SAMPLE CONFIDENTIAL REPORT

I. EXECUTIVE SUMMARY

John W. Smith was born in 1953 and raised in Cleveland, Ohio. He attended Average College I from 1966 to 1968 and graduated from Average College II in 1970. He also graduated from Best Business School's Management Program in 1980. Mr. Smith served in the U.S. Navy from 1970-1973. He is currently married, has 2 children and lives in Detroit, Michigan.

In 1973, Mr. Smith began his professional career as a city manager with Air Express, Inc., an international air-freight company. Mr. Smith's career progressed steadily at Air Express. His successes included a key role in establishing Air Express's Express Letter and its Corporate Logistics Services company, a $500 million enterprise. In 1991, Mr. Smith was appointed senior vice president with worldwide operational responsibilities for several Air Express business units. Mr. Smith resigned from Air Express in 1993.

In 1993, Mr. Smith joined Applied Electronics, Inc.; a computer, logistics and information-services company; as a senior vice president. He was also chief executive officer of Applied Electronics's Applied Distribution Services subsidiary. Mr. Smith's association with that firm ended in 1995.

From 1995 to 1996, Mr. Smith was chief operating officer of Air & Land Freight, Inc., a regional air-freight trucking company.

In 1996, Mr. Smith joined Telecomm Systems Corp., a cable and telephony company, as its chief operating officer with responsibility for three operating divisions. Mr. Smith was a key member of Telecomm's management team during a very dynamic period, characterized by strong financial performance. Mr. Smith resigned from Telecomm in 1998.

According to a Dun & Bradstreet report, Mr. Smith was a private investor from 1998 to 1999.

In 1999, Mr. Smith was named chief executive officer of TCS, Inc., a cable, internet and telephony company serving the long-haul trucking industry. He retains that position at present. Mr. Smith was chosen for this position due to his successes at Air Express and Telecomm.

A review of federal and state case law revealed no legal actions involving Mr. Smith. Also, Mr. Smith's credit report revealed no adverse credit information.

TCS, Inc. ("TCS") is currently a "debtor-in-possession," having filed a voluntary petition with the U.S. Bankruptcy Court for the District of Michigan under Chapter 11 of the Bankruptcy Code. TCS filed for Chapter 11 protection in order to facilitate the sale of its assets.

Prior to its bankruptcy filing, TCS provided cable, internet, and telephone services to long-haul truck drivers at 397 truck stops in 47 states. TCS had 43,000 monthly and 10,000 daily subscribers. The company temporarily suspended its operations as of December 28, 2000. However, its website, TCS.com, remains active. The company currently has 70 employees, down from 260 just prior to its Chapter 11 filing. Mr. John W. Smith is TCS's chief executive officer.

In 1995, Thomas Jones, William Johnson and John Wilson founded TCS as Transport Communications Systems, Inc. The partners invested nearly $1 million to develop and test a system for in-cab phone services to be used in the long-haul industry at truck stops. Upon the successful development and testing of the system, Tompson & Co. Ventures, a New York venture capital firm, committed $7.5 million to fund a national expansion and rollout of the system.

In 1996, Tompson & Co. Ventures provided an additional $15 million in financing to TCS. By the end of 1996, TCS's system was functioning at 14 truck stops in 12 states and the company had 10,000 subscribers. By the end of 1997, 25 sites across the United States were functional.

In 1998, TCS entered into an agreement with Trucking Centers of America of Cleveland, Ohio, the largest truck stop operator in the country. Pursuant to the agreement, TCS would install its system in Trucking Centers's 120 facilities nationwide. To facilitate the company's expansion, TCS completed a $75 million, 10 year, 144A offering of 13% senior notes in May 1998. By the end of 1998, TCS had its network installed in 200 truck stops nationwide.

On March 15, 1999, John W. Smith was named chief executive officer of TCS. Due to Mr. Smith's successes at Air Express and Telecomm, he was considered an excellent choice to lead TCS as it prepared for its initial public offering. According to Thomas Jones, the company's chairman, TCS was considering an IPO before the end of 1999, which could include an exchange of its $75 million, 13% senior notes for stock options.

The company went public on November 24, 1999, offering 3,750,000 shares at $17 per share. As part of the offering, Transport, Inc.'s Transport.com invested $10 million in TCS. TCS's $75 million, 13% senior notes, however, were not a part of the offering. By the end of 1999, the company serviced 250 truck stops nationwide.

For the nine months ending March 31, 2000, TCS reported that net losses had grown from $24.7 million in 1999 to $47.7 million in 2000. In May 2000, TCS's stock was trading near $3, down from the November IPO price of $17.

In October 2000, the company announced a 15% reduction of its workforce. In November, in its SEC Form 10-Q filing, TCS announced it would not be able to make a $4.9 million interest payment on its $75 million, 13% senior notes. In December, TCS released a statement that its financial difficulties were the result of the impact of high fuel prices on the trucking industry and the company's significant investment to build its network.

On December 20, 2000, TCS petitioned for bankruptcy and on December 28 the company suspended operations and laid off 190 employees. At the close of business on January 17, 2001, TCS was delisted from the NASDAQ National Market.