Blue Port Technologies - Mergers and Acquisitions

Blue Port is dedicated to building shareholder value through the identification and acquisition of private companies in the high technology field that meet specific investment criteria, specifically:

1. Operating companies must have strong income statements that reflect efficient marketing of the company's product or service.
2. Emerging companies must have a strong and experienced management team, which is prepared to make a long-term commitment to the company and a viable business plan built around timely product with an identifiable market.
3. Every potential acquisition must demonstrate strong growth potential that will be accelerated by the infusion of capital and infrastructure made available by Blue Port.

When companies join Blue Port they receive the benefit of an operating infrastructure, sales and marketing support, financial stability and access to a broader customer base for cross-selling products and services.

Blue Port Provides:

• Administration
• Financing
• Financial & Corporate strength for Customer base
• Security
• Office
• Management
• Marketing
• Sales
• Customer Base

Merged Company Provides:

• Customer Base
• Complimentary Service/Software
• Skills
• Revenue
• Ongoing Intellectual Property development leading to new products and services for Blue Port to market

Like-minded companies with complementary products and services that fit the Blue Port model and agree to merge with Blue Port will exchange their revenues and equity for an equity position in Blue Port. The existing owners of the merging companies will continue to manage their company structure under Blue Port.

Once Blue Port has identified a suitable acquisition target, we employ a specific set of criteria to determine how the acquisition will best fit with Blue Port’s objectives and to ensure a mutually beneficial and profitable relationship between the two companies. We believe any business combination must produce a win-win scenario for all concerned or it is not worth pursuing.

Criteria

A successful business requires three distinct skill sets – Entrepreneurs (dreamers), Managers (planners), and Technicians (doers). Each of us has a certain percentage of each of these skills within us. To build our business we will build a team that has the balance essential for success. When looking at potential M & As we must keep this balance in mind.

When negotiating with a potential M & A prospect it is as much a relationship issue as it is an accounting and risk management issue. Parties who use the due diligence and negotiating process to develop a trusting, respectful, personable and mutually rewarding relationship between each other not only have a better chance of doing a deal with each other, but also have a better chance of feeling good about the price and the future potential

The following criteria will be assessed when reviewing any potential M & A:

• Opportunities – What new opportunities does it present and how can the Blue Port approach work better than any previous attempts to exploit the opportunities?
• Profit – How do we make money from the new opportunities? Do the services provided by Blue Port reduce expenses, increase sales, etc.?
• Synergies - Do the services/products enhance the offerings of existing Blue Port companies/divisions and vice versa?
• Competition – What is the competition and will being part of Blue Port reduce its effect?
• Funding - Can a fair price (cash and/or shares) be reached to satisfy all parties? What funds will be required and how will they be utilized (new sales staff, literature, etc.)?
• Risk - What are the risk factors that may affect us?
• Team - Can the Blue Port team and the company under assessment connect with each other on a personal level, like and respect each other, and want to do business with each other?
• Skills - What is the effect on the Entrepreneur/Manager/Technician balance? Does it enhance the special advantage that Blue Port has over any rival companies – a Management team with a distinct skill set?