Ltbx Executive Summary 2010

LocalToolbox Proposal for XXXXXXXX 12/2/09 About LocalToolbox 1. Who is LocalToolbox? LocalToolbox is the leading provider of cost-effective, uniquely branded web portals. Our Affiliates benefit from retained client loyalty by offering them distinctive local content targeted to their market mixed with wide-ranging national content, including news, classifieds, photos and video. At the core of our product is an easy-to-use, web-based publishing system that allows us to quickly recruit local content partners and edit user-generated content on your behalf to publish on the portal. 2. Where did we come from? - The concept of LocalToolbox was first born out of the online newspaper business in 1994 and was translated to a portal platform for cable operators as part of the ISP Channel in 1998. ISP Channel, which provided back-end provisioning to get cable operators into the Internet connectivity business, ceased operations by the end of 2000, during the crash of the “dotcoms.” At that time, the LocalToolbox portal software platform was spun out to continue offering the portal service to telecommunications companies across the U.S. 3. Who are we now? – LocalToolbox now operates more than 800 community portals in nearly every state. We host portals for 55-plus telecommunications companies in the U.S. and the Caribbean. Since we pride ourselves on customer service, we are happy to let our prospective clients talk to our existing affiliates. 4. Where are we going? – In 2007, LocalToolbox officially launched its next generation of portal software (LocalToolbox 3.0) and is presently (2009) rolling out its latest version (LocalToolbox 4.1) to affiliates, adding such cutting-edge technology as Ajax to facilitate “drag and drop” personalization, all-new RSS reader technology, a new Fox News video player, a fully customized video Player featuring Reuters news video and locally generated video, and completely interactive user-generated local content. While historically, much of LocalToolbox’s focus has been getting local content partners (schools, chambers of commerce, non-profit groups, etc.) to publish through its web-based publishing tools, we have begun to broaden that focus to include “user-generated” content. Our mission of engaging the community with compelling national content and features, wrapped around a core of true Local content, has never changed. But the methods by which we achieve that goal are constantly being updated and revised along with the software platform.

LocalToolbox Portal Features 1. Local Content – LocalToolbox specializes in finding and retaining local content partners, such as schools, chambers of commerce, local clubs, media outlets and community members that are featured in the local section of our Today’s News Module (see image 1). Image 1

2. Content Gathering – LocalToolbox gets local content through a combination of online publishing and harvesting features: a. Publishing – We use a set of web-based publishing tools (see Image 2) that can easily be accessed from the first page on the portal. The tools allow selected members of each community to have publishing rights on the portal, as well as allowing anyone in the community the ability to post stories, photos, articles, classified ads and videos to the community section of the portal. The video tool allows users to imbed third-party (YouTube, etc.) videos to be viewed by others in the community. Local content partners (schools, chambers, etc.) are hand-picked by LocalToolbox and/or its affiliates in each community and have access to publish live on the portal. In addition to the approved local content partners, anyone in the community can contribute stories, photos, classified ads and calendar

events to the portal. Those submissions or “user generated content” are then queued until approved by the site administrator (LocalToolbox editor or affiliate) for publishing. Image 2

b. The Method – Regular contributors of user generated content through the publishing tool can be tracked and later recruited to become official local content partners. Once approved as a local content partner, they are allowed to bypass the editorial queue. We can also turn popular contributions to the portal into a local RSS feed (see Harvesting) to which other users can subscribe. c. Harvesting – LocalToolbox uses a combination of RSS (Really Simple Syndication) protocols to receive headlines from local news organizations such as newspapers, radio and TV stations. We also have a “web harvesting” script that allows us to pull headlines from any existing media website even if they are too small or not yet advanced enough to provide

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

3. Local Advertising – In addition to local content, LocalToolbox specializes in selling and/or helping its affiliates sell local advertising on the portal (see Image 4). We can do it all for you and write you a check at the end of the month, manage the process for your sales teams for a nominal fee, or let you do it all yourself through our online ad tools at no charge. LocalToolbox is also soon releasing a video ad player in which local TV commercials will be streamed over the portal. Image 4

