Revenue Enhancement Worldwide (REW) presents itself as an innovative marketing company that allows clients to increase revenue without cost, risk, or liability. REW's main offering is a free loyalty program called UltraPERX that provides members with discounts, identity theft protection, and other benefits. REW then earns revenue through product sales, subscription services, advertising, and commissions from its toolbar and referral programs. REW is raising $1.5 million from accredited investors to further develop its offerings and marketing. The investment offers an 8% annual interest convertible debenture or return of investment plus 20% cash bonus after two years, with partial guarantees from the parent company Pro-One.

1. Revenue Enhancement Worldwide Is The “Ideal” Company

2. Presentation to Accredited Investors May, 2010

3. You are about to learn about a business model that is unlike any other you have ever seen Knowledge is power:

4. You will instantly understand : What we do and How we do it Although REW has developed a new, innovative and highly profitable business model:

5. The size of our market REW’s ease of entry Our Company’s growth potential Our protection from competition You’ll be astounded by:

6. You will be amazed at: How much revenue we generate How quickly we generate it How profitable we can be

7. You will be in awe to learn: Our clients do all our initial marketing! Directly to their database… At no cost to us!

8. You’ll be astonished how: Our members gladly promote us! To their families To their friends and To their associates

9. Our competitors will be shocked when: Our brands, UltraPERX and BizPERX, become two of the most popularly promoted brands on the Internet… at no cost to us!

10. If you thought the foregoing was unbelievable: Have you ever heard of a company that… Makes money by giving away products and services for FREE Whose profits can increase even if they LOSE a client?

11. How about a company that can increase its client’s revenue from people who: No longer do business with the client Never heard of the client Are not customers or supporters of the client May never become the client’s customers or supporters Prefer to do business or support the client’s competitors

12. It may sound too good to be true but, be assured about the following: Technology Marketing Management team Capital requirements Overhead Growth potential Cash flow Profitability Proven Sound Seasoned Modest Low High Constantly increasing Higher than expected

13. If that isn’t exciting enough, there’s more: The Company: Can Generate billions of advertising impressions at zero cost Can grow virally (exponentially) at very low cost Should not require substantial additional capital Should be extremely profitable Should become debt free quickly Could generate substantial dividends

14. And don’t forget there is: NO product R&D required NO warehousing and fulfillment NO inventory holding costs NO markdowns NO shrinkage NO spoilage NO product liability insurance

15. Plus these additional advantages: Large and growing number of suppliers and products Contractual protection with clients No direct major competition Members pay in advance No bad debts No collection fees No financing fees

16. REW is a marketing company, not a technology company. We combine proven marketing techniques with technological advancements to: Open new accounts Generate publicity Develop awareness for our brands Expand markets through the use of smart phones and portable computers Communicate efficiently Reduce overhead Add new products and services Provide customer service and Expand internationally

17. If this sounds intriguing, let me pose a couple of questions: Can you name a single organization that isn’t interested in increasing its revenue? Can you name a single organization or family that would choose to pay full price if they could purchase the same products at a discount?

18. If you answered “no” to either question: Then you’re going to love the Revenue Enhancement Worldwide business model

19. The REW business model works for all types of organizations: Small companies Large corporations Charities Non-profits Associations Religious organizations and All groups, large or small

20. The REW Unique Marketing Proposition REW can increase any organization’s revenue without any: Cost Risk or Liability and, we accomplish this without interfering with that organization’s regular business or fundraising activities.

21. How the program works: FREE, SIMPLE and EASY Clients give away our FREE UltraPERX Loyalty Program. We couldn’t make it any SIMPLER! We couldn’t make it any EASIER!

22. FREE: The most powerful word in marketing

23. REW intends to be the king of FREE: The FREE UltraPERX Loyalty Program includes: FREE Prescription Discount Card Identity Theft Protection Online Computer Back-up Program e-Books and Products (pay S&H only)

24. Additional Free benefits: Access to the Shopping Galleria 2000+ stores Members are offered special coupons, discounts and additional benefits UltraPERX Shopping Dollars To spend at the ULTRAstore COLI Benefit Program Analysis Special program for entrepreneurs Additional Products and Services As they become available in the future

25. How our FREE products are distributed to members: Members simply install our FREE UltraPERX TOOLBAR All FREE products are then accessed directly via the toolbar

26. Delivering benefits with minimal cost: The UltraPERX Toolbar enhances communication: REW and its clients will be able to communicate frequently with members Communication is in real-time Costs are low

27. How REW earns revenue: REW will earn revenue from: Sales of products Subscription services Revenue from paid search Fees and commissions from Toolbars Referral fees from COLI Program Advertising Credit and debit cards

28. How Clients earn revenue: Clients share in a portion of the commissions REW earns on paid programs

29. Marketing Strategy: Acceptance and endorsement by clients and members Generates repeat business Creates loyalty Spreads virally at minimal cost

30. How REW communicates with its Clients, Members and Marketing Organization REW will publish three newsletters BizPERX News BizPERX Alerts BizPERX Bottom Line

31. Our Technology: Complete Tested Proven reliable

32. Guarantee: REW is assured a guaranteed revenue stream from the XG Toolbar program Signed agreement with Pro-One* *Parent company of Xtreme Green

33. Amount of investment: $1,500,000 In units of $50,000 From accredited investors

34. Use of Funds: Populate the ULTRAstore Increase to 1,000,000 products Marketing Aggressive marketing, advertising and public relations programs Overhead Open two offices Apply for patent protection Management personnel Customer service and data entry personnel Launch QQumber Network

35. The investment Offer: Option 1 Convertible Debenture 8% annual interest

36. Conversion Option: After two years Convert into REW common stock at 20% discount off the then offered price up to 3X the investment Or, Return of investment Plus a 20% cash bonus Both options are covered by the guarantee

37. Guarantee for Early Investors: 100% of the first $100,000 75% of the next $100,000 50% of the next $100,000 25% of the next $100,000

38. Guaranteed by: The president of Pro-One, Inc. is offering a partial guarantee of his personal stock in Pro-One to early investors Up to $250,000 should REW fail to pay off its Promissory Notes after two years Pro-One stock price is based on $1.75 per share or the value of the stock as of the date of the Promissory Note, whichever is greater

39. Revenue Enhancement Worldwide The “Ideal” Company Can now be Your “Ideal” Investment

40. Contact: Franklin A. Wolfson Founder & CEO Revenue Enhancement Worldwide, Inc. 13010 Maxella Avenue, Suite 5 Marina del Rey, CA 90292 310 823-3125 [email_address]