Page 3

Project E-Storm

Page 4

Operation E-Storm Executive Summary

Long term growth in the electronic commerce market, complimentary vision, common customer targets, and recent equity market movement has created an excellent opportunity to assess a merger between Hurricane and Tornado

Attractive Potential Synergies Mission/Goals - both companies are taking very similar paths in their standalone plans Products - broader portfolio increases addressable market prospects for growth Markets/Customers - broader vertical industry presence; could be #1 or #2 in North America Operating Efficiency - Significant new revenue and cost saving opportunities

Various Deal Structures Possible, two have the potential to be successful Option A - Tornado acquires Hurricane in a stock transaction Option B - Earthquake acquires Hurricane and then merges it with Tornado Option C - Hurricane acquires Tornado and Earthquake brings additional Hurricane shares to reach majority

ownership

Preliminary analysis shows NEWCo. is well positioned for global leadership and the deal could be attractive NewCo - US$218 million sales, 1,400+ employees, 85% Revenues in the Americas, 10% Revenue in Europe, 5%

Revenue in Asia, no debt, $160 million cash on balance sheet. NewCo is well positioned when benchmarked against Woody Shareholder value growth is likely to accelerate after the transaction Valuation premiums can result in attractive earnings accretion potential, depending on the deal structure Current stock prices for Earthquake/Tornado in an advantageous position for a transaction

Need to agree on next steps

Page 5

Hurricane Tornado

Operation E-Storm Mission, Goals & Objectives

Mission - To make electronic commerce pervasive worldwide

Key Strategies - focus on B-2-B ECommerce solutions, especially large

and mid-sized companies focus on trading community and content vs. software

applications and tools prepare for the EC acceleration in late 1999 to 2000 50% of all revenue will be recurring by year end 1999 increase customer support per customer leverage installed 40,000+ customer base

Key Milestones - formed strategic alliance with Baan - 11/8/98 acquired ACQUION & MACTEC’s Material

Management Division Won AS/400 Ecommerce Showcase Product

Excellence Award Acquired Premenos and SupplyTech acquired EDI Works! To expand its Ecommerce

outsourcing business

Mission - leading global provider of network-centric B-2-B electronic commerce solutions that offer both best of breed EC infrastructure and transaction processing services.

Key Strategies - focus on creating communities that support an entire

supply chain offer high value, mission critical, and hard to replace

solutions expand globally to rapidly achieve worldwide industrial

strength status measurably impact the client’s business via increased

revenue, lower cost, and increased customer satisfaction

Key Milestones created as a result of a major merger - September 1,

1998 selected by Compaq to provide payment engine for new

Internet Commerce initiative certified by the automotive industry to provide ANXZ

services to their suppliers selected by Microsoft to provide payment gateway for

new Site Server 3.0

Similar Mission and Strategy!

Page 6

Operation E-Storm Markets & Customers

Hurricane Tornado Geographical Presence - Number of Employees

or Distributors

USA 860 emp, Y- distr. 45 emp.; Y - distr.

Canada 5-10 emp, Y- distr. 400 - 450 emp;Y - distr.

Rest of the Americas 10-15 emp, Y- distr. none

Europe 150 emp, Y-distr. none

Asia 0 emp, Y- distr. None

Vertical Industry Currently Served (Y/N)

Automotive Y Y

Banking & Financial Services N Y

Construction N Y

Government Y Y

Oil & Gas Y N

Retail/Consumer Goods Y N

Sports & Leisure N Y

Telecom & Utilities Y Y

Trade & Transportation Y Y

Customer Segments Served (no of customers)

large (greater than $500M in sales) 5% 1%-2%

medium (less than $500M, greater than $50M) 20% 8%-9%

small (less than $50M) 75% 90%

Synergistic Geographic Markets, Industry Verticals & Customer Segments!

Page 7

Operation E-Storm Products

Hurricane Tornado Traditional E-Commerce - Product List

PC Trusted Link Commerce EdiKIt

STX

Mid-Range EDI/400 ECXpert

Mainframe STX/MainFrame MessageWay

Network Network, Net Access, AIBN, BEBN, Web Dev

Web Hosting, Web TotalNet, Web Hosting,

Serving, IVAS, INP, Advantage Internet, ANX,

Templar BuyWay

Emerging E-Commerce - Product List

Order Management Trusted Link Procurement, Outsourcing @Commerce

Logistics TrackPro

Internet-Enabled Ecommere Express, @Commerce

Templar

Security - Product List

Firewalls & VPNs PrimeFactors

Certificates OnWatch

Payments & Processing - Product ListBill Payment CAN-ACT

Bill Presentment Bell Direct

Bill Processing

Significant Product Rationalization Synergies!

Page 8

Operation E-Storm 1998(E) Financials

Hurricane* TornadoDollars in Millions ($US)

Revenue Software $52 $ 6 Software Maintenance -- recurring $24 Network Services -- recurring $36 $45 Professional Services $25 Other $ 5 $25 Total $142 $76

Gross Profit (Gross Margin %) 72% 30% - 40% Operating Profit (Operating Margin%) 17% negative Customers 45,000+ Employees 1,000+ 400 - 500

(adjusted for Bell

resources)

*Source: CIBC Oppenheimer

Efficiency Ratios

Revenue per employee $150,000 $170,000 Sales & Marketing % of Sales 20.2% >35% Product Development % of Sales 8.8% >12% G&A % of Sales 16.6% >25%

Gross Margin Breakdown Software % 91.0% Services% 62.3%

Network Infrastructure Sourced from Sprint Sourced from Earthquake

Economy of Scale and Operating Efficiency Synergies Exist!

THIS IS ONLY A PARTIAL VIEW OF THE FULL DOCUMENT. THE REMAINING PAGES ARE INTENTIONALLY NOT SHOWN. THEY ARE SHOWN ONLY IN THE MEMBERS DOWNLOAD AREA.

ADDITIONAL TEMPLATE PREVIEWS

Click Link to Preview Document Guides

Anatomy of LOI - Ver1

Anatomy of LOI - Ver2

Asset vs. Stock Purchase

Purchase Price Payment Considerations

Ways to Structure the Deal - Ver1

Ways to Structure the Deal - Ver2

Ways to Structure the Deal - Ver3

Structuring Effective Earnouts

Tax Implications

What is a Reverse Merger?

LOI Tools and Templates Full Buyout

Asset Purchase - Ver1

Asset Purchase - Ver2

Stock For Cash

Stock For Stock

Stock For Cash & Stock

Earnout Partial Investments

Series A Preferred

Series B Preferred Presentations

Presenting the Deal - Ver1

Presenting the Deal - Ver2 (No Preview)

Presenting the Deal - Ver3

Presenting the Deal - Ver4

Presenting the Deal - Ver5

Business Sale Presentation

Buying or Selling a Business Step-by-Step Procedure - Click Here To View

http://jvmergerhelper.com/How_To_Become_A_Member.htm

(in slide show view)