers. Just a few of its capabilities include:

Automated, high-quality, alarm-based monitoring of on-line and off-line computer activities of children, the elderly, and the at-risk by parents and caregivers;

Encouraging and validating trust relationships between employees and their employers to promote working from home where circumstances permit, augmenting productivity, employee job satisfaction, and associated cost savings often not seen in typical work place environments;

Fully-automated and highly-adaptive event-sensitive computer user monitoring for use in small business, corporate, governmental, and institutional environments without requiring any additional staffing;

Text extraction and pre-filtering from any element of a computer screen, including graphical and non-text sources; and

Extremely compressed, high-quality proprietary transmission and storage algorithms and context-sensitive intelligent gathering permit collection of vast amounts of useful, searchable, and valuable information in Spartan formats without overburdening storage capacity or network bandwidth.

The technology is demonstrable now as a proof-of-concept. Our milestones are well-defined and visible, well-distributed, and attainable. In the near future, we will release a broad spectrum of applications built on ViewSender components, in these categories:

Consumer-oriented on-line and off-line security software for families and care-givers;

Employee work-from-home software packages; and

Commercial computer text, image and input monitoring, analysis, and archiving.

1.2: The Market Opportunity

The opportunities afforded by the ViewSender architecture and all its potential implementations are seemingly limitless:

We can foresee its emergence as a trusted staple on family computers for on-line Internet safety, promoted with low-cost or free samplings through programs like Americas Most Wanted, or in cooperation with any number of child-safety websites.

We can imagine ViewSender as the dominant go-to product for mutual-benefit monitoring of work-from-home agreements between employees and employers (an application for monitoring technologies that did not exist until we invented the concept in 2006).

We can easily envision ViewSender as the overwhelming network and computer monitoring choice for schools (testing environments), small business and corporations (work-from-home, discreet employee/contractor monitoring and silent attitude surveys, loss control, pre-emptive problem assessment/mitigation, in-house investigations, performance/efficiency evaluations), and units of government (work-from-home, discreet employee/contractor monitoring, loss control, pre-emptive problem assessment/mitigation, internal and external investigations).

Just one of ViewSenders capabilities extraction of text from anywhere on the screen regardless of source opens the door to an entire sub-industry of analytical tools (some we may wish to develop, and some may be written by partners with tools we provide) for examining the collected text for patterns and trends, research projects measuring human attitudes and behaviors while using a computer, cause-and-effect analysis, forensic discovery, workflow analysis, and communication patterns within an organization and between its hierarchal, work unit, geographic and demographic subparts. The opportunities are plentiful.

1.3: The Business Concept

This business plan describes a new and evolving venture which will at first be devoted to the development and exploitation of ViewSender software products. ViewSender software offerings are modeled as seamless collections of very high-quality reconfigurable modules for the flexibility to address multiple market opportunities, future trends, and patterns in the general economic climate. The business is in the very early stages of inception, and that concept of the flexible joining of very high-quality modules to meet changing needs is a fundamental component of this business plan.

1.4: Product Capabilities and Applications

The capabilities of components built on the ViewSender intellectual property can be used to produce a number of superior applications that support family on-line security, corporate awareness and management of social relationships, business loss prevention, loss detection, and loss mitigation, pre-emptive trend and pattern recognition in institutional communications, and disciplinary documentation and investigative data collection for many situations.

We have also created a innovative approach to an modern problem: Using voluntary transparent monitoring via software to promote and validate trust relationships, and leveraging that trust to encourage employees working from home for their employers regularly or on an occasional basis. We believe the barriers to people working from their own homes are rooted in employers' human insecurity, and one of our applications provides a technical means to reduce or eliminate that issue. As a marketing consideration, the positive effects of working from home upon job satisfaction, the environment, employer costs, employee attraction and retention, and resource conservation are well understood. Our products' other uses (family online security, and corporate asset and resources monitoring and protection) are equally well understood.

1.5: The Management Team

Scott Deaver has been a successful software engineer and consultant on leading-edge, innovative, or highly-specialized software for twenty years. He has been successful developing state-of-the-art software in environments as diverse as global Fortune 500 corporations through the smallest of family-owned software-based startups. A listing of the companies for whom he was worked and the nature of the projects he worked on is provided in the Appendix. In addition to his professional career, Mr. Deaver has invented several software technologies on his own, including the applications CodeClip and Caller ID for E-mail (this is the same technology Bill Gates claimed as Microsofts a year after Mr. Deavers patent application was filed).

1.5.1: Other Team Members

At the time of this writing, Mr. Deaver has been solely responsible for the original concepts, the overall design, and the intellectual property and source code embodied by the software. While Mr. Deaver is very comfortable addressing technical matters, he recognizes his limitations of practical experience in other disciplines and is actively seeking other management team members with proven skills and experience in the areas of finance, sales and marketing, business management, graphic arts, Web design, and software development.

To that end, we have received numerous responses to advertisements placed on the Internet, and have selected four outstanding individuals with whom we are actively negotiating working relationships. By skill sets, these include a patent attorney, a marketing specialist, a Web site designer and programmer, and a Windows C++/C# programmer. We hope and expect to bring all four on board shortly (two are currently actively producing work on the Website and on the C# code) and we are aggressively seeking a financial and business expert, an experienced technical and copy writer, and another accomplished Windows C++/C# programmer. We will retain a general business attorney in Houston, Texas with expertise in venture capital agreements to fashion the various business entities and documents necessary to support the venture as described here.

1.6: The Competition

Our competitive analysis addressed several questions we wanted to know what products were out there, what were the capabilities of those products versus ViewSenders capabilities, what share of the market did those products claim, and what was the extent of the market in general. We knew there were no other products that had all of ViewSender's features and capabilities (especially in combination), so we began by searching the Internet using broad keywords that would include some of ViewSenders abilities. We were overwhelmed with listings. We attempted to filter those results by manually comparing each products claims against ViewSender features, and found direct comparisons frustrating and elusive. Ultimately we determined that a product-to-product comparison wasnt useful, in large part because so many of ViewSenders features arent available in other products, and in part because we believe in other applications process was being used in combination with product to achieve what ViewSender products can do by themselves. It also occurred to us that the issues ViewSender can address (notably employee work-from-home and trend/pattern analysis in the workplace using text information extracted from computer screens) arent yet known to be resolvable using a product like ViewSender (and so other products haven't been modified for this purpose). We then turned our attention from the products our customers were using to the more general question of how potential customers were tackling the issue of monitoring computer and network content in the workplace.

1.7: Sales/Revenue Projections

The following projections represent the total annual sales/revenues that could occur as a result of the planned marketing program for the ViewSender suite of applications. Planned continued expansion of uses by different market segments will also be a major factor in the expected growth of sales and revenues.

The expansion in sales as show here, especially when viewed each year as a multiple of the previous years sales, would seem to be unreasonable in any other market segment. However, software doesnt have per-unit manufacturing, labor or distribution costs in the same way that manufactured goods or hourly services do (reproducing the product one million times over the Internet is no more expensive than producing it once). In lieu of traditional costs and as described in the later section, we have budgeted large expenditures for advertising to drive the sales expansions shown here. (Please see the section entitled 6.1: Expenses, Sales and Profit Goals for clarification).

$45,200,026

$4,151,261

$134,252

Year 1

Year 2

Year 3

1.8: Critical Project Milestones

1.8.1: Milestone #1: Obtain requested funding.

1.8.2: Milestone #2: The consumer version of the basic iEavesdrop software bundle passes final testing, and is distributed to shareware sites and our website.

1.8.3: Milestone #3: The pcTelecommute software bundle (with corporate-grade server) passes final testing and is released to our website and to the marketing department.

1.8.4: Milestone #4: The pcOversight Pro software bundle (with corporate-grade server) passes final testing and is released to our website and to the marketing department.

1.8.5: Milestone #5: The pcTelecommute/pcOversight Server Viewer software application passes final testing and is released to our website and to the marketing department.

1.8.6: Milestone #6: The iEavesdrop Amplified software bundle passes final testing and is released to our website and to the marketing department.

1.8.7: Milestone #7: The pcTelecommute Basic software bundle passes final testing and is released to our website and to the marketing department.

1.8.8: Milestone #8: The pcOversight Basic software bundle passes final testing and is released to our website and to the marketing department.

1.8.9: Milestone #9: The iEavesdrop Amplified Server Viewer software application passes final testing and is released to our website and to the marketing department. At this point, all anticipated version 1.0 products have been completed and released for sale or distribution.

1.9: Capital Requirements

We believe operations will require a minimum of $500,000 in outside funding or services-in-kind over the first year, and at minimum another $250,000 in supplementary funding in the early part of the following year to resolve cash-flow issues.

1.10: Purpose and Use of Funding

Capital funding will be used for continued software development and improvements in addition to the completion of the critical milestones indicated in Item 1.8 above.

1.11: Payback/Exit Strategy

Primary consideration will be given to building market value for the company and enhancing the competitive positioning of the ViewSender applications. As part of the current plan, we expect to bring on board talented individuals and experts in the areas of business and asset management, accounting, finance, and marketing to assist in developing a well managed company and business operation. Our ultimate goal is to bring the company to a point where we could initiate an IPO and use the available capital funds to take care of any outstanding debt obligations with our investors. Other suitable options may also be considered.

1.12: Summary of Key Factors for Investor Consideration

The ViewSender business concept as described herein presents a unique and forward looking new technology application for favorable investment consideration because of the following key factors:

ViewSender provides a wide product base it includes an entire suite of products built on a number of proprietary technologies to enable the use of computers in ways and for purposes never before imagined;

ViewSender provides a dynamic market growth opportunity - it can serve the needs of both consumer and commercial customers; and

The ViewSender product line is adaptable and responsive to market needs and opportunities the products are built from reconfigurable modules with the flexibility to address multiple market opportunities, meet future trends, and overcome the challenges of a changing economic climate.

2: Company Description2.1: Legal Structure

Twos Complement LLC is a limited liability corporation, founded in 2008 and located in Houston, Texas, originally formed to represent Scott Deaver as a consultant and contractor to other businesses in the field of Windows software design and development. In consideration for his continuous availability as a consultant, Twos Complement LLC has also provided limited capital and resources towards development of Scott Deavers proprietary software projects, including his current effort, identified as ViewSender in this business plan - Twos Complement has no rights or claims to the ViewSender technology developed by Scott Deaver. To attain the ends envisioned by this business plan, Twos Complement LLC will redirect its mission and resources to the sales and exploitation of ViewSender technologies, products, and services.

Twos Complement LLC will license the ViewSender technology from a second corporation to be formed, tentatively named SourceCrafters LLC. SourceCrafters LLC will have as its primary purposes and functions the licensing of intellectual property, including ViewSender, to third parties at a profit, the protection and extension of the intellectual property, and the creation/attainment of new intellectual property. Scott Deaver will assign, for adequate and on-going consideration, the rights to ViewSender technology exclusively to SourceCrafters LLC. SourceCrafters LLC will offer exclusive multi-year licenses of that ViewSender technology on secure and reliable terms to Twos Complement LLC so that Twos Complement can confidently built a sales and service organization upon those licenses and pay royalties to SourceCrafters from revenues received.

This relationship between the two corporations preserves a basic tenet of the business model of both enterprises: That critical personnel attached early on should share in the equity of the company in order to ensure highly-motivated, high quality work product during the period of time the companies seek funding, and to encourage retention of those people as the organizations become self sustaining. The relationship also avoids potential ethics issues for those partners whose focus is on protecting or extending the intellectual property the interests of the license-holder may be different than those of the licensee. Those employee partners who have intellectual property protection roles will be shareholders in SourceCrafters LLC. Employee partners whose roles involved the exploitation of the license will own shares in Twos Complement LLC. We will retain a local Houston, Texas attorney to incorporate SourceCrafters LLC and to prepare the agreements and other documents necessary to create the framework as described.

2.2: Company Background Information

Applicable background and status information about the Company includes the following:

The ViewSender project has been in development now for over two and one-half years - it is demonstrable now in controlled conditions to a technically savvy audience, and soon will be able to display its ability to consumers as first a beta download and then as shareware. It is not vaporware, has an impressive pedigree and capabilities and the most difficult part of the work has been done;

The ViewSender project has no debt or on-going obligations, is not leveraged in any way, and uses no third-party components requiring licensing or other fees;

The ViewSender project has substantial web resources (more than sufficient to support the initial e-commerce business model) and has reserved domain names to support all of the anticipated product offerings;

Scott Deaver derives a substantial income from his work as a contractual senior software engineer, sufficient to cover ViewSender's basic expenses through the initial business model and completion of the first consumer product (iEavesdrop), if necessary to keep the project going in the absence of venture capital;

We have access to the skills of Scott Deaver himself. A self-confessed workaholic with over twenty years experience specific to Windows software development on PC's, Scott has had a remarkable career with exposure to as wide a variety of industries as you can imagine. His experiences range from building extremely high-performance mission- critical applications for NASA to developing sophisticated business and engineering applications, and everything in-between. Two of those experiences, one involving forensic analysis of hard drive contents for attorneys and another managing video and entrance security for facilities, have played a significant role in some of the design features incorporated into ViewSender;

The software portion of the work remaining to complete all of the contemplated ViewSender products is well within Scott Deaver's technical abilities, and if necessary, he can do the remaining work himself (albeit at severe penalties of time); and

We have been able to attract highly-skilled potential employee partners (currently four in number) and are in the process of negotiating partnership agreements with each.

2.3: Key Management Operating Principles and Business Practices

A primary feature of the management approach for this business is to ensure that the management controls described in the following sections are implemented and practiced on a regular basis.

2.3.1: Financial Monitoring

We will ensure that financial monitoring of our operating expenses and cash flow is accomplished on a regular basis. Any discrepancies or irregularities that are found will be promptly corrected and steps taken to ensure that they do not occur again.

2.3.2: Monitoring of Business Operations

We will continue to look at each important area of our daily operations and look for ways, in which we can improve, especially in our daily contact with customers and the quality of services that we deliver.

2.3.3: Employee Training and Performance Monitoring

Employee training is an essential part of our ongoing efforts to improve our operating efficiency and to become better at what we do. In addition, employees will continue to be provided daily monitoring and training in the performance of their duties.

2.3.4: Monitoring Progress and Accomplishment of Business Goals

Monitoring the progress of our business goals and objectives is necessary to ensure that we can meet or even exceed our goals and projected financial outcomes. We will conduct management reviews to identify and evaluate our progress in reaching these goals and objectives. If required, management will make necessary adjustments in our business operations to ensure that we can accomplish the goals that we have defined.

2.4: Strategic Business Partnership Alliances

The management of this company has established important strategic relationships with other companies and professional firms who provide important support services that contribute to the benefit of this business. A fundamental operating principle of our management policy is that key strategic business relationships can be a valuable asset that will directly contribute to the operational effectiveness and dynamic future growth of our business.

