Management Consulting by

1. Management Consultingby Allan Roth & Company, L.L.C. Description of Mission, Qualifications, and Examples of Engagements December 8, 2003 Ph: (719) 9555-1001 Fax: (719) 260-7904 102 South Tejon Street, Suite 800 Colorado Springs, Colorado 80903 ar@allanroth.com www.allanroth.com

2. Mission To provide Fast, high Quality Decisions to CEOs, CFOs, and other Executives to … Mission To provide Fast, High Quality Decision Support to CEOs, CFOs, and other Executives to allow the client to make the best business decisions and have critical feedback systems to monitor the health of the organization. Near-term bottom line results will be the outcome for the client.

3. Allan S. Roth: Qualifications • Strategic Finance • Management Consulting: McKinsey & Co. • Corporate Finance • Kaiser Permanente: Corporate Planning • Pacific Telesis (Now SBC): Treasury • Exxon: Financial Analysis • Public Accounting: KPMG Peat Marwick • Academic Background • Authored “Strategic Financial Planning” course work • for Academy for Healthcare Management • Licensed Certified Public Accountant (CPA) • MBA: Kellogg Graduate School of Management • (Northwestern University) • Executive Program: StanfordGraduate School of • Business • BS Accounting: University of Colorado Anchored by "Real World” Operating Experience • CFO Various Start-ups raising VC Funding • Divisional CFO - WellPoint Health Networks • $400 Million Division of Managed Care Plan • CFO - Kaiser Permanente of Mid-Atlantic States • $400 Million Medical Care Delivery Organization Full CV available upon request

4. Differentiation from Other Consultants While the world has more than enough management consultants, I am different in several key ways. • Concentration on shorter, high-impact engagements which will have near-term, financial results. No one needs a six-month study collecting dust on the shelf. • A background with both real-world experience as CFO of two $400 million divisions combined with a McKinsey & Company consulting background. You’re too busy to train fresh MBAs. • Will leverage client staff, resulting in reducing costs and building skills within staff. Who needs another team of consultants?

5. Partial List of Engagement Proposals • Early Warning Indicators of Business & Financial Health * • Key Financial Indicators from Non-Financial Sources • Cost/Benefit Analysis (Large Capital Expenditures) * • Focused Cost-reduction * • Acquisition / Joint Venture Valuation * • Incentive Plans including Phantom Stock • Risk Analysis (Sensitivity Analysis Including Monte Carlo Simulation) • Treasury Analysis • Dividend Policy • Stock Repurchase • Lease / Buy Analysis • Strategic Plan preparation, tactical action plans, and metrics to evaluate success. • Independent Analysis • Contract Negotiation Support * Indicates additional description to follow

6. Early Warning Indicators Companies don’t just blow-up after the books are closed, and the results are poor. The drivers of those financial results are almost always evident long before the books are closed. In fact, the accounting data may be masking the actual operating trends. In short, Accounting data is: • Too slow. Management can only react to data long after the fact. • Inaccurate. GAAP accounting serves many needs, but can provide inaccurate, misleading management information (i.e. accrual adjustments, write-offs, etc.). There are usually a handful of drivers that result in the “real” financial health of the company. These drivers are usually measured outside the General Ledger and will result in more accurate and more timely information which will allow management to take proactive steps, long before the books are closed. The product is a simple set of measures the CEO and other Executives use to manage the daily aspects of their businesses.

7. Cost/Benefit Analysis (Large Capital Expenditures) Anyone can do a cost / benefit analysis and develop measures such as Net Present Value, Breakeven periods, Earnings per share impact, and the like. The real key, however, to performing such an analysis is to get realistic assumptions to these calculations and understand the risk of these assumptions. A proper analysis, if approved, should become the operating plan for the project being evaluated. It should include: • Identification of key assumptions • Development of these assumptions, with key personnel understanding that post-implementation audits will be performed. • Design of Incentives for achievement of the key assumptions as well as the overall project success. • Sensitivity analysis, and identification of corrective action contingencies. This will both minimize risk and maximize the probability of success. • Post project reviews

8. Focused Cost Reduction Cost reduction efforts often die a slow death, with little being accomplished. The key is to identify and focus on those implementable ideas which will result in substantial savings and avoid those “pet-peeve” ideas which will result in a lot of resistance and little improvement. Difficulty Target the right efforts Low High Priority 1 Selectively Attack Big Impact Just do it Avoid Small Impact

9. Acquisition / Joint Venture Valuation Seventy-five percent of acquisitions destroy shareholder value (or at least transfer it from the acquiring company to the acquired company). It’s much easier to assume synergies than to actually achieve them. While there is no single formula for successful acquisitions, there are the following items most have in common: • Realistic assumptions that drive a realistic purchase price. • Active involvement of Operating Managers during the evaluation and due-diligence phases. • Focus and discipline on achieving a successful integration, including the achievement of the critical assumptions in the model.

10. Target Market CEOs & CFOs Looking for: • Near-term improvement in financial results. • High-powered analytical work they and their departments don’t have dedicated time to do. • The best available help, but can’t afford a half million $ study from the large firm and the luxury of training fresh MBAs. • Help in communicating complex information in a simple, easy to understand way.

11. Reasons to use a large established Firm instead Allan Roth & Company • You need massive resources for a long period of time. • You need help outside areas of expertise. • Your assignment will have no measurable impact on the client, or the benefits are unlikely to justify the expenses by a factor of at least four. • You need the brand name of a large international firm to provide credibility to your Board, or others.

12. Conclusions Services from Allan Roth & Company do not replace or compete with those from the large International Management Consulting Firms. They will fill a niche need of an executive requiring a short-term, focused project with near-term measurable results. In short - Allan Roth & Company will provide you with a focused and disciplined approach to meet your required bottom-line results. State of the + Real World = Better Business Art Technique Experience Performance Allan Roth & Company, LLC www.allanroth.com / ar@allanroth.com Phone 719-955-1001 / Fax 719-260-7904 102 S. Tejon Street – Suite 800 Colorado Springs, Colorado 80903