TrafficCentral® Pre-Sale Business Opportunity Disclosure
 
Sales Presentation Availability
 
A sales presentation is maintained on-line and updated periodically and is available at this URL:

http://www.TrafficCentral.com/mktg/intro/slideshow.php
 
Experience of Key Executives

Doug Ashbaugh, President and CEO of TrafficCentral LLC
 
Graduate w/honors (3.95 GPA) BSIT Web Management, University of Phoenix, AZ, USA 2003
Studied Electrical Engineering, University of Vermont, USA
Studied Computer Engineering, University of Texas, USA, w/various awards for work in the area of Physics
Graduate w/honors (3.88 GPA) AS Electronics Engineering Technology, New England Institute of Technology, RI, USA 1981
25+ years software development, IBM, GTE, Citicorp, Convergys and Others.
Involved in the Internet since its early stages of development.
Personally developed, managed, and/or sold approximately 150 websites before TrafficCentral.
Professional experience as a Public Speaker and Web & Programming Technologies Educator.

Phone Hours: 9AM to 5PM EST M-F (941) 223-0329
Email and IM suport: anytime; doug.ashbaugh @ comcast.net or doug.ashbaugh @ verizon.net,
IM Support: AOL id = webiron, yahoo id = dashbaugh98, MSN id = salesteam @ hotmail.com

Cost of Starting and Maintaining the Business
Initial Licensing Cost Depending on the business opportunity chosen, the initial licensing fee can vary from $50 to $30,000. Financing may be available for a portion of this fee. For further information regarding financing options available, email Financing@TrafficCentral.com with the subject line reading "Financing of Nodes".
Node Owner's Business Opportunity Affiliate Program Fees 1% of adjusted gross sales of all orders processed by the Node are paid to the sponsoring node owner. If the node is purchased directly from TrafficCentral, the fee is paid to TrafficCentral. (This is a benefit to you also as a sponsoring node as you shall be paid this fee by node owners for node licenses you sell / sponsor). In effect, this is a one tier node owner's business affiliate program fee paid only one level upward to the sponsoring node.
Annual Royalty Fee 3.5% of adjusted gross sales of all orders processed by the Node. This fee applies to any sales originated by any Node Owner, Reseller, or Affiliate, that originate and/or process the sale through the TrafficCentral Node Technology and for sale of all TrafficCentral technology based products, even if not processed directly by the Node architecture.
Annual License RenewalThe annual license renewal fee will be 10% of the original licensure fee for the Business Opportunity purchased/licensed. At time of the second renewal and for subsequent renewals, the annual license renewal fee will be equivalent to 10% of the retail cost of the equivalent license purchased/licensed at current retail license prices. In the event that the Business Opportunity licensed is no longer part of the current product line the license renewal fee will be 10% of the retail price of the product at time of original licensure.
Annual Domain Registration FeeThe cost of this can vary greatly depending on the domain name registrar selected by the business owner. It can typically range from $9.95 per year to $36.95 per year. This expense is only incurred if the business opportunity is a Node purchase or a Reseller runs their own website. In addition to this, the Node owner may optionally separate the Exchange portion of the Node from their own marketing website, and if so, this cost may increase.
Monthly Hosting FeeMonthly or annual hosting costs may vary but generally will be in the range $9.95 to $39.95 per month based on the selection of the business owner in general.
Monthly Advertising and Marketing ExpenseRegular marketing and/or advertising expenses will vary based on the choices and channels selected by the business owner. A minimum of $100 should be budgeted on a monthly basis. The business opportunity can be very lucrative, but the businesses' income can vary dramatically based on the amount of advertising, marketing, and effort done by the business owner. The more active resellers and/or affiliates associated with the business, the less a business owner should need to spend marketing or advertising his or her business to become profitable.
Monthly Traffic Development ExpenseThis expense relates to the wholesale purchase or production of qualified saleable traffic and is required to satisfy customer orders of the node including orders brought in by active resellers and affiliates. This expense will vary but generally will cost 10% to 75% of the selling price per CPM (cost per thousand visitors). The more traffic producing members that the node obtains, the lower this cost becomes.
Payment Processor AccountsA merchant account, or other payment processor account, is required to electronically process orders. Other payment methods may be used such as check or money order, but are generally impracticable for Internet based businesses. The cost for a merchant account may vary greatly depending on the selection made by the business owner, and may also vary based on the credit rating of the business or business owner applying to the payment processor for this service. In most cases the fees charged by payment processors include a base monthly fee plus a per transaction fee and a per transaction percentage of the gross amount of the transaction. The business owner is responsible for payment processing expenses incurred on sales made by themselves, resellers, and affiliates, and may or may not be able to deduct these fees from commissions paid.
Miscellaneous Business Operating ExpensesThe business operator will generally require a computer with Internet access. The cost for this will vary based on the choices made by the business owner. A telephone may also be required, including the possibility of long distance charges for calls to other persons associated with the business including telephone communications with TrafficCentral corporate, other node owners, resellers, affiliates, business prospects, e-commerce providers, and other business partners or associates.
Legal Expenses for Contract ReviewTrafficCentral does not require, but strongly recommends, that each business opportunity owner have the various legal documents used in the business opportunity reviewed by a qualified independent attorney at the business owners expense. Hourly rates for attorney qualified to review Internet related contracts and/or documents may be higher than hourly rates charged by general practicing attorneys.
Professional Services FeesSome maintenance activities required to continue normal operation of the business opportunity may include database recovery or reinstallation of the operating environment. In the event that the business opportunity owner is incapable of installing software licenses, recovering operating environments, or generally requires assistance from TrafficCentral product support or installation staff, there may be fees charged to accommodate this level of professional business support. These fees may vary but are currently based on a service rate of $100 per hour. These fees are further discussed in the proposed node owner licensing agreement under the subheading "Disaster Recovery Measures". Additional fees may be incurred for business opportunity training.
Digital Millenium Copyright Act Registration FeeThere is a mandatory Digital Millenium Copyright Act fee. This fee registers the website with the US Copyright Office and has many specific and required legal protections and benefits. It is currently $50. More information may be referenced on US Government related websites.