3: Products & Services3.1: Product Overview

ViewSender products embody proprietary, state-of-the art image compression technology, image text extraction technology, and image/input-output/state capture and transmission technology as well as a number of lesser intellectual properties, all owned and originated by Scott Deaver. A sophisticated demonstrable proof of concept has been written, and the software is nearing a beta release in the consumer form. Nearly 280,000 lines of archival production-quality code have been generated, over 20 megabytes of documentation have been produced, and close to three man-years of effort have been expended at the time of this writing.

3.2: Product Descriptions and Pricing

Product matrix

Component name:

Agent1

Agent Configura-tion Utility2

Viewer2

Server

Server Manager3

Server Viewer3

Server Lite

Server Lite Manager3

Component programming:

Unmgd. C++

.Net/C#

Unmgd. C++

Unmgd. C++

.Net/C#

Unmgd. C++

.Net/C#

.Net/C#

Consumer products

iEavesdrop

Yes

Yes

Yes

No

No

No

No

No

iEavesdrop Amplified

Yes

Yes

Yes

No

No

Option

Yes

Yes

Commercial products

pcTelecommute Basic

Yes

Yes

Yes

No

No

Option

Yes

Yes

pcTelecommute Pro

Yes

Yes

Yes

Yes

Yes

Option

No

No

pcOversight Basic

Yes

Yes

Yes

No

No

Option

Yes

Yes

pcOversight Pro

Yes

Yes

Yes

Yes

Yes

Option

No

No

1The Agent used by all products is identical, with one exception - unlike all other versions, the free version of the basic iEavesdrop product does not provide the Agent as a USB self-installing/self-collecting flash memory device, and does not offer a utility to create the USB image on the customer's own flash memory device. A free version can be upgraded to the paid registered version, and the USB device and the utility will then be provided to the customer at no additional charge as an incentive (see A note about included Agents).

2The Agent Configuration Utility and the Viewer are the same for all products, except for branding, product name and advertising images placed in window backgrounds, dialog pop-ups, and the help documentation.

3The Server Manager, Server Viewer, and Server Lite Manager are the same for all products, except for product name and advertising images placed in window backgrounds, dialog pop-ups, and the help documentation

3.3: Product Pricing Rationale

Pricing for all products is based on a one-year subscription. At the end of the subscription year, the product will still work and can be updated, but cannot be upgraded until it is renewed (an update is a patch or improvement of the same version and brand of the software; an upgrade is a promotion to a newer version, or to a another brand of a similar product with more features). Within the subscription year, the software can be upgraded within the same brand as often as new upgrades are issued. Subscription renewals will always be offered at a significant discount to the new subscription price for the same product.

3.4: Product Description

We will offer the following products and combinations of products:

iEavesdrop (bundle) this is the most basic product for the home consumer, and includes a single Agent (the component that captures information from a monitored computer), an Agent Configuration Utility (ACU), and a Viewer that can display files captured by the Agent. The components are full-featured and powerful (identical to those in our enhanced products), except that there is no Server provided and therefore the only means to transfer files from the monitored computer is via e-mail or generic FTP. This version is ideal for demonstrations, or for monitoring a teenager it is distributed as shareware and can be registered for $29.99 after a thirty-day free trial period, although most registrations will be given away for free through various promotions. As an inducement to pay for registration, the user of the free product may be offered the USB self-installing/self-collecting Agent flash memory device at no additional charge along with a utility to create a self-installing/self-collecting Agent on his/her own USB device (see A note about included Agents).

iEavesdrop Amplified (bundle) - this package includes everything in basic iEavesdrop, but with a Server Lite bundle (restricted to five Agents) and no restrictions on the various means to send information from the monitored computer. Like the basic iEavesdrop, it is packaged for the home consumer (contains just five Agent licenses). This version does not offer a free trial and generally will not be given away, though a registered basic iEavesdrop version can be upgraded to iEavesdrop Amplified at a discount - other discounts may be offered through various incentive programs. The suggested target price is $199.99.

iEavesdrop Amplified, pcTelecommute or pcOversight Server Viewer (optional accessory) unlike the Viewer included free in all product bundles which displays individual files, the Server Viewer has search, grouping, and filtering tools for viewing multiple files and collections of files on a server. The suggested target price is $99.99.

pcTelecommute Basic (Server Lite bundle, Agents sold separately) this product is intended for small businesses or institutions supporting employees working from home (or in some other non-discreet deployment). The Server Lite bundle (including Server Lite Manager) is sold separately (or may be heavily discounted or provided free as incentive for volume Agent purchases), target price is $399.99. Agents would sell for $29.99 and down, depending on the volume purchased. The presumption is that an employee would purchase (or the company would purchase on their behalf) an Agent license they would own, which could then be plugged into an employers existing Server Lite deployment. Server connectivity is limited to supporting 50 Agents per Server Lite deployment.

pcTelecommute Pro (Server bundle, Agents sold separately ) similar to pcTelecommute Basic, this version comes with a high-capacity server, limited only by the customers network and equipment, and is intended for large corporations and institutions. The target price for the Server bundle is $1,999.99, with discounting for Agent volume purchases.

pcOversight Basic (Server Lite and multiple Agent bundles) this product is intended for discreet monitoring in small businesses or institutions, and includes the Server Lite product. Multiple Agent licenses are included with each bundle (in increments of 50, to match the included Server Lite limitations). Prices will vary by negotiation, but the target price for a bundle including 50 Agent licenses would be $1.299.99.

pcOversight Pro (Server and multiple Agent bundles) this product is intended for discreet monitoring in large businesses or institutions, and includes the high-capacity Server product. Multiple Agent licenses are included with each bundle (in increments of 200). Prices will vary by negotiation, but the target price for a bundle including 200 Agent licenses would be $5,499.99.

3.4.1: A Note about Included Agents

With the exception of the free iEavesdrop version, all Agents are available either as software on CD or DVD or via download, or as a self-installing, self-collecting USB flash memory device (for some bundles, both versions may come standard). With the USB device in hand, a parent or supervisor could go to a teenager's or employee's computer anytime it was logged on, plug the device into any USB port and if not already installed, iEavesdrop, pcTelecommute, or pcOversight would automatically set itself up on the monitored machine. The parent or supervisor could at any point in timelater plug the USB device into the same machine and without any prompting at all it would collect and erase from the monitored computer's hard driveany information stored there by the iEavesdrop, pcTelecommute or pcOversight Agent. Any ViewSender application other than the free iEavesdrop version would include a utility to create the same capabilities on the customer's own USB flash memory device.

In this manner, parents or supervisors would not need any technical knowledge, not have to know any logon or passwords to the monitored computer, or touch any keys or the mouse, and the computer need not be plugged into a network. All that would be required is a computer that had been left running with an empty USB port and accessible for a short period of time.

The USB device with installed Agent on-board will be offered as a free incentive to encourage users of the free iEavesdrop version to upgrade to the registered paid version. The USB device may also be offered for retail sale at some point as a standalone product. This product will be only offered to fully-registered users for whom we have credit card information on file - this ensures we can tie any installed Agent to a registrant in order to prevent abuse.

3.5: Future Enhancements

The ViewSender architecture is a supportive trellis for all kinds of extensions and features. Some of the more practical ideas wed like to incorporate into future offerings include the following:

a. The ViewSender Agent already has the ability to filter captured information based on word or phrase matches found in text on the screen; wed like to add an analysis component to the Server which would constantly evaluate in the background all of the text collected from across the network, with the ability to:

(1) Track text over time extracted from sessions associated with individual users as they move from machine to machine, or even share the same computer, to detect changes in general mood, escalating anger management issues, tendencies to abusive or harassing language, or reactions to environmental stimuli, inefficient work flow or processes, and work patterns;

(2) Identify general trends among the workforce, as quantitative assessments of negative words and phrases against previous measurements, as the repeat count for specific words and phrases, or as a general count of text output;

(3) Track an electronic document distributed through an office as it appears (or does not appear) on individual computer screens to determine who has or has not read it and if read, how much time was devoted to it.;

(4) Identify relationships (business and otherwise) to improve work flow and identify patterns, by similarities in text appearing on different computer screens in the same general time frame. To illustrate how this works, imagine you are typing in an MSN Messenger window to a co-worker. As you enter text, that text shows up on your computer screen and a very short time after you hit enter, on the co-workers computer screen. ViewSender doesnt need to know anything about the workings of MSN Messenger or try to figure out who you are connected to it can determine that there is a relationship based on the similarity of the text and time frame that the similarity exist. Similarly, if you compose an e-mail and send it to your boss, the same thing occurs, but over a longer time frame. Some interesting information can be gleaned:

(a) It is possible to determine if e-mails sent to a boss are also being blind-copied to a co-worker this is usually a relationship of interest to the organization, and not otherwise easily discernible without searching potentially thousands of e-mails manually; and

(b) It is possible to detect if someone has not read an attachment to, or a hyperlink in, an e-mail, because the text from the body of the e-mail would be visible on both the senders and receivers screens (at different times) but the text from the attachment would not appear on the receivers screen if not read. The most obvious use for this information is to determine who in the office is not doing their due diligence. When performing forensic hard drive analyses for litigation, this is not a trivial matter. The forensic analysis can determine if the e-mail was read (because the e-mail application flags an opened e-mail and saves the flag inside the message) but not whether the attachment to that e-mail was opened and read. If someone in the office is distributing off-color jokes as attachments to (or hyper links in) and you routinely delete the messages without reading the attachments, you are not accountable for the senders behavior. If you read the attachments and dont report offensive material, you may well be accountable. In and of itself, this is not necessarily a reason to rush out and install ViewSender Agents on every computer in the free world, but certainly another hint of ViewSenders potential.

b. We would like the ViewSender Agent to have the ability to turn on (if not already active) any webcam(s) attached to the monitored computer and take a snapshot of the current image it is capturing, to be returned or stored with the next capture cycle;

c. We would like the ViewSender Agent to have the ability to turn on (if not already active) any voice or sound recorder(s) attached to the monitored computer and record audio streams to be returned or stored with the next capture cycle;

d. ViewSender Agents connected to a ViewSender Server can be reconfigured on-the-fly the current design (at the time of this writing, the Server has been designed, but not yet programmed) specifies that when Agents deliver captured information to the Server, they look for configuration changes and updates addressed to themselves, and incorporate those changes before the next capture cycle. After the current Server design is written and the product released, we want to allow the Agent reconfiguration/update part of the Server code to be accessible remotely, so that an authorized Administrator can re-configure Agents without requiring a direct connection to the Server. By extension, we would also like to make other attributes of the Server remotely configurable;

e. A robust timekeeping/reporting system for work-from-home users so that they can easily punch in and off the clock (and when they punch out, stop monitoring of the computer until they punch back in they should be allowed to use their personal computer without monitoring as they wish once they are off the clock), submit status reports, check their hours worked, and do other record-keeping tasks associated with their employment. A simple system exists now, but it should have more features.

3.6: Services We Will Offer

The services listed here are those that we intend to charge for (or that are incorporated into a product and services bundle to add value). The staging of our business growth has us offering these services as we move into supplying our products to business and institutional customers. The services are discussed in greater detail along with their relationship to the development of the business in the sections:

Custom software development we will, on a per-hour or per-project basis depending on the nature of the work to be done, provide custom software solutions to enhance a ViewSender installation or to adapt the installation to a customers special needs. This category of services can also include providing on- or off-site consultation and/or contract programming assistance for a customers in-house project if they wish to do the bulk of the work themselves or retain control of their own source code;

Turnkey setup and monitoring we can provide a complete turnkey solution. With this service, all the customer must do is point us to the computers they want monitored, tell us the types of information they are looking for, and provide us a port through their firewall and an administrator password valid for installing the ViewSender Agent on the computers. We will provide the ViewSender Agents licenses, the ViewSender Servers (both software and hardware) on our network, storage of the collected data, analysis of the collected data (if desired), and access to the collected data and/or analyses from ViewSender Viewers on their network for which we include licensing. This service can be provided on a contract or prepaid package basis.

Analysis and archiving we can provide pay-as-you-go or lease contract services to provide captured data collection, analysis, and storage on our servers.

Custom deployments we can offer one-time-charge deployments of custom combinations of ViewSender Agents, Servers, and Viewers and text extraction services at the Agents or via the customers OCR, with or without leasing our servers. The charge for these kinds of deployments would be negotiated on a case-by-case basis.

Service and support contracts- we can provide any level of support, maintenance, or keep-current (automatic upgrade) the customer desires. Charges would be negotiated on a case-per case basis, and would depend on the number of incidents permitted, the number of Agents, Servers, and Viewers to be supported, the number of contact personnel, and concessions made for volume product purchases.

Solutions for special circumstances we can provide deployment and teardown services in response to events or special situations. These services may support a scheduled event (job fair, seminar, training session) or they may support an unanticipated issue that needs to be addressed immediately (a problem that has come to the customers attention requiring an investigation, or where there is need to gather information pursuant to or in response to litigation, or where a court or law enforcement authority has ordered or requested performance or assistance). Charges for these services will be negotiated at the time of need.

3.7 Names and Domains

The proof-of-concept for our consumer product was developed under the name ScreenSender; as we developed a more robust prototype we changed the name to ViewSender to indicate we could send much more than the view of just the computer screen. Unfortunately, both names tend to emphasize the visual images that we can transmit, when the true power of the invention is the ability to extract all the text from the image on the screen and send that text (which no other commercial product can do).

Simple, reasonably-sized domain names are rapidly becoming a scarce resource on the Internet, and we have placed a claim on several so that we have some backup options in the event that the marketing professionals we eventually hire cannot obtain the domain names they would like.

We have retained our reservations of the domain names corresponding to both ScreenSender and ViewSender. We own the rights to several TwosComplementLLC domains (Twos Complement, LLC is the name of Scott Deavers corporation, which currently owns the ViewSender project). In addition, we have claimed other names we like for the released versions of the ViewSender project products. The complete list of domains that we control (relevant to the ViewSender project) include:

iEavesdrop.com, iEavesdrop.net, iEavesdrop.org, and iEavesdrop.info;

pcOversight.com, pcOversight.net, pcOversight.org, and pcOversight.info;

pcTelecommute.com, pcTelecommute.net, pcTelecommute.org, and pcTelecommute.info;

ProProgrammatic.com, ProProgrammatic.net, and ProProgrammatic.org;

ScreenSender.com, ScreenSender.org, and ScreenSender.info;

ScreenToText.com, ScreenToText.net, ScreenToText.org, and ScreenToText.info;

SourceCrafters.com, SourceCrafters.net, and SourceCrafters.org;

TwosComplementLLC.com, TwosComplementLLC.net, TwosComplementLLC.org, and TwosComplementLLC.info, and

ViewSender.com, ViewSender.net, ViewSender.org, and ViewSender.info.

The ScreenToText domain names were reserved to support an ancillary product we may develop which would offer just our proprietary screen image text extraction for use by Web and application developers or in other products. The iEavesdrop domain names were purchased to use as the base name for our consumer-based products (monitoring loved ones by caregivers or trust partners). pcOversight is a name we like for our commercial products; pcTelecommute works well for our work-from home offerings. The SourceCrafters and ProProgrammatic domains may be used for the second corporation which will manage ViewSender licenses.

4: Marketing Plan

We have divided our comments here into two sections, one covering the marketing of consumer products using the iEavesdrop name and the other covering the marketing of commercial products using the pcOversight name. The marketing of pcTelecommute products will cross into both sections. The order in which our products will be produced was given a great deal of thought, with respect to having products for sale as quickly as possible and with regard to each product paving the way for the products to follow. We wanted to end up with a suite of products that covered as many of the possible usages and customer types as possible - rather than fish with one pole, we wanted to put many hooks into the water and then focus our attention on the ones that get bites.

4.1: Marketing Consumer Products

The marketing of our consumer products will be through shareware websites and our own website, as described in the section entitled e-Commerce. We may enhance our marketing effort using click-through advertising provided by major search engines and through search engine optimization (SEO) techniques. We will look for opportunities to include free registrations of our product in software bundled with new computers and piggy-back on other manufacturers promotions.

For shareware customers downloading the free version, the product does not provide the Agent as a USB self-installing/self-collecting flash memory device, and does not offer a utility to create the USB image on the customer's own flash memory device. As an incentive to encourage more paid registrations, we will offer the USB device and the utility to the customer at no additional charge (see A note about included Agents).

The consumer will be driven to our website for support, registration, updates, upgrades, and additional products and documentation even if their initial contact with our product was through a third-party shareware site. They will also be directed to our website through major search engine listings (Google) and ultimately (based on extensive testing of cost-effectiveness) may be routed to our website via click-through ads that appear in other listings.

While at our site, they will be encouraged to register any downloaded products and to try, download and/or register add-on products. They will be exposed to advertising and incentives for our pcTelecommute products. We imagine providing coupons and printouts the employee can carry or e-mail to their employer that describe incentive programs for the employer these might include deep discounts on servers and deployment services, even free servers for some explicit period of time, for every X number of employees who register pcTelecommute Agents. As described in Marketing commercial products, we will simultaneously be targeting employers directly with advertising - we may be able to get cues for motivating employers from advertising directed at corporate van-pooling, wellness programs, workplace safety training, or other products or services that mutually benefit both employer and employee.

The marketing of the consumer products will have two distinct phases. In the first phase, we will not have any other products to offer (because we havent finished their development), and the focus of our efforts will be to broadcast our brand and gain product recognition, and if possible, generate revenue through software registrations. The quickest and least expensive means to do that (once we are assured we have a quality product to distribute) is via shareware sites. There are thousands of shareware sites, many of which support the Portable Application Description tool for automated distribution to shareware sites. In the course of a single day, we can blanket the Internet with our product. AIG executive bonuses aside, there is no such thing as a free lunch, and the shareware sites have various means to generate income, including (rarely) charging submitters a fee, charging those who download the software a membership fee (becoming more common), wrapping download packages in spyware or advertising (very common), and almost universally, offering some kind of review for a fee that will be tied to increasing your sharewares visibility on the site and displaying an award icon next to your softwares logo (this may have value on CNETs or Tucows shareware sites, but few others). Rather than invest in these (other than possibly CNET or Tucows as mentioned), well keep our expenses to the absolute minimum any expenditures should instead go to inexpensive, re-useable tools to further automate and speed up the distribution of our products to shareware sites.

We may also utilize the services of third-party vendors who can provide turnkey shareware licensing, distribution, and protection services for very low or no upfront costs (most take a commission as a percentage of each individual sale). These may have value if their captive distribution networks do not significantly overlap those we can access ourselves. We may also purchase e-mail lists which we will target in campaigns that focus on family on-line safety. We will follow Amber Alerts and national and local news events as well as broadcasts or expose`s related to on-line safety for opportunities to work with shows, news organizations, or public/private safety groups to coordinate distribution of free registrations of our iEavesdrop products.

As mentioned previously, in this first phase we will encourage those who download registration of our product for a registration fee, which we will initially set at $29.00. While we will welcome paying registrants as a means to offset some of our costs in the early going, we will sacrifice that income in exchange for exposure (and later, as other products become available, promotion of those products). Wherever an opportunity exists, we will promote the family online-safety features of iEavesdrop by offering free registrations to schools, child-safety advocates and organizations, or through the media when an on-line- or child-safety-related event local to them has occurred (note that even when product registration is offered at no charge, the process of registering will still be required even though no money will change hands this is by design to drive registrants to our website to familiarize them with our other products when they become available, and to collect e-mail addresses and other valuable marketing information we can use later to inform them of new products and upgrades and to perform surveys). We will track national media, broadcasts, and on-line resources and where related to news, features, or topics and where otherwise allowed and possible, make free iEavesdrop registrations available to listeners and viewers.

Registrations of iEavesdrop for purposes not related to family on-line safety - checking the activities of a wandering lover, for example - would not be free. However, as a practical matter that policy would not be easily enforced, so we cannot expect any revenue generated by the consumer product shareware distributions to be reliable or substantial (of course, we will not complain if we are mistaken).

The second phase of the consumer marketing program begins as soon as we have another product for sale (or nearing completion), which we expect to be the pcTelecommute Agent and Server bundle. We will first modify and extend our website offerings to include information about the pcTelecommute product. One part of that information will include:

A list of work-from-home benefits for employees and employers.

Step-by-step instructions for the employee to determine if his or her job is suitable for full-time or occasional working from home.

Suggested approaches and tools for introducing the subject of working from home to the employer.

Brochures and testimonials suitable for e-mailing, or printing out and delivering, to the employer.

Videos, links, and other resources the employee can provide to the employer.

Discounts, coupons, freebies, and other incentives for both the employee and employer.

Software, support and deployment resources available to the employee and employer.

Sample and template trial period agreements between the employee and employer as well as templates for more permanent agreements.

Another part of the information will be targeted specifically to the employer, and will include links to the employee-related information as well as:

Detailed employer-specific benefits.

Detailed information about using and deploying pcTelecommute Servers (the employers part of the bundle), including options (i.e., we could provide everything as a turnkey service, lease a Server, provide various levels of deployment assistance, or provide all the tools for the employer to do it themselves).

Information about extending the pcTelecommute Server to include (or migrate to) monitoring on-site employees once we have completed development work on the pcOversight bundles.

We will add the products and bundles available for the pcTelecommute product to the websites shopping cart.

We will then produce an update for the iEavesdrop consumer product that will roll up any bug fixes or improvements and will include new background images for all dialog boxes and forms as well as new popup screens and help documentation. The new window background images, popup screens, and help information will all promote working from home and the new pcTelecommute bundles to support the idea. We will e-mail all registered iEavesdrop customers (free or otherwise) that the new iEavesdrop update is available at no charge from our website, and that the upgrade is important (there will be no mention in this e-mail of the pcTelecommute product). At the same time, we will send an e-mail to addresses on our purchased e-mail list (only) that a new iEavesdrop version is available for download (as an excuse to contact non-users as well as users who may have downloaded iEavesdrop previously but did not register it). Some reasonable time (three days to one week) later, we will send out to our purchased e-mail list and registered user e-mail list that the pcTelecommute bundle is now available, and promoting the general idea of working from home for the employer they already have. New users downloading the iEavesdrop consumer product for the first time will of course receive the new version complete with the pcTelecommute advertising.

From this point forward, we will distribute virtually all iEavesdrop consumer products (except iEavesdrop Amplified) with free registrations in order to get the exposure to our pcTelecommute bundle that is advertised in all of the pcEavesdrop product screens, windows, and help resources. We will rely on iEavesdrop Amplified and pcTelecommute and pcOversight products, bundles, and services to generate revenue.

