Jason Newport CMO & Managing Director MobileBehavior 220 E. 42nd Street New York, NY 10017 jason.newport@mobilebehavior.com 1.212.453.2203

MobileBehavior

Mobile Advertising Innovation Creating Value with Cooperative Solutions & Services

A Strategic POV for AT&T Interactive

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EXECUTIVE SUMMARY

of MobileBehavior to identify points of entry and opportunity for AT&T Ad Solutions and its suite of mobile marketing and advertising products and services within the Omnicom group of advertising agencies and media services firms. We view the emerging mobile marketing and advertising opportunities for Omnicom agencies and media services companies as a growing but complex opportunity that is currently being addressed in a highly fragmented manner by agencies and wireless carriers. We addressed the following key challenges that are common among all strategists who work in or with the telecom industry to ensure that our recommendations are complete and considerate: 1. Overall Strategy: How is the digital economy evolving, what are the best strategic

responses and the most profitable market opportunities? 2. Voice and Messaging: How best to innovate core service offerings to add value and

grow revenues? 3. Data and Broadband: How to ensure incentives and rewards are better aligned

across the mobile advertising value chain? 4. New Communications Services: How can latent mobile network operator capabilities

be better exploited to address new market opportunities? MobileBehavior is a strategic specialty agency within Omnicom Group, tleading advertising and marketing communication services companies. We are an Omnicom common asset, designed to address the challenges and opportunities within the advertising industry that are not unlike those found in telecom or any industry with a dynamic value chain. We are keenly aware of the possibilities and opportunities that exist with this cooperative

strategic thinking happening right now in China, Germany, UK, and the successes and failures of the originators and replicators of the model. These players include Softbank, DoCoMo, Vodafone, and many more who each remain important in the development of our own innovative model and approach. The vertically integrated telecom business model is under attack from all sides. Our agency and our partners within Omnicom Group, and throughout the mobile advertising value chain, are proactively answering the call for innovation frleaders:

Vittorio Colao, CEO, Vodafone 2009

Ralph de la Vega, CEO, AT&T, 2009

Chairman Wang Jianzhou, China Mobile, 2007

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AGENCY POINT OF VIEW The risk that AT&T Ad Solutions faces under current circumstances is becoming an operational silo, developing and selling ad solutions and services on its own (with current partners). In addition to many other reasons to pursue an alternative, this will preclude AT&T from the benefits of the strategic recommendations MobileBehavior continues to actively provide to advertising agencies and media services firms within Omnicom for its 5,000+ clients. RECOMMENDATION AT&T and MobileBehavior should immediately develop mobile advertising environments, products and services that disrupt the traditional mobile marketing ecosystem and supply chain, enabling both Omnicom and AT&T to create and develop new and sustainable market space, solutions and services. This agency/carrier hybrid would transcend vertical categories and generate mass migration to the mobile Web, driving new mobile inventory and buyers to match essentially creating supply while simultaneously driving real-time demand. Our proposed transformational business would enable an unmatched, unified marketing and media services offering that would add tremendous value to consumer experiences everywhere with sustained commitments and participation from a premier network

operator, the leading agency collective, brands and businesses everywhere.. In tackling the common challenge of agency service, MobileBehavior and all Omnicom agencies recognize that generating positive outcomes requires engagement, and real engagement comes through experiences. Therefore, being able to map and shape those experiences

is the only way Omnicom and AT&T will be able to create strategies for genuine improvement and ultimately the transformation of services.

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VALUE CREATION VIA NETWORK INNOVATION We continue to see firsthand the networks of connected firms acting as an increasingly important alternative for traditional markets and hierarchies for value creation, namely those in Japan and Europe in telecom and agency/media services. Omnicom imperatives for its agencies 1. Digital, digital, digital and more

digital. 2. Global optimization. 3. Metrics and accountability. 4. Consumer insights for relevance. 5. Innovation. Re-tool. 6. Agility, flexibility, versatility. 7. Collaborate or die.

Omnicom Collaboration Models

Networks are argued to be better adapted to knowledge rich environments because of their superior information processing capacity compared to traditional mechanisms. We see the principal benefits of networking innovation in the context of AT&T and MobileBehavior in the following areas: Risk and cost sharing Obtaining access to new markets and technologies Speeding products (ad, media and otherwise) to market Pooling complementary skills Acting as a key vehicle for obtaining access to external knowledge

Of course, there are critical requirements that come with innovation activities between two companies with this measure of influence, including: Additional internal interface require coordination effort as well as high dependency

on other members of the network

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This underlines the need for an appropriate, situation-specific model for configuring and managing our proposed AT&T/MobileBehavior innovation network. We believe we have the appropriate players at the table in AT&T and MobileBehavior on behalf of the

-channels to day and room to grow with the future.:

MobileBehavior recognizes the need for both Omnicom agencies and AT&T to recognize the strengths and position of agencies and the carriers in the mobile marketing value chain. Brands now require their Omnicom agencies to tell a story on their behalf that drives consumer participation and paves engaging paths to purchase. Interactive agencies require publishers and media properties to customize and optimize

demand for focus on value-adding-services, accessibility and fostering of social interactions imust evolve in parallel to take advantage of this opportunity.

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MobileBehavior POV MobileBehavior and AT&T could jointly own the mobile triad, creating a cross-industry tele-media powerhouse; a best of breed mobile advertising, mobile agency services,

Focus of the joint offering would enable pervasive mobile marketing activity among thousands of brands and millions of small and medium-sized businesses in the US alone. This partnership would enable: AT&T on-portal content and inventory made available for influx of mobile advertisers

and site publishers Local mobile solutions and services for Yellowpages.com field Off-portal publishers and ad networks made available for preferred partner

consideration (beginning with current Omnicom and AT&T providers and partners) Cooperative Value Proposition We see very a very unique selling proposition in developing interactive/mobile advertising solutions. We know we can make your ad solutions and services stronger, broader and more meaningful, enabling: Additional revenue channels Groundbreaking value and measurement for brands and businesses everywhere Premium perception Partner-proven ROI measures and analytics Enormous distinction enabled with a media/agency/ATTi seamless offering

For MobileBehavior and each of partnership with AT&T is an opportunity that is not available with other forms of media and go-to market solutions. Unique benefits include: A holistic view of customers across technology platforms, channels and brands One-to-one access: targeting the specific user, as opposed to the larger household

associated with the service Customer data: AT&T maintains a wealth of subscriber and consumer information,

including data on customer usage, location, and demographics. Value for Agencies Primarily: Attract and satisfy brand advertisers with a standards-based, open mobile

advertising platform Leverage data that can be used in developing targeted campaigns Monetize the mobile advertising value chain by fairly pricing the assets that each

entity brings to the table

Value for AT&T This cooperative would provide AT&T with the opportunity to offer true seamless mobility options and services to consumers, AT&T subscribers, prospects, agencies, brands and businesses by providing them with another category of highly personalized mobile content and services.

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Our plan would drive the development of a unique, tremendously profitable revenue channel for AT&T, combating the current, and projected, rapid decline in pricing levels for mobile media/MEdia Net CPMs.

Ultimately, mobile advertising options offered by AT&T to MobileBehavior under this partner structure should be managed hand-in-hand with AT&management and delivery strategy. As web-based models continue to be delivered into the telecommunications environment, AT&T is best suited by finding a strategic partner that understands the intersection of those two spaces. MobileBehavior and its Omnicom common asset integration model is the strategic partner and unified approach AT&T requires, and we have found an ad solution counterpart with a position as unique as our own.

MobileBehavior & Omnicom AT&T Ad Solutions

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CREATING AN ADVERTISING-FRIENDLY ENVIRONMENT MobileBehavior has seen Omnicom agencies and their clients increasingly require a more rational mobile advertising ecosystem, with greater visibility into performance. While the sophisticated browsers on next-generation mobile devices such as the iPhone are being touted as a key driver behind mobile banner advertising, other mobile advertising models that rely on WAP and SMS enablers, remain central to M Based on our findings above, our primary considerations and recommendation(s): Customer-centricity enablers: 1. Search/discovery/instruction/find 2. Proximity/location/local/awareness/context 3. Recommendation/bridge or bonded and the strength of connections 4. Links 5. Barter/trade/exchange

phone, possibly based on the subscriactivity for example, an advertisement and a coupon could be pushed via WAP to a user passing a restaurant at midday. When combined with customer information such as preferences or history, direct message marketing can be highly effective, but is the most likely form of mobile advertising to raise concern about privacy issues, making it critical that this form of advertising be permission-based In-message advertising, in which advertising is inserted into text messages that are sent between subscribers, potentially as part of an ad-funded SMS service in which users accept ads in exchange for free text messaging a model particularly well-suited to the cost-sensitive youth market. Interactive services, which incorporates mobile advertising with voting, polls, contests or other community- and brand-building exercises, enabling the advertiser to create a relationship with the user. One example leverages advertising that is tied to mobile social networking applications (e.g. MySpace Mobile, developed by MobileBehavior for AT&T), or WAP site that is created around a specific brand that includes games, messaging and content. Brand and product placement in mobile video games or video clips, similar to product placements in movies and television shows. This approach holds promise as being a less invasive but still highly effective form of advertising. The most obvious way for AT&T to monetize and stay relevant in the mobile advertising opportunity is via its own mobile brand portal, MEdia Net, which for many AT&T

users become more web-savvy, they will begin exploring the broader mobile internet and use of MEdia Net will decline.

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The better, more future-proof solution is for AT&T to leverage its unique characteristics to build a strong partnership with MobileBehavior and Omnicom, and thus ensure that it is able to maintain a spot in the value chain. We see the following unique characteristics in AT&T: Ownership of customer data Control over mobile web adoption Distribution control Value-added capabilities Ability to create revenue relationships

1. primary value to

Omnicom agencies and their clients or indeed any third-party content provider as its ability to collect, analyze and segment that information for use in delivering highly targeted, personalized messaging to the end user. The delivery of that information can then be monetized, creating an additional revenue stream for AT&T.

2. Value-added capabilities: AT&T is deploying IMS- and SDP-based enablers such as presence, location and device awareness, which can support more targeted and/or situational advertising, such as a coupon that is sent to the subscriber based on his current location, or a video clip that is optimized for the type of wireless device being used. When implemented in conjunction with policy rules, Omnicom agencies can also tailor messaging based on criteria such as subscriber preferences or time of day.

3. Ability to create revenue relationships: AT&T is now starting to free itself from the constraints of antiquated billing systems by leveraging advanced billing technologies and SOA. AT&T has the capability to offer billing models to monetize relationships across multiple criteria based on clicks, downloads, hits, and thresholding thus

their clients. SEAMLESS OMNICOM INTEGRATION The goal for MobileBehavior is to create mobile experiences for consumers that add value, persuade, and drive conversion and for Omnicom agencies to realize the benefits of facilitators as: Life enablers Life enhancers Life simplifiers Life navigators

Success requires dynamic tools and content to support scale of mobile advertising within the agency network. Essential common functions of a mobile platform optimized for ongoing campaign development among many agencies include: Real-Time Advertising Revenue Management: If a video clip is downloaded, AT&T

currently shares the revenue generated by that download with the developer of that content, plus possibly additional third parties, such as a content aggregator. Along the same lines, if under a new cooperative model, a mobile advertisement is delivered to a subscriber, revenue associated with that transaction both the cost of placing that ad and possibly any revenue generated by a response to it would be distributed among multiple parties, including AT&T, the advertiser, the Omnicom advertising or marketing agency, etc. This requires a real-time billing platform with the following features: 1. Support complex new revenue models, including third-party content, mobile

advertising, etc.

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2. Manage a 360-degree view of all revenue relationships, including consumer, business-to-business, wholesale and other partner relationships, as well as any advertising or royalty payments.

3. Pre-integrated business process flows from concept to cash to care that guarantee the integrity of information as it passes among systems, enabling faster time to market while lowering total cost of ownership.

4. Standardize via secure Web services-based APIs that enable secure third parties access and integ

Policy management: Policy management capabilities for the AT&T network and the consumer are critical to understanding and managing ecosystems. It is critical that AT&T recognize and proactively address how subscribers want to be approached and targeted.

! While some customers may be amenable to receiving ads via their mobile phones, particularly in exchange for coupons or discounts, others may want only certain types of information, or simply not want to receive ads at all.

! The policy management system must proactively wed subscriber information and preferences with network behavior in order to ensure that customers receive advertising that is in line with their comfort levels and/or any privacy limitations that may be in place. This is paramount to MobileBehavior and its Omnicom agency partners.

Business intelligence: As noted earlier, AT&T owns a wealth of information about its customers, but generally lacks the ability to tie that data together and use it to create marketing that is more relevant.

! The solution to this challenge is an AT&T/MobileBehavior centralized business intelligence solution with predictive analytics capabilities that enables AT&T to integrate disparate data points to create a single view of the customer that it can then make available to MobileBehavior for use-purposes within Omnicom.

Secure exposure of network elements: MobileBehavior recognizes that sophisticated advertising capabilities rely on next-generation network enablers such as location and presence servers.

! AT&T is understandably concerned about making those enablers available to MobileBehavior without compromising the security of its network.

! MobileBehavior proposes an application environment that provides access to those network elements via Web Services or Parlay APIs while maintaining the integrity of the AT&T network.

-in-hand with its current

larger content strategies. While the current surge of interest in mobile advertising has

startups, both AT&T and MobileBehavior/Omnicom run the risk of implementing a point solution that address just one form of content advertising that cannot then be integrated with any other content management solutions. A better solution is a single, flexible content delivery platform based on industry standards such as SOA that enables us both to evolve our mobile advertising strategies as part of larger initiatives around creating, delivering and managing all types of content. Agency Global Mobile Marketing Platform Development of the Omnicom Global Mobile Marketing Platform is in prototype staging currently. The platform is intended for agency and client use and will essentially be a service delivery platform (SDP), a standards-based architecture for the creation and delivery of mobile advertising, media and promotional services. The mobile platform developevaluation of Omnicom advertising and media services agencies globally during its first year of business as a mobile specialty agency within Omnicom. This year-long

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discovery phase dissected agency process in key global market segments including North America, South America, EMEA and APAC.

largest agencies, providing strategic brand, marketing, advertising and media counsel to global brands. Among others, these agencies included: Advertising/Creative: Tribal DDB Worldwide BBDO Worldwide Goodby EVB

Media: OMD PHD Resolution Media

PR Fleishman-Hillard

Our findings: 1. Agencies and brands in desperate need of education in mobile as consumers

outpace them 2. Capturing and sharing mobile consumer behavioral data is key 3. Mobile handsets discourage agency creative experimentation 4. Mobile ecosystem is overwhelming for them

commitment to mobile marketing in true co-creation style. This best-in-class platform is architected by MobileBehavior with agency considerations foundational. The open-architected solution will ensure that each agency retains unique distinction, while harnessing the power of innovation in center of high-volume agencies, empowering media planners, account execs, and creative directors to develop and activate mobile marketing campaigns that merge seamlessly with all other agency service activities on behalf of brand clients. AT&T Ad Solution Integration

tools for client campaigns. It will be critical that MobileBehavior develops or co-develops ad options from AT&T that are unique and optimized for each individual agency to

l goals, plans, programs, etc maximizing purchase probability. Any/all AT&T current ad solutions inventory MEdia Net portal inventory, mobile ad network options, Yellowpages.com cross-media bundles, etc will be considered and evaluated by client base, etc.

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GO FORWARD APPROACH & PHASES Phase 1 Evaluation of Current AT&T Strategy MobileBehavior routinely evaluates on and off-carrier portal mobile advertising and media opportunities for its clients and Omnicom agencies globally. We have found success with a process that begins with a thorough audit of the partner strategy and composition of the most recent offering.

Your strategic vision will be central to our deep-dive into the entire AT&T on and off portal suite of ad solutions and services.

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Unique considerations will be made for local mobile ad products, namely those available under the Yellowpages.com umbrella.

Phase 2 Macro Match Findings with Omnicom Agency Criteria Standards Categories of frequent agency and brand interest based on past partner priorities and campaign performance are vast and disparate. Criteria are often specific to each individual client, but patterns of interest have been monitored by MobileBehavior and these learnings will be core to this match exercise.Current pricing models for mobile ad products (below) will be considered. Targeting Lifecycle targeting Search retargeting Retargeting Mindset Media buys Geo-demographic targeting Content channels Behavioral targeting Geographic targeting Demographic targeting Daypart targeting Technographic Keyword/search Branded sites Roadblocking Custom Banner/Ad Unit Portal Inventory (MEdia Net) Rich media, in-roll video, streaming video, and Flash-based creative. Mobile ad buys made available to Omnicom agencies would likely include, but are not limited to the following web-based models: CPM (Cost per Thousand Impressions): Buying based on impressions delivered CPC (Cost per Click): Buying based on the number of viewers who click on the ad CPA (Cost per Action): Buying based on some other action by the consumer beyond

the click

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Phase 3 Apply Agency Considerations to Current AT&T Ad Products Determine Probabilities for Use Agency Processes and Considerations Advertising agencies and Omnicom media services companies each have protected processes they have developed in reaction to open innovation and brand/client interests. Solutions developed by these firms and made available to clients today and in the future require MobileBehavior to make considerations for these rich variables that vary by audience profile, product/service advertised, and much more.

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Phase 4 Modify, Re-purpose, Re-format, Create, Edit Current AT&T Ad Products & Optimize for Agency Consideration with MB Mobile Platform

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Phase 5 Individual and Joint Competency Evaluation As previously stated, MobileBehavior recognizes the need to recognize the strengths and position of AT&T and the agency/brand within the mobile marketing value chain. We have kept this in mind while developing an activities map for this cooperative. Roles and responsibilities vital to enabling this cooperative can be established with activity grouping of a typical joint mobile advertising network. We have defined those unique areas of activity below.

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Campaign Management The campaign management phase includes the activities of campaign planning and media selling. Advertising campaign planning is core to the expertise of advertising and creative agencies within Omnicom, but in the very specific space of this cooperative, AT&T can provide valuable input when developing possibilities of campaigns designing them in cooperation with MobileBehavior and our agency partners. Media selling is not linked to a core competence of AT&T nor is it viewed as a credible or meaningful option for agencies and brands. We propose that MobileBehavior create, develop, buy and sell AT&T ad solutions and services as a trusted outsourced partner with a powerful and credible network necessary to meet the evolving requirements of agencies and marketers. Vodafone has chosen to successfully outsource to key partners in Europe who are experts in their field. They have partnered with Yahoo in UK and the publishing group Gruner + Jahr in Germany who sell advertising space on the Vodafone live! Portal.

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Content Creation Content creation typically includes concept, creative, promotional campaigns related to brand media buys, brand assets, and more. We propose MobileBehavior playing lead role in developing and securing adapted and made for mobile content for agencies and brands. We see AT&T contributing with mobile-specific knowledge in the initial phase of defining ad formats. MobileBehavior and its agency partners will proactively develop platforms and marketplaces to ensure creative directors, planners, et al experiment and use the mobile channel/touch-point properly and in ways that showcase their unique talent. Permission Management The tasks of permission management include opt-in/opt-out list creation and database management. We recommend AT&T actively begin thinking about advertising from the brand/agency perspective and work with MobileBehavior to make APIs available in key enabling categories for campaign oprimization and measurement. Sending The final phase of sending refers to message brokering, media channel operations, and finally carrier operations. Here, AT&T and MobileBehavior will work in tandem to ensure the effective use of AT&T underlying network infrastructure. Furthermore, also the media channel must be shaped to form a mobile portal where marketplaces, app stores, messaging products, and more are available for use by agencies in the ways they require as defined on an ongoing basis by MobileBehavior. This can also potentially be a future platform/hub for cross-media consideration, auctioning, purchasing, selling, ad placing, and more among agencies and other advertisers. It is our view that as many advertising formats as possible include contextual relevance

which are attractive to various audience profiles and target segments. We also propose developing multiple interaction formats and dialogue cues to ensure agencies can offer brands the opportunity to engage with consumers. This will create the best possible opportunity to create desired consumer behavior. MOBILE MESSAGING SOLUTIONS AND CRM Mobile messaging is experiencing a significant upward trend in consumption among consumers due to the pervasive socialization happening on mobile handsets everywhere, in multiple consumer segments. Mobile messaging, SMS/MMS marketing, short code provisioning and leasing, keyword campaigns, mobile newsletters, loyalty programming, couponing, and other CRM-related applications will be central to our cooperative agency offering. We propose leveraging our strong positions in the mobile advertising value chain to ensure cost efficiencies and agency/brand use standards and variations.

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CROSS-MEDIA INTEGRATION & MOBILE MARKETPLACE As previously mentioned, the cooperative platform and business model (below) are both designed to ensure active use and participation among agencies within Omnicom, and also our partners and potentially consumers as we evolve toward increasingly open environments and off-portal marketplaces.

Vodafone App Store

. The agency mobile platform is designed to create a product from a service, essentially, to ensure scale and a point of entry to new market space for the cooperative partners today and our partners and customers of tomorrow. Local and proximity-based mobile solutions and services will undoubtedly play an increasingly relevant role in agency activity as they service clients with demands that match the location-based needs of their customers. Small business owners, too, are actively looking for ways to generate new and repeat foot traffic and a means to reach increasingly mobile consumers, creating a new touch-point and opportunity to efficiently develop outreach, retention, couponing, and other simple and effective mobile marketing programs. As these small business owners establish their own mobile sites, applications, and other forms of mobile presence they will require solutions and services that generate traffic.

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The agency tool is designed for them as well, enabled for versioning and flexible use by in-market local mobile product

, from German. Also below, would be available from AT&T Yellowpages.com field sales reps. Vodafone Local Mobile Solutions

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MobileBehavior Local Mobile Toolkit: Yellowpages.com

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MOBILE INVENTORY AUDIT The rate card for various German publishers is presents the most basic opportunities offered to advertisers. These are largely made up of opt-ins for newsletters that offer consumer age and interest segmentation to advertisers, and carrier portal display inventory sold only on a CPM basis. The AT&T MobileBehavior cooperative would give advertisers an expanded range of advertiser integration with AT&T MEdia Net following a thorough audit and agency match/needs assessment.

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Collateral support distributed at Vodafone retail, reseller locations and other SMB interest areas C

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OTHER NOTABLE NETWORK INNOVATOR Vodafone MediaSolutions! Mobile marketing and advertising is seen by Vodafone as an important adjacent business field with high growth potential. Vodafone MediaSolutions! was established in May 2007 with the objective of bundling the various mobile, online and offline marketing activities of Vodafone Germany. Vodafone MediaSolutions! has a close cooperation with the publishing group Gruner + Jahr who markets and sells the advertising space on the Vodafone live! mobile portal as part of their cross media mix offer. Vodafone MediaSolutions! also serves specialist consultant and leads selected discussions with creative agencies and customers to create appropriate advertising formats and campaigns. Customers include Opel, Coca-Cola, Disney and Mercedes. The mobile portal Vodafone live! is with 3,8 million users and 490 million page views per month, the most popular mobile portal in Germany. The portal provides Vodafone customers information, entertainment and services (news, sports and music in text, picture, audio and video format). It provides a platform for marketers to reach a target audience of 14-39 years old with an above average level of education as well as high income. The advertising formats available on the Vodafone live! portal include: Mobile PromotionLink. Integrated into the portal top themes, the text and/or picture link promotes the marketer

Mobile ContentAd. Integrated into a selected, contextually relevant section of the homepage of the live! portal, the large content advertisement format demands the attention of the user, and offers a possibility to link with a microsite. Further possibility exists for integration as a sponsor ad to a specific editorial material, or into the biweekly live! newsletter. Mobile MicroSites. Customised brand page created by Vodafone for the marketer using e.g. product information, pictures, votings, blogs, shops, music and wallpaper downloads, games, vendor search, information requests per mail and other customised possibilities for interactive communication. InGame Advertising. Integration of promotional links or advertisements into the games section during start-up, between levels and during exit. Mobile Radio/TV Ads.

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Using the audio and video streaming possibilities of the medium to bring customized content and messages to the customers. Mobile Couponing. Possibility to offer customers discounts or other incentives to visit the shop to tryout and buy products. FUTURE FORECASTS & BUSINESS MODEL Migration to off carrier portal environments similar to the trends in consumer media and content consumption that occurred on the wired broadband web years ago, requires immediate mobilization for this AT&T and MobileBehavior mobile advertising cooperative.

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Bain & Company Recommendations to Telcos, World Economic Forum 2009 To encourage faster adoption of mobile media in the short term, telecommunication companies, information technology (IT) and content providers should: 1. Pick their spots Where do they add the most value? Which activities are too

important now or in the future to relinquish to others? And, depending on what a

2. Actively work with partners to design a scalable, integrated model that will encourage mass-market adoption of services. While most companies in the mobile industry are wary of market, they must work toward a more standardized environment. This approach reduces development costs enough for application providers to reach large-scale audiences.

3. Develop a sophisticated understanding of their customer base, using data to segment offerings and target marketing campaigns.

4. Experiment more aggressively with new business and revenue-sharing models in order to crack the problem of how to generate profits from mobile media usage.

MobileBehavior recommends pursuing a business model that rewards both AT&T and MobileBehavior for creating value through innovation: Mobile Advertising: on-portal MEdia Net display inventory (banners) and text links

priced at on CPM basis with offer, creative, geo, product, etc tests that evolve the cooperative pricing and value model as brands and agencies increase frequency of participation and become more committed.

! MobileBehavior proposes a 15% agency fee with CPM invoicing and agency service fee added to media cost.

! 50% rev share on MEdia Net media sales (placed in context by consumer interest category and content publishing paid by AT&T as it is today) facilitated by MobileBehavior as a direct result of Omnicom agency use of the MB mobile agency platform.

! Custom creative and other agency services developed by Omnicom agencies and MobileBehavior shall be priced and invoiced by the respective agency. Agency will retain 100% of this billing.

! Ad revenue derived from MobileBehavior and other Omnicom agency prospecting and servicing including: bundling, content brokering, user generated content programs, category buy-outs by brands/sponsors, affinity

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content providers cross-media category (eg; indoorDIRECT local DMA bundling), et al Revenue share: Agency 65%, AT&T 35%

Mobile Contentrecommendations based on trend forecasting and behavioral studies shall be shared equally sans costs to secure content, dev and other labor specific to this recommendation, etc. AT&T shall collect and retain 100% of all content sales related to AT&T subscriber/consumer plans and billing.

Mobile Site/Landing Page: TBD based on ATT development activity and solution set. MobileBehavior may choose to develop and use an independent agency platform with mobile site specs

SMS/MMS/CRM: Agencies will leverage a MobileBehavior Tier 1 aggregator cross-carrier messaging (SMS/MMS) white-label product customized on spec for each

agencies to manage CRM products, text campaigns, keyword/short code leasing and provisioning, etc. MobileBehavior and its partner agencies will collect and retain all revenue derived from sales of SMS/MMS product and any premium content sold via this service (B2B, B2C)

Our discovery process will include a thorough evaluation of all AT&T ad products including MEdia Net, YP.com, listings, web site creation, enhanced listings, mobile ad network off-portal display inventory, etc. LOCAL MOBILE DIGITAL TV NETWORK PRODUCT: indoorDIRECT/Bite Network indoorDIRECT inventory current DOOH inventory will be evaluated in fashion similar to that of MEdia Net. Consumer affinity interest categories, geo targeting, custom studio integration w/talent, and SMS/MMS services provided to ATTi/Yellowpages.com advertisers and prospects, etc will be bundled by MobileBehavior for purposes of

Yellowpages.com listings products, mobile sites, mobile messaging services, Yellow Pages print/space media, web sites and enhanced listings, etc will include indoorDIRECT Digital Restaurant Television Network bundles to offer small businesses exposure in mobile environments and places driving traffic to retail locations, as well as their mobile sites while consumers dine at QSR (quick service restaurant) locations with digital TV powered by indoorDIRECT. AT&T Ad Solutions/YP.com and indoorDIRECT revenue splits will be calculated by value contribution to each renewal and acquisition transaction.

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Further consideration will be given to business and financial models post-discovery phase as we further our collaborative efforts. Possibilities under consideration for the mobile agency platform include: License the platform: get to market fast. MB Agency Mobile Platform has a range of

ready-to-go templates that can help guide the development of campaigns, set up branded mobile internet sites, build and grow mobile communities or mount large scale competitions, etc. Features of the platform that enable user creation independently: Click to action templates

ad-funded content

After the click templates

-pack promotions

-commerce

Software-as-a-Service (SaaS): platform integration by MobileBehavior and AT&T,

with the platform integrated with client or partner agency CRM, billing and service delivery systems. MobileBehavior and/or AT&T hosts the platform and provides it as a managed service

Revenue share: this will likely be the solution selected by the majority of agencies as they embrace mobile marketing for the first time with an embedded mobile ad product and recommendation engine. In exchange for an initial set up fee and a share in the revenue success of the campaigns each partner agency or client generates, MobileBehavior will activate them for you.

Consumer Behavioral Index/Consumer Audience Profile Development and Valuations, Trend Reporting, etc: priced by unique user ID buckets/volume discounts applied

SMS/MMS/CRM: messaging tools, keyword/short code campaigns, loyalty programming, retention efforts, win-back, couponing, information services/triggered and timed alerts, etc agency fee applied and shared 70%/15%/15% among agency providing service and client, MobileBehavior, Tier 1 aggregator

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