Innovative Professional Solutions, Inc.

1. Innovative Professional Solutions, Inc. Corporate Overview

2. Innovative Professional Solutions, Inc. Introduction to the Company • Gain understanding of the magnitude of the markets in which IPS is positioned • Understand why the company is raising additional financing and the opportunity that is now available INNOVATIVE PROFESSIONAL SOLUTIONS, INC. (IPS), is a company that specializes in providing products and services to two multi-billion dollar markets – the health industry and the legal profession. The company provides innovative ways for these industries’ professionals to communicate with their clients, market their services, and receive mandatory continuing education. This market is just now beginning to blossom. In this presentation you will see how IPS is positioned optimally in both fields and learn why the company is raising additional funds.

3. Innovative Professional Solutions, Inc. The key to the success of any company is in the effectiveness of its marketing strategy. Most companies spend millions of dollars a year marketing to individual customers. This often results in smaller Gross Profit Margins, which directly affect shareholder value. Some companies’ gross profit margins are less than 5%, meaning that out of every dollar of revenue, only a nickel or less may be accounted for as profit. IPS products and services are uniquely suited for a different marketing approach … one that results in Gross Profit Margins in excess of 70%. • Microsoft Corp. runs on a Gross Profit Margin of 80% on average.

4. Innovative Professional Solutions, Inc. We discovered that certain organizations had tremendous numbers of customers AND a very clear use for our products and services. We focused on developing strong relationships with these organizations – customizing our products and services to best suit their particular needs. We developed very strong loyalty and good will with these organizations, as would be expected - we fulfill their needs while enhancing their revenues. This is the cornerstone of our business model: We provide our products and services to prominent organizations for them to market to their existing customer base. We deliver the means for these organizations to derive additional revenue from their existing customers and they subsequently market our products and services … AT NO COST TO US.

5. Innovative Professional Solutions, Inc. The Dr. Phil Show Learning Information Technologies THE AMERICAN BAR ASSOCIATION AOL/TIME WARNER American Association of Marriage and Family Therapists JUGULAR SPORTS Zurich Financial Services Group

6. Innovative Professional Solutions, Inc. THE DR. PHIL SHOW The Dr. Phil Show is the second most popular talk show in the nation. Millions of people watch daily. IPS’s myTHERAPYnet.com has been selected to be the EXCLUSIVE provider of online therapy for the show’s guests and viewers. Simply put, within short order, myTHERAPYnet.com will attain tremendous market exposure … directly to its target demographic at no cost to IPS.

7. Innovative Professional Solutions, Inc. The relationship between the Dr. Phil Show and IPS perhaps most clearly illustrates how very valuable IPS is as an acquisition prospect. The revenue that will result just from this aspect of the business has been estimated to reach $100 million annually within two years because of the immense popularity of the show and the consequential vast exposure to the marketplace that IPS will experience.

8. Innovative Professional Solutions, Inc. THE LEGAL PROFESSION IPS has created very significant alliances with the AMERICAN BAR ASSOCIATION, various state and local bar associations and many law firms, both large and small. The legal industry has specific needs which IPS has done very well to incorporate into its products. The American Bar Association sees tremendous value in offering the IPS OneVoice™ product to its members as one of the ABA’s current initiatives is to respond to its membership’s desire to receive direction on implementing technologies that enhance their legal practices. This aspect of IPS’s business is an attractive acquisition to legal industry conglomerates such as West Group, Lexis Nexis and Wolters Kluwer. • AFTER the dot-com “bubble burst”, Wolters Kluwer acquired LoisLaw.com for $95 million. • Projections indicate that collaboration software is just beginning to see usage in corporate America and an exponential increase is expected through 2007. Even at this very early stage, WebEx generated $85 million in revenue last year, up 300% from the prior year.

9. Innovative Professional Solutions, Inc. PRESS Web conferencing is one of the best technology tools for communicating powerful messages to targeted audiences. Innovative Professional Solutions’ OneVoice (www.onevoice-law.com) is designed with functionality specifically for the legal industry. -American Bar Association, The Magazine, by Edward Rholl, October 2002 This product [OneVoice Conferencing] is solid, and will give you all that you need to make effective presentations to your audience. I was also very happy to find out that the controls for the conference are easy to master with no special training required. -ESQ LawTech Weekly, by Glenn Garnes, December 13, 2002

10. Innovative Professional Solutions, Inc. PRESS Online therapy, the marriage between technology and a healing art, has been a hotbed of controversy over the last few years. As is the case with anything new, there are those who lead the way and, necessarily, those who advocate caution and temperance. Nearly everyone in the field will say that online therapy is not intended to replace traditional therapy - the goal is to enhance it. Surprising to many, in some form or another, online therapy or E-therapy has been around for nearly a decade, from the early days of the Internet as we know it. The Web quickly became a hotspot of communications, with email and chat rooms leading the way. The earliest online therapy practitioners used email and chat to see clients and broke ground for a medium that is still in its early stages. EXCERPT From FamilyTherapy Magazine – by Kathleene Derrig-Palumbo, Chairman, IPS