4.2: Marketing Commercial Products

The marketing of the pcOversight commercial products will be a multi-pronged approach:

We will employ traditional marketing methods where resources and efficacy warrant.

As we did with the iEavesdrop consumer product to promote the pcTelecommute bundle, we will populate the pcTelecommute Agent Configuration Utility, Server Management Utility, and Viewer with screen and window background images, pop-up windows, and help documentation that promote migrating to or adding pcOversight Agent and Server bundles, specifically targeting the employers (rather than the employee).

Starting with organizations for whom Scott Deaver has worked and with whom he is familiar, we will mount a direct-mail campaign targeted to network administrators and facilities security managers, extending that campaign to less-familiar large corporations and institutions as resources became available.

We will place targeted print advertising into journals and periodicals that specifically address corporate and institutional network and facilities security (or working from home).

We will establish relationships with independent sales organizations that market network and facilities security products to businesses, non-profits, and government agencies, and persuade then to add the pcOversight product line to the mix they present to their customers and prospects in return for a generous commission schedule.

We will hire experienced sales professionals with network and computer security software experience to make cold calls and to follow up with leads we obtain through the other methods listed here;

Where costs and logistics allow it, we will present pcOversight at trade shows where the subject matter is germane to computer or organizational security.

We will closely follow national events and large local markets for news events describing incidents of employee theft, sabotage, EEOC complaints, and other employer/employee-related issues, and send affected employers information about our products' ability to monitor and mitigate problems in the worksite.

We will aggressively seek out industries and situations where employee work-from-home pilot projects would be advantageous to both employer and employee.

We will propagate our Web presence wherever possible by cross-linkage to related sites, by carefully employing search engine optimization techniques, and by refining our website content as appropriate.

We will make international, national, regional, and local law enforcement agencies, public and private investigators, and insurance companies aware of our products and their capabilities.

We will make civil and criminal attorneys and judges aware of our products, not only for their investigative features, but also for their ability to monitor and report compliance with respect to judges' orders, jury verdicts, settlements, and sentencing.

We will offer free employee work-from-home and worksite monitoring pilot programs to universities, government agencies, private industry, and non-profits.

We will consult with Service Corps of Retired Executives (SCORE), marketing organizations, trade groups, and industry-specific interest groups to seek out relationships, contact persons, and communications techniques that are helpful to marketing pcOversight products and services.

4.3: Distribution Through Normal Retail Outlets

Though not seemingly related, the move to licensing reveals another opportunity. Because our institutional customers will expect shrink-wrapped product and require professional print media, including advertising materials, in responding to those demands we also satisfy many of the requirements for retail packaging. This provides the excuse to explore marketing of our consumer and business products product through traditional retail outlets. We've previously listed Best Buy, Office Depot and Office Max, Sam's Club, Egghead, or even Wal-mart or Target, but we may also use channels that target specific market segments and industries.

If we haven't acquired partners at this point that have or can provide the requisite retailing skills, we will need to hire professionals. A move to distribute retail at any significant level increases our personnel and infrastructure requirements - we will need graphic artists, manufacturing liaisons, and personnel to coordinate the supply chain, deliveries, and orders, as well as physical warehousing.

4.4: Brick-and-Mortar Sales and Service

The product and services licensing module is a natural segue to a traditional brick-and-mortar physical presence - we expect the move to a centralized office (possibly near Houston, the home city of the founder) to overlap the expansion to corporate and institutional sales and service.

In this business module, we will extend the physical infrastructure to include satellite offices in major business centers on the east and west coasts and in the Midwest. These would house sales staff and service technicians supporting major business accounts in the geographic area surrounding the branch office. At this stage, the costs of doing business begin to become very significant, and the forces acting upon the business begin to be those of the general economic climate as much as the skill of our management team or perceived quality of our products and services. For this reason, our current plans have us moving on to the franchise module after achieving this point in our development, to abstract and insulate ourselves from some of the risks associated with continued captive growth. A few regional offices should be sufficient to support our major clients and anchor our franchise partners.

4.5: Franchising

The next logical module in our business expansion is to franchise the services and retail product part of our business to entrepreneurs local to major metropolitan centers. In exchange for training, product support, and brand strength, franchisees would pay a fee for the right to service clients in their geographic area, providing standard and customized deployments to large and small businesses, government units, schools, and other institutions. They would also provide boutique deployment services for special circumstances or events, and sell retail versions of our products (they may provide services from other non-competing businesses as well, or offer other retail products that don't conflict with ours). They may provide training and other support for a fee, or provide and charge for software customizations, subject to certain restrictions. For services or products they sell that are outside their franchise agreement, they may receive a commission or royalty.

4.6: Acquisition and Exploration

During the course of our growth, we will look for opportunities to extend our product and service offerings beyond those directly tied to ViewSender assuming, of course, that search doesnt dilute our efforts to promote and monetize ViewSender. We will create new software linked to ViewSender, of course, and we will explore ideas we may have for entirely new products. We will also pay close attention to the needs of our customer base. If they require products or services that are closely aligned with ViewSenders focus on observation and information-sharing in the workplace or there is some symmetry with ViewSenders role or technologies, we will consider servicing those needs for the customer.

5: Operational Plan, Management and Organization5.1: The Business Model

The ViewSender business model will itself be evolutionary, building itself through time by adding business modules suitable to the target growth opportunity to the established base.

To best leverage available resources and because the software products we will market can be distributed electronically, initially the business will be framed as an e-commerce venture. As product sales increase and we begin to see penetration into the business sector, a business module will be created around licensing and subscription of business-oriented products and services and that module will be appended to the e-commerce base. As services related to configuration, deployment, maintenance and situational response become more extensive and profitable, the business will assume a brick-and-mortar footprint. As brand loyalty and product quality are established, the business will grow to include other business-related security and monitoring software (such as video surveillance, entrance control, alarm monitoring, and badge swiping).

As services are requested from locations or business sectors outside our established purview, the business will be expanded to include a network of third-party franchisees and dealers.

Each module of this building-block metaphor should be developed to the point it is self-sustaining and profitable before venturing on to the next module, unless a remarkable opportunity presents itself that justifies any additional risk.

5.2: e-Commerce

Of necessity, at present the business has the look and feel of a software-based e-commerce startup. To this point, the business assets and resources are limited to the intellectual property and work output of Scott Deaver, the software development and management tools used to produce the work, the software itself (which can be generated in loadable form), the ViewSender website, and a number of product names and related domain name reservations. While the resources and assets are admittedly minimalist, it should be noted that the business has no debts, no continuing obligations of any kind, and the assets it has are not leveraged in any way. Downloadable software, once developed, has no additional manufacturing or packaging costs, and in shareware form is self-advertising. Assuming some combination of luck and marketing skill, that collection of pieces is sufficient to generate traffic and sales, even profit, over the Internet.

5.3: Limited Upfront Costs Option

To avoid any additional costs whatsoever, it is possible to distribute software through packaging and distribution services, which will handle registration, money collection, e-mail SPAM'ing (not desirable, but a reality of Internet marketing), distribution to shareware download sites, and disabling software after the trial period, all for a percentage of the retail price. Since the expenses of development are already built into the product and there is no debt, any monies realized from the sale of the product through this means are net gain. For the same reason, the price can be reasonably manipulated if necessary to product the best ratio of downloads to profit.

