To: REW who wrote (44334 ) 1/5/2001 9:08:46 AM From: REW Respond to of 44908 My letter to Roix on compensation: Scott Roix CEO - TSIG.com It was a pleasure meeting you a couple weeks ago. Thanks for the extended time granted to those in attendance. The information derived was substantial and very helpful. I know compensation is probably the main ingredient of anyone’s desire to fill a management position. As you have probably noticed, there is little reaction to every aspect of your employment agreement except for one. The method and amount goes a long way in setting investors impressions, both short and long term. The taking of commission by a CEO, especially from selected divisions, creates immediate credibility problems. It also creates a perceived favoritism to those divisions for them to receive additional attention to produce at the expense of the rest of the company’s focus. There is also a problem generated when the compensation levels appear to be beyond the historical ability to pay while maintaining and growing shareholder values. The shareholders, other than management, are approximately 40% owners. The shareholders that have been faithful longer term have sacrificed handsomely through the historical workings of this investment. My opinion, derived from assimilating many thoughts and discussions, would be to go easy through the first year. Find another way that draws on resources at a later date and is designed from growth without being or becoming excessive. Build confidence in the company and yourself. Proven results will create a generosity from the shareholders. Shareholders are customers too in a way. Satisfaction created from service, economic practices, and results will keep many more in the fold. One idea would be to have your bonus and commission eliminated and restructured as a 2% year end bonus based on the net profits. That would give everyone the feeling you would be working for the whole company to produce at maximum. Everyone wins. On another subject, the overall share distribution raises eyebrows. Now that the basic company has been formed, the amount of shares given in the name of acquisition becomes questionable. Anyone that has an idea of the business prospects and projections of the new company should determine the future short term value to be greater than today. Taking advantage of the reduced stock value to garner larger than deserved share allocations would have the appearance of taking advantage of shareholders that just had their shares cut by ten. Plus, we just hit a new low. My feelings would be for the various members of the management team to work to bring their overall holdings to around 50%. The above recommendations, if followed, would add to the bottom line increasing spending capabilities for fundamentals and lessen the outstanding shares raising the PE. These would directly create a greater stock price benefiting all. In turn the desired march toward leaving the dreaded OTCBB would be shortened. I thank you for your attention and consideration. I wish you and the combined company the greatest success. Bob Paul Henry's initial response for Roix: Bob, I'm about to go home, but wanted to respond briefly. I appreciate all the work you put into your e-mail, but do not have time to respond to much of it now. Relative to Scott's contract, I would say the following. We tried to give him comparable incentives to those he had at Affinity. These may be changed, but it would not be appropriate for any of us to discuss what those changes might be until they are completed and properly disclosed. I don't think it is right to say that Affinity got too many shares, or "took advantage" of the low stock price. It seems perfectly fair to me that Affinity received 30% of the company, when (1) for the year 2000, Affinity's revenues probably exceeded $25 million and they generated substantial positive cash flow, (2) the values of search engines and portals plummeted during the year, (3) TSIG lost $8.6 million in 1999 on revenues of $400,000 (and didn't do much better in 2000), and (4) TSIG survived in 2000 almost entirely as the result of substantial loans and advances from GeneralSearch and Affinity. In my view, TSIG shareholders are doing just fine to own as much of the company as they do. As you know, the stock market is not a sentimental place - what matters is the best each party can negotiate at the time the deal is done - it doesn't matter how much shareholders have lost or how long they have suffered. If I bought YHOO at $250 in January 1999 and am negotiating a deal now when the stock is at $30, the other side of the table is not going to go easy on me, nor would I expect them to - that is simply the law of the economic jungle. More tomorrow... Paul