11. Innovative Professional Solutions, Inc. EXECUTIVE SUMMARY Company Profile

12. Innovative Professional Solutions, Inc. COMPANY PROFILE Innovative Professional Solutions’ (IPS) business plan focuses on providing an exit to its Stockholders through acquisition. The Company’s products are timely and have been received extremely enthusiastically by its initial customers. IPS is introducing its products to the legal industry, where it possesses a highly valuable relationship with the American Bar Association and to the health industry, where it has developed a reputation as the leader in the provision of online mental health services. As a result of the Company’s reputation as a responsible innovator that grew from Management’s strategy of working collaboratively with the regulatory boards and associations of the mental health profession, the Company has recently attracted the attention of the highly successful Dr. Phil Show. The show will utilize IPS’ technology and network of over one-thousand therapists as an online counseling resource for its guests and viewers.

13. Innovative Professional Solutions, Inc. IPS’s objectives are to fulfill the growing demand for enhanced communications systems that specifically cater to the needs of professionals. This market is virtually unexploited. The only products that are currently available are not configured for the tasks professionals are generally faced with and are priced with large corporations in mind. IPS’s reputation in the mental health profession, where legal and ethical considerations are paramount, has translated into eager acceptance by professionals of other industries. They see that IPS’s success in mental health indicates that the company stands strong on sound principles and prioritizes quality of care above all else.

14. Innovative Professional Solutions, Inc. DEMAND FOR IPS PRODUCTS Although the concept behind the enhanced communications systems that IPS has built is relatively new, it is fast catching on as a way for businesses to see an immediate and significant ROI. When the myTHERAPYnet.com project began in April of 2000, there was very little buy-in to the concept. Many people felt that nobody would pay for communications they could get for free. Interestingly enough, in the 1970’s, people were saying the same thing about cable television. The founding principle IPS is built upon is that people WILL pay for quality service and brand recognition. Gradually, over the last three years, the company’s concept has proven to appeal to many. What once was labeled as “radical” is now considered “innovative” and will soon become “standard practice”.

15. Innovative Professional Solutions, Inc. While Dr. Phil begins exposing these systems to the health industry, the American Bar Association is educating its attorney members to the benefits and advantages that come with using this family of products. IPS enjoys a very close relationship with both the ABA Section of Law Practice Management and the ABA’s E-Lawyering task force. The E-Lawyering Task Force is specifically designed to research and recommend technological solutions for the practice of law. IPS combines a solid product line with a management team that possesses highly valuable relationships which have been leveraged for the benefit of the Company and its endeavors. • Advisory Board Member Stewart Levine is the Chair of the Education Board for the ABA Section of Law Practice Management. • IPS’s Edward Rholl sits on the ABA’s E-Lawyering Task Force Committee.

16. Innovative Professional Solutions, Inc. COMPETITION There are no companies that currently combine the range of products and services that IPS does. Additionally, no companies have targeted the professional service industries in the way IPS has. The key element that speaks volumes and attests to the degree in which IPS dominates these marketplaces is that the Dr. Phil Show, with its terrific success, would obviously only work with the very best. Proof of concept for IPS’s business model can be clearly seen in this relationship.

17. Innovative Professional Solutions, Inc. PRODUCTS AND SERVICES – Health Industry Online Mental Health Services – IPS’s unparalleled mental health service, myTHERAPYnet.com, is the undisputed leader in the industry. IPS founders set the tone for this new medium by prioritizing the legal and ethical requirements of the profession. The company and its management team attained such a stellar reputation that the Dr. Phil Show has entered into an agreement to exclusively utilize the IPS system to provide mental health services to its guests and viewers. The Dr. Phil Show is the second most popular talk show in the nation – it has maintained this position since the show’s debut episode.

18. Innovative Professional Solutions, Inc. PRODUCTS AND SERVICES – Legal Industry Conferencing and Learning Systems – The IPS conferencing and learning systems, OneVoice™ and VeriCourse™, allow organizations to eliminate travel while improving the quality of project collaboration. The American Bar Association, an association made up of over 400,000 attorneys is an IPS client as are the Internet Bar Association, and myLAWtips.com. Jugular Sports and Learning Information Technologies are clients in the action sports and education fields, respectively.