Using a packaging service has some drawbacks. The relationship between the purchaser and the product is managed by the shareware download site and/or the packager, and there is little or no opportunity to interject our website (if we did not use the packaging service, download requests would still begin at the shareware site, but registration and the shopping cart would be hosted by our servers, providing the opportunity to sell add-ons and advertise other products). And, we would not be in full control of the information retrieved from the customer during the download and/or registration processes. While most packaging services will return some portion of that data, they own it and are free to exploit it to sell the products of other customers.

5.4: Software Wrapper, Merchant Services and Shopping Cart Option

The second option is not to use a packaging service, but rather to purchase a third-party software product to "wrap" the software we wish to sell so that it will be rendered useless if not registered within a specified period of time. We would have to provide merchant services and a shopping cart at our website, and manually upload our software and descriptive information to shareware sites. We would also have to provide or contract for e-mail marketing, and may have to pay for "reviews" on selected download sites to get favorable placement. Most of the costs would be one-time, others would be elective. Some additional work would be required to integrate the software with the wrapper and to provide shopping cart and merchant services at our website (though it would be desirable to provide the latter even when using a packaging service). Despite the extra costs, our preference would be for this second option - it gives us greater control, particularly of the data from our customers. Scott Deaver can fund the costs from his personal resources, and at any point if those resources are inadequate, we can revert to the first option.

5.5: Product and Services Licensing

The move to product and services licensing is a major sea change. Our customer base will grow to include corporations, small businesses, schools, government units, and other institutions. It will mark a shift from guerrilla survival tactics to more traditional mainstream marketing and deployment methods. The move will coincide with increases in the numbers of our products, and will add a new income stream: services. We will add staff and physical infrastructure. Our business relationships will become more regulated and complex. The move itself should be an indicator that some of our financial challenges have abated; others will take their place, notably in the general subject area of management. The number of stakeholders, and therefore those wanting or expecting a voice, will increase dramatically. The appearance of our product will change where the e-commerce customer knows only a virtual product identified by the images shown when it runs, the corporate and institutional customer will require physical packaging. This leads to issues of inventory and product movement that we did have before. However, like many other things about the ViewSender project, the need for packaging and distribution opens the door to another opportunity - once we have those things in place to support larger customers, we can also support selling our products through traditional retail vendors like Best Buy, Office Depot and Office Max, Sam's Club, Egghead, or even WalMart or Target.

We also hope to leverage relationships with our corporate customers to extend our product and service mix beyond ViewSender-related technologies - see the section entitled Acquisition and exploration.

6: Financial Plan6.1: Expenses, Sales and Profit Goals

The expenditures below are aligned with the milestones described above. Changes in those milestones will affect the projections made here.

6.1.1: First Year6.1.1.1: Expenses

Development costs1 340,040.00

Patents and trademarks220,000.00

Sales/marketing333,462.00

Graphic artist/website410,000.00

Marketing survey225,000.00

Advertising materials5100,000.00

Packaging and shipping65,400.00

Accounting, clerical, office, and administrative7 10,000.00

Insurance819,200.00

Business management100,000.00

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Total expenses663,102.00

1From development project plan at http://www.ViewSender.com/documents/ViewSenderMaster.mpp (or if you do not have Microsoft Project 2007, you can view or print http://www.ViewSender.com/documents/ViewSenderMaster.pdf)

2SWAG

3Marketing/sales @ base 80,000/year times 13 weeks plus sales @ base 70,000 times 10 weeks

4Per hour basis, as needed

5Includes artwork, printing, direct mail, travel expenses, memberships in organizations, etc.

6Includes package design, run setup, and first-run printing of CD sleeves, labels, boxes, and inserts for pcTelecommute Pro and pcOversight Pro

7For the first two full years, the office will be virtual (no building, each participant works from their own home or office)

8Twelve months @ 1600/month

6.1.1.2: Target Sales And Gross ProfitTarget product sales

iEavesdrop (no Server)114,848.00

iEavesdrop Amplified20.00

iEavesdrop Amplified Server Viewer20.00

pcTelecommute/pcOversight Server Viewer33,999.60

pcTelecommute Basic20.00

pcTelecommute Pro432,990.93

pcOversight Basic20.00

pcOversight Pro582,499.85

Miscellaneous products60.00

----------------------------------------------------------------------------------------------

Total product sales134,252.53

1Available 208 days, 160,000 downloads, 512 sales paid at full price of $29, based on CodeClip downloads and registration rates

2Product development not complete

3Available 13 days, 40 sales at $99.99 (from pre-sales generated by pcTelecommute Pro and pcOversight Pro sales)

4Available 49 days, 50 Servers discounted average 85% times 1999.99 = 14,999.93 plus average 18 Agents per Server @ 19.99 times 50 = 17,991

5Available 35 days, 30 servers discounted average 50% times 5499.99

6Commissions and margins on related third-party vendor products

Target services sales

Custom software development10.00

Turnkey setup and monitoring1 0.00

Analysis and archiving1 0.00

Custom deployments2 10,000.00

Service and support contracts340,000.00

Solutions for special circumstances1 0.00

Miscellaneous services0.00

---------------------------------------------------------------------------------------------

Total services sales50,000.00

1Equipment and personnel are not budgeted to support this activity the first year

2Chargeable deployment assistance across 50 pcTelecommute Pro and 20 pcOversight Pro Servers

3Service and support contracts sold across 50 pcTelecommute Pro and 20 pcOversight Pro Servers

Gross profit

Total product sales134,252.53

Total services sales+50,000.00

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Total expenses-663,102.00

-----------------------------------------------------------------------------------------------

Total gross profit(478,849.47)

6.1.2: Second Year6.1.2.1: Expenses

Development costs1 657,812.00

Development software licenses2 9,600.00

Patents and trademarks340,000.00

Sales/marketing4290,000.00

Search engine optimization512,000.00

Graphic artist/website650,000.00

Marketing survey70.00

Advertising materials8500,000.00

Accounting, clerical, office, and administrative9 40,000.00

Office software licenses 1,200.00

Blade servers and O/S licenses10 58,000.00

Server and network administrator11 60,000.00

Packaging and shipping1228,500.00

Insurance24,000.00

Business management13190,000.00

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Total expenses1,961,112.00

1From development project plan at http://www.ViewSender.com/documents/ViewSenderMaster.mpp (or if you do not have Microsoft Project 2007, you can view or print http://www.ViewSender.com/documents/ViewSenderMaster.pdf) with modifications. Beginning year two staffing levels are the same as those at the end of the first year, with a 10% upward compensation adjustment for existing staff. Two additional support staff have been added at mid-year to support for-fee deployment services (beyond development project plan coverage) @ $60,000/year each. Two additional development staff have been added at mid-year to support for-fee custom development services @ $70,000 each. 2088 hours times ($215 project plan per hour labor costs times 1.10 = 236.50) per hour = 493,812, plus 2 times $60,000 divided by 2, plus 2 times $70,000 divided by two

2In year one, Scott Deaver provided these at no charge from his BizSpark membership, which expires in year two

3SWAG

4Marketing/sales @ base 80,000/year plus 3 times sales @ base 70,000 each

5Contractual, include click-through advertising costs

6Becomes full time position @ $50,000/year

7Absorbed into responsibilities of marketing professional, will not be carried forward into future years

8Includes advertising fees, artwork, printing, direct mail, travel expenses, memberships in organizations, etc.

9For the first two full years, the office will be virtual (no building, each participant works from their own home or office)

Posted value includes legal expenses to draw up services contracts

10Twenty desktop servers deployed at customer sites to support turnkey services

11To support turnkey servers as well as development source control, backup, and business records servers

12Includes package design, run setup, and first-run printing of CD sleeves, labels, boxes, and inserts for iEavesdrop, iEavesdrop Amplified, iEavesdrop Amplified Server Viewer, pcOversight Server Viewer, pcTelecommute Basic, and pcOversight Basic.