4. User Manager – Registered users on the LocalToolbox portal system can login to their portal and customize their content through “drag and drop” movement of modules and by adding their own RSS feeds (see Image 5). The user manager allows users to choose from hundreds of RSS feeds available on the web and quickly add them to their personalized page. Users can also add their own stock quotes to the ticker and add as many weather zip codes as they’d like to have displayed on their personalized portal. Image 5

5. Video Player – LocalToolbox offers two primary video player systems: A fullycustomizable Reuters News Service/Local Origination video player and a customized Fox News video player.

a. Fox News Player - Through our partnership with Fox News, LocalToolbox can customize a Fox News video player (see image 6) on the portal for each of its affiliates. Users can choose from thousands of videos on dozens of subjects such as news, business, entertainment, music, movies, TV, comedy, games, sports, family, science/technology, etc. The Video Player appears both on the front page of the portal (see Image 6) and in its full version on an inside Video Channel page (see Image 7). Image 6 – Fox Portal Front Page Version

Image 7 – Fox Inside Video Channel Page Version

b. Reuters News Service – Through our partnership with Reuters News Service, LocalToolbox can customize a Reuters/Local video player (see image 8) on the portal for each of its affiliates. Users can choose from thousands of videos on dozens of subjects such as news, business, entertainment, music, movies, TV, comedy, games, sports, family, science/technology, etc. The Video Player appears both on the front page of the portal (see Image 8) and in its full version on an inside Video Channel page (see Image 9). Image 8 – Reuters Portal Front Page Version

Image 7 – Reuters Inside Video Channel Page Version

c. Local Origination Video Player (available Q1 2010) – Integrated with the Reuters video player is a content management tool that allows Affiliates to upload their own locally generated content to the video player. This local video is controlled by the Affiliate and can consist of any video they deem appropriate for the portal, such as customer service videos, product demos, local commercials, local sports, etc. This feature will require the Affiliate to host a custom-built video server on their network and may incur additional fees. LocalToolbox maintains this server remotely for the Affiliate, although the Affiliate retains the rights to controlling the actual video on the server. 6. Open Platform - The LocalToolbox platform is designed in such a way that we can integrate just about any content you’d like to see on your portal. We have numerous pre-negotiated deals with content companies such as Google, TV Guide, Tribune Media Services, Associated Press (see Image 10), Fox News and several more, but you are not obligated to use any of these partners. We believe that choice is a good thing. If you can find a content partner you like better, we will work with your partner to give your users the best experience possible on the portal. Image 10

7. Search – LocalToolbox uses Google for search (see Image 11). LocalToolbox typically passes up to 80% of the revenue generated by search back to our affiliates. We believe that our affiliates should be able to generate substantial revenue from search, often as much as 25-35 cents per subscriber. Additionally, LocalToolbox takes a direct feed of search results from Google. This allows LocalToolbox to display search results directly on the portal (see Image 12), instead of sending your customers away to Google. Displaying search results on the portal allows us to keep visitors inside the portal and expose them other types of local advertising and links to other features in the portal. Image 11

Image 12

8. Mobile Platform – The newly released mobile platform (see image 13) connects customers to the community portal even when they’re not at their computer. Customers can now post and browse local news, classified ads, photos and events right from their phone, PDA or other mobile device. The mobile platform also allows them to search with Google.

Image 12

9. Tip of the Iceberg – This is just a small sampling of what LocalToolbox can do for its affiliates. We consider ourselves your “in-house, out-sourced solution.” You get all the benefit of a low-cost, out-sourced solution with all of the control and benefit of an in-house product. LocalToolbox also offers online gaming (see Image 14), fully customized weather (see Image 15), TV listings grids (see Image 16), entertainment channels, sports news and more … Image 14