19. Innovative Professional Solutions, Inc. MARKET ANALYSIS

20. Innovative Professional Solutions, Inc. A demographic that is increasing and likely to seek out therapy in greater numbers are those with disabilities. According to the Census Brief, published by the U.S. Department of Commerce, December, 1997, “About 1 in 5 Americans have some kind of disability, and 1 in 10 have a severe disability.” Many of these individuals who want therapy may be discouraged from leaving their home because of their limitations. Online therapy is ideal for such individuals. Disabled Americans spend four times as much discretionary income as the teenage population: $1 trillion a year. A total of about 15 percent of the U.S. adult population use mental health services in any given year. - a study by the Surgeon General, entitled Mental Health: A Report of the Surgeon General “Depression” is the second most common word typed into online search engines (“sex” is of course #1)

21. Innovative Professional Solutions, Inc. 60 million people searched for health information online in 2001, and 40 percent of those searchers were looking for information about mental health. - Harris Poll The total online health and personal care market will profit $3 billion in 2003. - Jupiter Communications …the U.S. e-learning market [will grow from] $2.3 billion in 2000 to $14.7 billion in 2004, says research firm IDC. Worldwide the market is expected to top $23 billion. As E-learning moves to the head of the class, IT pros had better sit up and pay attention. -Tech Web, by Larry Lange, June 25, 2002 A Wainhouse Research study said revenues from the Web Conferencing market totaled about $288 million in 2001. Future revenues are predicted to hit … $1.73 billion in 2005. -Newsbytes, by Michael Bartlett, January 8, 2002.

22. Innovative Professional Solutions, Inc. While many companies adopt E-learning programs because of their rapid ROI – E-learning implementations provide immediate savings by eliminating hefty travel costs and instructor fees – the technology can also be a boon to employee performance. -Informationweek.com, by Elisabeth Goodridge, April 15, 2002 E-learning solutions lead the pack in 2002 when it comes to generating returns on corporate investments in information technology, says Nucleus Research of Wellesley, Mass. - elearning Magazine, September 30, 2002

23. Innovative Professional Solutions, Inc. EXIT STRATEGY

24. Innovative Professional Solutions, Inc. EXIT STRATEGY – The Acquisition Climate

25. Innovative Professional Solutions, Inc. EXIT STRATEGY The acquisition value of IPS is tremendous, even when considering only the mental health aspect of the business. Insurance and pharmaceutical companies top the list as possible acquirers of IPS in this regard. IPS also appeals to conglomerates in the legal, health, insurance and software industries. It is much more practical to acquire IPS than to compete with the Company. Time-to-market considerations make competing with IPS impractical as the technology alone would take easily over a year to develop. It would be tremendously difficult if not impossible to replicate the level of acceptance IPS has achieved. The company achieved its reputation by being first to market with a business plan that focused upon the prioritization of the legal and ethical considerations of the mental health profession. This foundation directly resulted in the Dr. Phil relationship which clearly illustrates the very high level of acceptance that IPS has achieved.

26. Innovative Professional Solutions, Inc. Deal Points • $.50 per Share • 40,000 Share Positions • 10% Annual Interest (paid quarterly) • Profit Participation

27. Innovative Professional Solutions, Inc. Management Edward Rholl Edward Rholl is CEO of IPS and has practiced law for eleven years with a focus on business development and transactions. He is the author of A Business Model for the Publishing & Distribution of Training for and by the Legal Industry (2000 Law For Internet). Rholl was formerly Director of Business Development of software training company Cognition, Inc. and is co-founder of the Internet Bar Association. Mr. Rholl holds a JD from Marquette University Law School and an LL.M. from Georgetown University Law School. A multiple scholarship winner and Law Review Editor, Mr. Rholl is published at 73 Marq. L. Rev. 435 (1990. ) He is a member of the State Bar of Wisconsin, the ABA Law Practice Management Section, the ABA E-Lawyering Task Force and the Law Marketing Association. Gregory Palumbo Gregory Palumbo is Interim Chief Financial Officer and Vice President of Business Development for IPS. He has extensive experience in software-based communications systems programming and project management. He studied business and history at the UCLA and is a graduate of the Juilliard School. He is an Advisory Board Member for Jugular Sports and is networked to leading figures in technology, entertainment, health and insurance.

28. Innovative Professional Solutions, Inc. Management Kathleene Derrig Kathleene Derrig, MA, MFT, is a graduate from the University of Southern California. Kathleene is considered one of the leading figures in the world of online mental health services. Kathleene’s career history includes Psychiatric Hospital Administration where she has served as Chief Operating Officer. She is a lecturer for high profile organizations such as the American Association of Marriage and Family Therapists (AAMFT). Kathleene also serves as a California Board of Behavioral Sciences Examiner, a highly prestigious position in the mental health profession. Foojan Zeine Foojan Zeine is Vice President of Program Development for IPS. Zeine is a licensed Marriage & Family Psychotherapist and Clinical Supervisor. She is the founder and the CEO for Personal Growth Institute, a not-for-profit organization that offers therapy service to the multi-cultural and multi-lingual population. Foojan also hosts a live television show which addresses psychological issues relevant to the general public, and has published many articles on the subject for national and international publications.

29. Innovative Professional Solutions, Inc. For More Information Call Toll Free 877.623.8345