The Digital Millenium Copyright Act of 1998 found at 17 U.S.C. § 512 ("DMCA") provides recourse for owners of copyrighted materials who believe that their rights under United States Copyright Law have been infringed on the Internet. Under the DMCA, the owner of copyrighted materials who has a good faith belief that their copyright has been infringed may contact not only the person or entity infringing on their copyright, but may also contact the designated agent of an Internet service provider to report alleged infringements of their protected works, when such alleged infringements appear on pages contained within the system of the Internet service provider.

Database Backup and Archival Expenses; CD Creation Hardware and Software and MediaSome Business Opportunities, including current Node Licenses, require the licensee to make regular and periodic backups of the website and website database. The cost of CDR media, CDRW media, CD Burner Hardware, and CD burner Software may be required to complete these backups. This is estimated at $150 initial cost and approximately $25 per month or less for media. Postage to mail periodic copies of the database to TrafficCentral is required if electronic transfer of the database to the Universal Protector node fails for any reason.
Computer CostsIn order to operate any of the Business Opportunities offered, the purchaser must have access to a computer that can access the Internet and must be enabled with a standard web browser such as Internet Explorer from Microsoft or Netscape Navigator from Netscape Inc. The cost for a computer will vary substantially from hundreds of dollars to thousands of dollars. For purposes of running a business opportunity a lower cost computer is all that is required so long as it is Internet capable and has industry standard web browser as described herein.
Computing CostsDepending on how the Business Opportunity purchaser operates the business, whether from a Free Internet access point, through Internet access via modem, or Internet access via cable or satellite based providers, the cost can vary anywhere from $0 per month to a couple hundred dollars per month, or even more if common Internet access is unavailable to the general public for a particular geography. Each Business Opportunity Purchaser should evaluate the Internet access options in his/her area and assess this cost independently.
Web Browser Software ExpensesThe cost and versions of browsers may vary over time therefore there could be a requirement to operate the Reseller site or Node that spcifically states use of a particular brand of web browser software. Should this occur, the Business Opportunity purchaser may be required to purchase the appropriate web browser software. This expense should not exceed $150 per year based on past experience with the products noted.
Operating Environment Firewall SoftwareTrafficCentral HIGHLY recommends that Business Opportunity Purchasers continuously run some form of modern firewall software on the PC's that operate TrafficCentral Nodes. This is to prevent many forms of indirect attack, especially from SPAM that contains viruses. As a TrafficCentral Node Owner, you will likely be targeted for various forms of SPAM or direct IP attacks, and the current firewall technologies are sufficient in general to defend against the attacks. The common names in the industry are known to work well and cost in the price range of $60 to $100 in general. Again, this is only a HIGHLY recommended, but not required, item. This is noted only for completeness in this disclosure.
SPAM defense oriented mail services or hosting; or SPAM protection software of some kind.SPAM (unsolicited email) is going to continue to be a problem. It is recommended that each Node owner use a SPAM arresting or blocking mail service or software package. This will help defend from viruses attached to emails and to improve productivity for all Node Owners, Resellers, Affiliates, and Other Participants. The costs of such services or software products vary greatly, but can range from around $10 per month to annual one time fees for the software in teh $50 to $100 range. The fees will vary greatly depending on the depth of features and volume of email that each individual involved received through the account or service. This is noted only for completeness in this disclosure.
Virtual Fax Account, Fax Software, or Physical Fax MachineEach Node will likely want to have a fax number available in the event some transaction requires information or signatures faxed in for clarity or legal confirmation of a transaction. The cost of virtual on-line fax services, or local physical fax machines may vary greatly. Monthly costs may include a separate phone line at the Node owners discretion for physical fax machines, and that ranges greatly with the local telephone company. Generally, the cost of a standard phone line will be in the ranges of $30 a month. Virtual on-line fax accounts that allow receipt of fax images via email will start at approximately $12.95 and may include supplemental charges depending on the details of the service and volume of transactions each month. Fax Software that can run on standalone computers may vary from $50 to $250. Fax machines are NOT a mandatory requirement for investing in the Business Opportunities but is noted herein as a recommendation only and for completeness of this disclosure.
Basic HTML SkillsIn general, basic website design HTML skills are helpful for node owners or resellers, but are also not mandatory to operate a well maintained node or traffic seller website. There are some considerations for patches and other maintenance as outlined in the next section. Each purchaser will have to assess their ability to do basic site maintenance or desired or special customizations. The costs described herein are intended to be for a standard license with all patchkits available to be applied to bring the node to a latest level of available operation for that specific version of the product that is licensed, and not generally to change to operation or cosmetic appearance of the business opportunity. Cosmetic changes and their related expenses are not generally considered as expenses but only mentioned for completeness as part of this document. See the section on Site Customization, Maintenance, and Patch Installation for a more detailed perspective.
Site Customization, Maintenance, and Patch Installation Business Opportunity purchasers including node owners, reseller site owners, or others, are generally responsible for the labor and skills necessary for customizing their home pages or subordinate pages. In general this effort is relatively simple in nature for experienced web designers. No specific training will be provided on how to do so. TrafficCentral will provide patchkits for node owner installation. The patchkits will generally require the node owner to know how to use Winzip to uncompressed a patchkit and then know how to FTP the patchkit into place. In some cases, database manipulations may be required, but not generally. Instructions on how to install each patch will be provided. Node owners are responsible in general for application of these patches, unless TrafficCentral rates a patch as complex and high risk, of which TrafficCentral may option to do the patch installation for the Node owners. The cost of skilled labor varies substantially for customizations, and patch installations. If a node owner has the skills required, the cost can be $0 to apply patches or customize their sites, but if they do not, there is currently no way to predict the overall cost to the node owner or reseller, and each will have to assess that on their own. You can safely assume that less than an average of 20 hours of maintenance per quarter (3 month period) will be required to apply patches as a basis to estimate these expenses. For a current list of patches, node owners should join the node owners fora. Each new node installed includes all current appropriate patch kits. The patches will be managed through node owner only allowed security and links that can be found in the forums at http://www.TrafficCentral.com/fora/ .
Business Opportunity Purchasers ConsoleThe entire Node Command Center (operators console) and Reseller Websites were developed on 19 inch monitors primarily, and 17 inch monitors in general. While either of these are NOT specific requirements in anyway, and the system can be operated easily and comfortably on any size monitor greater than 14 inches in size, it would be ergonomically beneficial to the Business Opportunity Purchaser and/or it's related Operators, to have larger sized computer monitors for convenience. The cost of a computer monitors in the larger range of size noted will vary greatly depending on the technology it is constructed of and may range anywhere from $250 to several thousands of dollars. This is noted only for completeness in this disclosure. All sizes noted are the monitor's diagonal screen area based on industry norms for advertising such measurements.
Responsibilities between Business Opportunity Purchasers and TrafficCentral®
Summary of Responsibilities

This paragraph should be considered a summary only and full details of all obligations will be included in a separate contract for the licensure of the business opportunity. Copies of the contracts will be made available upon request to perspective Business Opportunity Purchasers.

In general, the responsibility of TrafficCentral LLC is to provide a functional piece of licensed software to the business opportunity purchaser and to repair any defects in that software on a best effort basis, and to make them available to business opportunity purchasers in the form of an installable patchkit with instructions. Business opportunity purchasers will generally be responsible for installation of patches on their systems.

TrafficCentral will also have the responsibility to monitor and periodically report traffic quality and patterns for all Business Opportunity Purchasers. Free basic training provided to the business opportunity purchaser will be provided by TrafficCentral in the form of on-line web pages, in an eBook, on-line fora, or some equivalent form. This training will be specifically related to day to day operation of the business opportunity. For traffic seller websites, no specific training will be provided other than on-line guidelines for allowable marketing practices.
 
As information is available, TrafficCentral will post notices in the reseller area of TrafficCentral's website, which will include on-line references to current laws to assist Business Opportunity Purchasers to operate within current laws, although TrafficCentral does not claim to be or act as legal counsel, but will generally note special interest items only as they arise in the industry as information becomes available. This effort, however, does not imply that the information provided to Business Opportunity Purchasers is a complete representation of the current law(s) that may involve operating the specific business opportunity.

In general, the business opportunity investor has the obligation to TrafficCentral to pay the appropriate annual fees as well as operate the business in both a legal and ethical manner as described in the formal contract details. If the business opportunity purchaser does not understand how to operate the business, the business opportunity purchaser will seek to hire another qualified business opportunity investor or potentially hire TrafficCentral corporate staff, as available, for training. Traffic sellers have the specific obligation to operate within allowable business guidelines, which include abiding by current laws including CAN-SPAM and the U.S. Patriot Act, and other FTC guidelines. Traffic resellers may obtain training through the node owner, or hire another qualified person to assist in their education. TrafficCentral node owners and the company itself will provide various on-line materials over time as they are available to assist with marketing ideas and training. Some training or materials will generally be made available but TrafficCentral does not intend to be the primary education channel for any business opportunity purchaser and recommends seeking other marketing or technical experts for training. While TrafficCentral may make recommendations of such persons or other resources, the business opportunity purchaser may seek out independent council and consultants as they see fit.

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