Image 15

Image 16

Pricing and Product Descriptions Attached here are the portions of the LocalToolbox contract below (Exhibits 1 & 2) that specifically deal with pricing: Exhibit 1 LocalToolbox Products and Services Premium/Enterprise Portal: Company shall provide Affiliate with a Portal and tool kit to enable Affiliate to provide and enable localized content to Affiliate's customers in a particular location. The Portal shall include at least the following: Homepage Modules included in Premium Portal - User Manager (optional) – Allows individual users to login and customize portal with “drag and drop” and adding RSS feeds - Email – Allows users to login to Affiliate’s email system - Google Search – Web search and Top Searches - Today’s News (Associated Press news) – Animated Flash module - Services – Links into Services Channel page for company information - Promo – Links to company promotional materials - Health – Promotes content contained on Health Channel Page - Entertainment News & Videos – Promotes content on Entertainment Channel Page, such as Clever Media games, movie trailers and information, music news and video, TV news and video - My Weather – Individually customizable weather module - Finance News & Videos – Promotes Finance Channel Page - Sports News & Videos – Promotes Sports Channel Page - Yahoo! Finance – Stock chart and Quotes - Feature Movie – Movie promo and link to local show times (only available in areas with Local License, as outlined below) - National Advertising Module Channel Pages included in Premium Portal - News: Reuters or equivalent news, photos, video – Fox News or Reuters video player - Weather: Localized for market (with or without Local License) and personalizable - Sports: News, video, scores and scheduled games - Finance: News, video, market index, quotes - Entertainment: News, movies, music (player not included), games (Clever Media), TV news, TV listings (see below) - Video: Fox News or Reuters video player, includes more than 10 video channels - Services: Customizable modules to present company products, services and help Local License - Local Tab in Today’s News module - Local Papers/RSS feeds Tab in Today’s News module - Local Channel Page – Includes web-based publishing system for Local Content Partner and User Generated Content publishing to Portal. - Local Calendar - Local Photos - Local Web Cameras - Local Movie Listings within designated zip codes

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Local Advertising Module Exhibit 2 LocalToolbox Rates and Fees

Premium Business Portal Rates (includes 10 hours of custom development) Data Subscribers Setup Fee Monthly Fee Local Licenses Included* 0-25,999 $750 $750 3 Premium Enterprise Portal Rates (includes 20 hours of custom development) Data Subscribers Setup Fee Monthly Fee Local Licenses Included* 26,000-49,999 $1,500 $1,500 5 50,000-200,999 $3,000 $3,000 5 201,000-500,999 $5,000 $5,000 5 501,000-1,000,000 $8,500 $8,500 5 1,000,001+ $12,000 $12,000 5 *Add. Local License $225 $225 or 5 for $1,000 Search Revenue - Google - Affiliate Portal or the combination of all Affiliate Portals must generate more than 50,000 page views per month to qualify to receive search revenue. -

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

TV Listings Affiliate may choose between three TV listings programs: - TV Guide (Free) – I-framed TV Guide grid inside the Affiliate Portal. Grid contains links to additional TV information that is hosted on TV Guide’s site. - Tribune Media Services – TMS (Additional Charge) – TV listings grid is completely contained within Affiliate Portal. Links to additional information are also completely contained within Affiliate Portal. TMS fees: Monthly Fee Channel Lineups/Grids $600 1-10 headends $850 11-25 headends $1,100 26-50 headends $1,350 51-75 headends $1,800 76+ headends Hit (Page view) Reporting - Web-based Analytics Tool – No charge Optional Products and Services Product Integration Affiliate reserves the right to negotiate relationships with third-party content providers and ask that they be integrated on the portal. Such integration services may incur additional charges for integration based on the complexity of the service. Such charges, if any, would be quoted by Company and approved by Affiliate before any such integration work would commence. Design Upon mutual agreement, Company will provide Affiliate with additional custom portal design work at a rate of $175 per hour.

Server All portals are by default hosted by the Company on Company’s equipment in Company’s data center at no additional charge. Should affiliate decide to host the portal itself on its own network in its own facility, Company shall purchase, setup and install a server to host Affiliate's Portal on Affiliate’s network. Upon installation in the Affiliate’s facility, title to the server will pass to Affiliate. The fee for Server procurement and installation is $3200 ($1,500 for the server, $1,700 for software setup). There is an additional monthly maintenance charge of $250 for nonenterprise affiliates. Should Affiliate provide its own server, Company will charge Affiliate $1,700 for software setup only. Domain Name Service Company shall procure and host Affiliate’s preferred domain name (depending on availability of preferred name) for a fee of $50 per year, due in advance of each year’s renewal.