13Current staff at 110% plus assistant manager @80,000

6.1.2.2: Target sales and gross profit

iEavesdrop (no Server) 1104,400.00

iEavesdrop Amplified21,364,931.75

iEavesdrop Amplified Server Viewer324,997.50

pcTelecommute/pcOversight Server Viewer451,994.80

pcTelecommute Basic5226,844.79

pcTelecommute Pro6290,320.14

pcOversight Basic7304,847.66

pcOversight Pro8577,498.95

Miscellaneous products912,000.00

License renewals1013,425.53

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Total product sales2,971,261.12

1570,000 downloads, 3600 sales paid at full price of $29

2Available 320 days, 9100 sales at average 25% discount times 199.99

3Available 275 days, 250 sales at full price of $99.99

4520 sales at full price of $99.99

5Available 299 days, 610 Servers discounted average 67% times 399.99 = 80,517.99 plus average 12 Agents per Server Lite @ 19.99 times 610 = 146,326.80

6440 Servers discounted average 85% times 1999.99 = 131,999.34 plus average 18 Agents per Server @ 19.99 times 440 = 158,320.80

7Available 279 days, 350 Server Lites discounted average 33% times 1299.99

8210 Servers discounted average 50% times 5499.99

9Commissions and margins on related third-party vendor products

10Calculated as flat 10% of previous years sales

Target services sales

Custom software development1250,000.00

Turnkey setup and monitoring2 130,000.00

Analysis and archiving3 0.00

Custom deployments1 120,000.00

Service and support contracts4640,000.00

Solutions for special circumstances20,000.00

Miscellaneous services20,000.00

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Total services sales1,180,000.00

1Two additional staff budgeted in expenses to support custom development and deployments

2Server hardware and additional staff budgeted in expenses to cover turnkey services

3Software support for analysis and archiving will not be available until year three

4Service and support contracts sold across 440 pcTelecommute Pro and 210 pcOversight Pro Servers plus previous years renewals

Gross profit

Total product sales2,971,261.12

Total services sales+1,180,000.00

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Total expenses-1,961,112.00

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Total gross profit2,190,149.12

6.1.3: Third Year6.1.3.1:Expenses

Development costs1 1,356,593.00

Development software licenses 19,200.00

Patents and trademarks230,000.00

Sales/marketing3609,000.00

Search engine optimization422,000.00

Graphic artist/website5105,000.00

Advertising materials615,000,000.00

Accounting, clerical, office, and administrative7 150,000.00

Office software licenses 4,800.00

Building and furniture leasing, moving150,000.00

Blade servers and O/S licenses8 180,000.00

Server and network administrator9 186,000.00

Packaging and shipping84,300.00

Insurance172,000.00

Legal250,000.00

Business management9250,000.00

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Total expenses18,577,893.00

1Two additional core development staff added @$70,000 each, two additional support/deployment staff at $60,000,one project manager @ $80,000, one code librarian @$50,000, one tester at $50,000, and one document specialist @ $50,000, plus retained staff from previous year times 110% salary and benefits = 787,812.00 * 1.10 = 866,593.20 . This will be the full development staff complement through year five.

2Sustaining original applications plus new intellectual property, SWAG

3Current staff times 110% = 319,000 plus new marketing/sales @ base 80,000/year plus new 3 sales @ base 70,000 each

4Contractual, include click-through advertising costs

5Current staffing at 110% plus one new hire at $50,000

6Includes advertising fees, artwork, printing, direct mail, travel expenses, memberships in organizations, etc.

7Replace contractual services with three fulltime staff @ $50,000 each

includes legal expenses to draw up services contracts

8Twenty additional desktop servers deployed at customer sites to support turnkey services, forty additional servers deployed in-house to support turnkey services

11Current staff at 110% plus 2 additional staff @ $60,000 each

13Current staff at 110% plus administrative assistant @ 50,000

6.1.3.2: Target Sales And Gross ProfitTarget product sales

iEavesdrop (no Server) 1124,700.00

iEavesdrop Amplified21,844,907.75

iEavesdrop Amplified Server Viewer3109,989.00

pcTelecommute/pcOversight Server Viewer41,199,880.00

pcTelecommute Basic54,016,268.36

pcTelecommute Pro61,068,905.97

pcOversight Basic710,539,018.93

pcOversight Pro810,449,981.00

Miscellaneous products9200,000.00

License renewals10443,675.34

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Total product sales29,997,326.35

1800,000 downloads, 4300 sales paid at full price of $29

212,300 sales at average 25% discount times 199.99

31,100 sales at full price of $99.99

412,000 sales at full price of $99.99

5 10,800 Servers discounted average 67% times 399.99 = 1,425,564.36 plus average 12 Agents per Server Lite @ 19.99 times 10,800 = 2,590,704.00

61,620 Servers discounted average 85% times 1999.99 = 485,997.57 plus average 18 Agents per Server @ 19.99 times 1,620 = 582,908.40

712,100 Server Lites discounted average 33% times 1299.99

83,800 Servers discounted average 50% times 5499.99

9Commissions and margins on related third-party vendor products

10Calculated as flat 15% of previous years sales less previous year license renewals

Target services sales

Custom software development1750,000.00

Turnkey setup and monitoring2 1,125,700.00

Analysis and archiving3 850,000.00

Custom deployments1 3,600,000.00

Service and support contracts48,532,000.00

Solutions for special circumstances 110,000.00

Miscellaneous services235,000.00

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Total services sales15,202,700.00

1Additional staff budgeted in expenses to support custom development and deployments

2Server hardware and additional staff budgeted in expenses to cover turnkey services

3Software support for analysis and archiving is now available from previous years development work

4Service and support contracts sold across 1,620 pcTelecommute Pro and 3,800 pcOversight Pro Servers plus previous years renewals

Gross profit

Total product sales29,997,326.35

Total services sales+15,202,700.00

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Total expenses-18,577,893.00

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Total gross profit26,622,133.35

6.1.4: Fourth Year 6.1.4.1: Expenses

Advertising costs 30,000,000.00

Non-advertising expenses 5,366,839.50

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Total expenses35,366,839.50

6.1.4.2: Target Sales And Gross ProfitTarget product sales

All products 59,994,652.70

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Total product sales59,994,652.70

Target services sales

All services22,804,050.00

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Total services sales22,804,050.00

Gross profit

Total product sales59,994,652.70

Total services sales+22,804,050.00

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Total expenses-35,366,839.50

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Total gross profit47,431,863.20

6.1.5: Fifth Year6.1.5.1: Expenses

Advertising costs 60,000,000.00

Non-advertising expenses 10,733,679.00

Acquisition costs50,000,000.00

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Total expenses120,733,679.00

6.1.5.2: Target sales and gross profitTarget product sales

Non-retail products 89,991,979.05

Retail boxed products10,000,000.00

Acquired products40,000,000.00

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Total product sales139,991,979.05

Target services sales

Non-franchising services34,206,075.00

Franchising13,500,000.00

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Total services sales37,706,075.00

1Franchise license fees and commissions on franchisee services performed

Gross profit

Total product sales139,991,979.05

Total services sales+37,706,075.00

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Total expenses-120,733,679.00

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Total gross profit56,964,375.05

6.2: How We Calculated The Numbers6.2.1: Development Project Plan

The development project plan is based on Scott Deavers twenty years of software development, supervision, and mentoring experience. The numbers and estimates provided should be as accurate as could be expecte