R a is in g F in a n c ia l P e r f o r m a n c e f o r o v e r 3 0

y e a r s

The Proposal:

In honor of our outstanding 12 yr. business andpersonal relationship, I propose that Bill Mays(Boss), and Matt Murphy (“M”), join forces tocreate a firm that expands the relationship toinclude fee based financial consulting, venturemanagement and investment company.

Key Details of The Proposal:

Bill Mays (WGM) will be awarded a 20% minority stake in the company which will be transferable to any agent(s) of WGM per his written direction

WGM will assume the title of Chairman of the board

Matt Murphy (MBM) will assume the role as President, CEO, and General Manager

Vision: With the “depth” of investment experience of WGM and the operational experience “breadth” of MBM (the firm’s 2 principals), M-Boss will be the go-to resource for small business owners and entrepreneurs who lack the internal financial expertise within their own companies. M-Boss will serve as a force multiplier, creating management band width for companies that have insufficient staff experience or underdeveloped financial acumen.

Mission Statement: M-Boss is the financial advisory, business consulting and asset management firm that helps clients create wealth and enhance business portfolio growth.

Additionally, we will alleviate the burden of constant financial oversight, asset management and analysis of key financial metrics for our clients.

Objective #1 - To provide financial managementand oversight to the existing investment portfolioof WGM

Includes the existing "gatekeeper" role for analysis of new investment opportunities

Includes the establishment of a new "family office" -

a formal center for creating, managing and preserving the wealth of the Mays family

Objective #2 - A vehicle for new co-investmentopportunities where WGM and MBM maypartner

These could be real estate investments, positions in closely-held businesses or other investment transactions where we would decide the appropriate equity split per mutual agreement

Each investment would carry a separate equity split

agreement

Objective #3 - Fee-based general business andfinancing advisory/consulting services to outsidecompanies

This would be a revenue stream opportunity for the company that provides cash flow

This would be a consultancy role that does not

include a financial position in these outside companies (they would merely be our customers)

Business Development Strategies: