Dear Client,name],

We've got some great news to get your New Year started off right! As you know, APS and PPS aretwo of the most respected companies serving the Martial Arts community. What you may also knowis that together we have over 25 years experience serving membership-based businesses withbilling, software, marketing and consulting products and services.

We have a new name but our guiding principles are the same as ever:We will create and deliver services and products of the highest quality to help you manage your business successfully. We will ensure that our team of professionals has the training and tools necessary to make every interaction with you and your students a positive experience.

Over many years, it became clear that our companies shared these guiding principals. As the executives of APS and PPS transitioned from competitors to friends and now colleagues, we realized that combining forces would enable us to offer you unparalleled benefits.

On January 1, APS and PPS began operating as Member Solutions. Member Solutions is now the leading tuition management company in both the Martial Arts andweight loss markets. As you read the enclosed press release regarding our exciting merger news,you'll also find a special list of unique benefits previously offered by APS and PPS individually.

We will complete the integration of operations in an orderly and deliberate fashion ensuring uninterrupted delivery of the quality services you expect and deserve. We will keep you informedof our plans and progress through frequent communication, and will provide our unique array ofcombined benefits as quickly as possible. It's our way of saying thank you for your continued support and patronage over the years.

Our representatives will be contacting you soon to answer any questions you may have regardingthe merger, and to perform a comprehensive client survey. We have some lofty goals for 2005.We're sure you do too. Together we will work to make them a reality.

Warmest Regards,

Jeff Cohen Joe GaleaPRESIDENT & CEO, APS PRESIDENT & CEO, PPSCO-CEO, MEMBER SOLUTIONS CO-CEO, MEMBER SOLUTIONS

JCOHEN@APSBILLING.COM JOE@PPSBILLING.COM

267-287-1000 603-253-6640

APS AND PPS COMBINE TO BECOME

MMEEMMBBEERR SSOOLLUUTTIIOONNSS✔The new leader in

tuition billing and

member management

✔Enjoy the same great

service from the people

you know

✔Expanded benefits to

help your business

APS AND PPS COMBINE TO BECOME MEMBER SOLUTIONS

JENKINTOWN, PA and CENTER HARBOR, NH - January 1, 2005 - AutomatedPayment Services, Inc. (APS) and Professional Payment Systems, Inc. (PPS) havemerged. The combined company, Member Solutions, serves over 2,000 martialarts, weight loss and fitness-related businesses throughout the United States,Canada and Australia. Member Solutions immediately becomes the leading tuitionmanagement company in both the martial arts and weight loss markets.

Member Solutions has over 25 years of cumulative experience serving membership-based businesses with billing, software, marketing and consulting products andservices. The company will continue to focus on delivering high-quality solutionsto membership businesses. The merger will immediately provide expanded benefitsand services to clients.

P H I L O S O P H Y

APS and PPS created successful businesses based on client-centric philosophies, the deliveryof quality billing and servicing, building a sense of community among clients, and creating aprofessional business development strategy. In recent years, through networking interactionsat professional events, it became apparent to executives of both companies that theyshared synergistic operational and service philosophies. Additionally, the executives realizedthat each company had developed unique benefits and industry niches that if combinedwould offer unparalleled service and technology to all of their clients.

K E Y B E N E F I T S

Operating EfficienciesCustomer service, billing operations, and customer and client communication will beenhanced and expanded as a result of increased billing volume and an even stronger teamof experienced professionals focused on building client-member relationships and providingtop quality billing and servicing support.

Cutting-Edge Billing & ServicingA state-of-the-art predictive dialer capable of contacting thousands of accounts each daywill improve collections and accommodate increased billing volume for years to come.Additional resources will speed development and implementation of our next generationbilling and servicing platform. Member Solutions will offer the most flexible, connectedand customizable solutions on the market.

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Software InnovationMarket leadership will ensure widespread adoption of our comprehensive online membermanagement solution slated for launch in Spring 2005. YOUbill® offers billing, attendance,point of sale, lead management, progression tracking, scheduling, member communication,member retention and employee management, to name a few of its many features. It'sinnovative yet simple and intuitive design will serve single location and multi-locationowners alike.

Expansion of Client ServicesMember Solutions employs leading martial arts professionals and industry consultants Allie Alberigo and Melody Shuman. By utilizing these top industry resources along with in-house talent and the strength of its formidable client base, the company will offer enhancedconsulting products and services. These include group conference calls, private one-on-onesessions, client networking opportunities, business magazines and educational seminars.Over time, reward and client education programs will be expanded and offered to all clients.Its position as market leader will allow Member Solutions to negotiate special vendor pricingand discounts, while developing exclusive products and services on behalf of its clients.

T I M E T A B L E

While APS and PPS have been operating as Member Solutions since January 1, 2005, complete integration will be a gradual and deliberate process. APS and PPS clients willcontinue to enjoy the high level of service they have grown accustomed to with no materialchange in billing, communication or operations. Each company will service its respectiveclients as usual.

Over time, operations, sales, information technology and administrative functions will beconsolidated in Pennsylvania, which will be Member Solutions' international headquarters.Client and customer service, product development, consulting, event management and software support functions will be distributed in New Hampshire, Pennsylvania, Californiaand Australia. All clients will gain access to products, services and resources of both APSand PPS during this transition. APS, PPS, YOUbill and Member Solutions names and logosmay appear on communications, brochures, products or services.

Member Solutions expects full company integration to be complete by late Spring 2005.

I N F O R M A T I O N

For additional information, please call the Member Solutions sales department at 888-277-4409 or contact the individuals listed on the left.

APSA U T O M AT E D PAY M E N T S E R V I C E S , I N C .www.apsbilling.com

ClientsShawn O’Byrnesobyrne@apsfinancial.com888-277-4407

MediaJeff Cohenjcohen@apsbilling.com267-287-1000

PPSPROFESSIONAL PAYMENT SYSTEMS, INC.www.ppsbilling.com

ClientsKristie Rhodeskristie@ppsbilling.com888-275-6266

MediaJoe Galeajoe@ppsbilling.com888-275-6266

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P P S C L I E N T B E N E F I T S

Client Education Program (CEP) – Through CEP, PPS subsidizes a portion of the monthly membership fee for clients enrolled in NAPMA, MAIA, Shuman Concepts and MATA. As your business and monthly billing volume grow, the portion we pay grows as well! Our investment allows clients to participate with one or more popular educational organizations at a fraction of the regular membership cost.

Melody Shuman Consulting – Senior Consultant Melody Shuman delivers the industry’s hottest topics to clients via monthly teleconferences and exclusive comprehensive consulting reports. For extra help or to discuss a specific area of school management, private telephone coaching sessions are available by appointment. Melody also communicates with clients through ongoing email support. All of these consulting services are provided compliments of PPS!

Personal Coaching by Joe Galea – Joe Galea founded PPS and has been the President and CEO for 14 years. He has provided thousands of business consultations to school owners in the industry, helping them streamline operations and increase their bottom line. Joe’s mission is to increase student participation in the Martial Arts and to provide school owners with the resources necessary to manage their businesses with the highest quality and professionalism. Joe is well known and respected for his ability to network with all organizations and individuals to accomplish these global missions for the Martial Arts industry.

Outstanding Client & Customer Service – For 14 years, client and customer service have been PPS’ top priority, and we have been recognized by industry leaders for the way we support our client relationships.

Leading Martial Arts Seminars – PPS has created innovative educational opportunities for school owners to hone their skills. Seminars are focused on providing professional advice and exceptional networking opportunities. The Leading Martial Arts seminar at the Action Martial Arts Trade Show & Expo in Atlantic City, NJ on January 15th is the perfect venue to see some of the industry’s top talent. The Seminar features Allie Alberigo, Rob Colasanti, John Graden, Tommy Lee, Frank Silverman and Melody Shuman. Space is limited. Please visit LeadingMartialArts.com to purchase tickets today.

Monthly Student Newsletters – Ongoing communication with your student and parent community is critical to keeping retention rates high. Our student newsletter, the Martial Arts Messenger, reinforces the benefits of Martial Arts training to your students each and every month! We provide a “benefits” focused cover story that speaks to parents, Training Tips to help students succeed, a HealthKick topic for fitness minded Martial Arts athletes and a Martial Arts word game in our Kids Korner for fun. The newsletter is available in Rich Text and MS Publisher formats. PPS enables you to publish professional custom newsletters without the headache!

REWARD$ Program – Looking for a tool or resource to help your business grow? Look no further than our REWARD$ program. Clients can choose from hundreds of the most sought after industry products and use earned REWARD$ to save BIG! Our REWARD$ vendors are listed below with more added all the time..

NAPMA Instructor’s Catalog (25%) MAIA Superstore (15%) MATA Store (25%) Stephen Oliver Store (25%) Tommy Lee SBSS Products (15 - 25%) Melody Shuman Age Specific Programs (25%) Dawn Barnes Tiger Tots (10%) Zebra Mats (7 to 15% based on item) UBC Startup Kit (15%)

Online Account Access – Students can view their account information online and make payments to their accounts any day, any time, from anywhere. In addition to integrated billing functions such as adding, upgrading, and modifying memberships and viewing reports, clients can download the latest edition of our student newsletter, listen in on a recorded consulting teleconference and access our Business Tips & Strategies library.

Tournament Billing System – Increase participation and simplify your tournament billing by using our integrated online system. Competitors complete an online application, which automatically e-mails a paid registration to the tournament director. Competitors receive copies of their registrations along with paid receipts. Funds are distributed with your regular month-end collections.

Scholastic, Inc. Publications -- Popular children’s instructor and PPS client Dawn Barnes is author of a new Martial Arts book series titled The Black Belt Club. The Seven Wheels of Power is the first of a unique concept of “hybrid” prose/graphic novels by Scholastic, a leader in educational publishing. Dawn’s goal is to increase Martial Arts participation by promoting Martial Arts benefits through her books and Scholastic is determined to make this a reality. In this first novel, scheduled to be available in stores in March, Scholastic has coordinated with Member Solutions to include a special Martial Arts referral system. We have an exclusive agreement with Scholastic and Dawn Barnes to be the liaison between Scholastic and the Martial Arts community. This opens the door to exclusive promotional opportunities for our clients. Many more exciting opportunities for you and your school are sure to arise as the books are released and heavily marketed by Scholastic. Member Solutions will distribute advance copies of the book to all seminar participants.

888.277.4409 w w w . y o u b i l l . c o m

MEMBER SOLUTIONS

A P S C L I E N T B E N E F I T S

YOUbill® Online Software – Nearly three years in the making, the upcoming launch of YOUbill.com on April 1st will revolutionize the Martial Arts industry. YOUbill® is the only online solution featuring an intuitive user interface and comprehensive billing support. Its impressive array of capabilities includes attendance, testing and levels, scheduling, member management, billing, lead tracking and member communication. Clients will enjoy premium pricing and priority activation. Be on the lookout for more information as we prepare to launch this exciting and revolutionary offering.

MartialSoft Desktop Software – Long a staple of the Martial Arts industry, MartialSoft is one of the leading desktop management solutions. It offers attendance tracking, seamless integration with our billing services, automated check-in scanner integration (fingerprint and bar code), comprehensive and flexible reporting, prospect tracking, class scheduling, pre-written correspondence and belt certificates, among many other features. If you prefer a desktop program, we encourage you to download a complementary demo version of the software at www.martialsoft.com and contact our sales team at 888-277-4409 for an introductory training session.

Consulting Support from Renshi Allie Alberigo – Senior Consultant Allie Alberigo offers critical school and business advice to clients. Monthly teleconferences, one-on-one consultations and exclusive weekly consulting e-mails cover key topics and provide fresh ideas to help avoid costly mistakes. Renshi Alberigo has thirty-five years of Martial Arts experience and over twelve years as owner of Long Island Ninjutsu Centers. He currently owns eight schools in the United States, Costa Rica and Bermuda.

Outstanding Service & Convenience – Superior service is even better when it is convenient. That is why our customer service agents are available from 9 am until 9 pm, Monday through Thursday and 9 am to 6 pm on Friday via toll-free phone numbers.

High Capacity Phone System – Over the past two years, we have made significant investments in a Predictive Dialer system, supporting operating processes and training of our team of professionals. This allows us to make more contacts in less time and make every contact more effective for your business.

Data Integrity – We take protecting and securing your students’ financial information seriously. That is why we employ advanced firewall, database and anti-virus technology along with two separate backup and redundancy solutions. Our websites and your data are protected by 128-bit Secure Socket Layer (SSL) encryption. Designed to safeguard critical systems, our state-of-the-art facility employs fully redundant power, switching and Internet connectivity.

24 x 7 Real-time Online Account Access – Industry leading web site functionality includes powerful custom reporting and searching capabilities (including easy export to Excel), online contract entry and printing and instant access to scanned customer documents. Download and customize our latest digital ad campaign in PDF format or send this week’s consulting e-mail to a friend in seconds. And if you missed any of our consulting teleconferences, past e-mails or recorded messages from Renshi Allie, they are all available online for your convenience.

Document Management – Looking for a copy of that hard to find student contract from two years ago? No problem. Every billing contract and piece of correspondence received in our office is bar coded, scanned and archived electronically. Simply go online and view any document when you need it from wherever you are.

Seminars & Business Boot Camps – Over the years, APS has been a leader in providing valuable business training to Martial Arts professionals. From full-blown conventions to regional PowerQuest seminars and intimate boot camps, we have provided unparalleled learning. Our upcoming seminar in Atlantic City, NJ on January 15th offers an impressive lineup and an incomparable educational opportunity.

Martial Arts Consulting Magazine – Providing ground-breaking information from top industry sources, we offer complementary online magazines to school owners worldwide. This powerful resource brings you pioneering products and services from throughout the Martial Arts community. Login and download your copy today.

Innovative Products – We are always on the lookout for products that we can develop in-house or source through high quality partners to provide to our Clients at great values. A few examples of our constantly expanding suite of products include:

AppointmentCall – A portable telephone dialer unit that makes contacting students and prospects with any message simple, automatic and efficient – An APS exclusive offering!

Leadership Team Manual – Melody Shuman’s latest curriculum guide helps you create and run a successful Leadership Team, driving stronger retention, attracting more students and providing an incremental revenue stream – Commissioned by APS and Supported by Melody herself!

Boardbreaker Kids Newsletters –This collection features 18 total newsletters (3 CD’s of 6 newsletters) and provides innovative teaching supplements - An APS exclusive offering!

Comprehensive Lead Box Campaigns – A wide variety of plastic and paper lead boxes complete with custom marketing campaigns on headers, posters, VIP passes and lead pads.

Branded Marketing Campaigns – Take your marketing to new heights. Target a new audience with a cost-effective professional digital ad campaign.

Instructional Videos from Renshi Allie Alberigo and APS boot camp presenters Tommy Lee, Shihan John Geyston and Melody Shuman.

888.277.4409 w w w . y o u b i l l . c o m

MEMBER SOLUTIONS