<PAGE>   1
                              AMENDED AND RESTATED
                               LICENSE AGREEMENT

         THIS AMENDED AND RESTATED LICENSE AGREEMENT (the "Agreement") is dated
as of March 6, 2001 (the "Effective Date") and is by and between Robert H.
Cawly, whose principal place of business is 35 Flagg Road, Southborough, MA
01772 (hereinafter the "Licensor") and Executive Venture Partners, Ltd., a
Massachusetts corporation, whose principal place of business is c/o Robert H.
Cawly, 35 Flagg Road, Southborough, MA 01772 (hereinafter, together with its
permitted successors and assigns, the "Licensee").

                                  WITNESSETH:

         WHEREAS, the Licensor is a founder of Licensee, will be a shareholder,
director and officer of Licensee, and Licensee expects to employ Licensor in
the conduct of its business operations;

         WHEREAS, the Licensor is the creator and owner of certain Intellectual
Property Rights described on Schedule I, Business Value Profile, annexed hereto
(collectively, the "Intellectual Properties") with an agreed value of
$1,200,000; and

         WHEREAS, the Licensor wishes to grant and Licensee wishes to accept a
license for the rights to use, capitalize upon and improve the Intellectual
Properties to further the business interests of the Licensee as also described
in Schedule I.

         NOW, THEREFORE, the parties, in consideration of the promises,
undertakings and commitments of each party to the other set forth herein,
hereby mutually agree as follows:

         1.  GRANT OF LICENSE.  Licensor hereby grants to Licensee and
Licensee hereby accepts, subject to the terms and conditions of this Agreement,
the exclusive royalty-free, fully paid up, worldwide right and license in
perpetuity to (a) use the Intellectual Properties and any logo derived
therefrom in connection with the operation of Licensee's consulting business
established by Licensee upon its organization at the Effective Date (the
"Business") which includes, but is not limited to, the marketing and delivery
of the Licensee's products and services. Licensee hereby accepts such license
and agrees to perform all of its obligations in connection therewith as set
forth herein. The license is not revocable by the Licensor except upon default
and termination in accordance with Section 6 hereof. The license is not
transferable by the Licensee and the Licensee shall not transfer the license
except to the Licensor or to a Person that succeeds to substantially all of the
business and assets of the Licensee. For the purposes hereof, (a) the term
"Licensee" shall mean and include a permitted transferee, (b) the term "Person"
shall mean an individual, a corporation, a limited liability company, a
partnership, a joint stock association, a business trust or a government or any
agency or subdivision thereof and shall include the singular and the plural and
(c) the term "Transfer" means any sale, assignment, gift, pledge or other
encumbrance, exchange or other disposition, whether voluntary, involuntary or
by operation of law (including, without limitation, upon death, dissolution of
title-holding entity, dissolution of marriage, bankruptcy, legal incapacity or
otherwise).

         2.  OBLIGATIONS OF LICENSOR.  Licensor's only obligations under this
Agreement are: (i) to provide Licensee with such general orientation to the
Intellectual Properties as may be required by Licensee, and (ii) to serve
Licensee for a period not to exceed sixty (60) months following the Effective
Date as an employee at a rate of compensation and with a benefit schedule no
less than the rate and schedule offered by the Licensee to any other employee
or independent contractor of Licensee engaged


                                       1



<PAGE>   2

on its behalf in the delivery to the Licensee's customers of comparable
services, in the course of which the Intellectual Properties are employed or
utilized, directly or indirectly.

         3.  OBLIGATIONS OF LICENSEE.  In the event the employment of Licensor
by Licensee terminates for any reason, including without limitation the
Licensor's death, Licensee shall (a) license to Licensor full rights in and
to the then current Intellectual Properties, which license shall be a
world-wide, non-exclusive, royalty free license in perpetuity for such
Intellectual Properties, shall grant to Licensor rights to modify, extend,
revise, sublicense or market such Intellectual Properties and otherwise be on
terms and conditions reasonably satisfactory to Licensor and Licensee, and (b)
if such termination occurs prior to May 1, 2006, pay to Licensor or his estate
a monthly sum in advance on the first day of each calendar month during the
period that commences on the date of such termination and ends at the close of
business on May 1, 2006 of Six Thousand Two Hundred Fifty Dollars ($6,250.00)
without deduction or offset of any kind or amount.

         4.  INTELLECTUAL PROPERTIES.  The Licensor represents and warrants to
the Licensee with respect to the Intellectual Properties that: (i) the Licensor
has, to the best of Licensor's knowledge, all right, title and interest in and
to the Intellectual Properties; and (ii) the Licensor has taken and will
continue to take all steps reasonably necessary (for a Person of Licensor's age
and experience) to preserve, defend and protect the ownership, priority of use,
and validity of such Intellectual Properties.

                  A.  CONDITIONS TO USE.  With respect to Licensee's use of the
                      Intellectual Properties pursuant to the license granted
                      under this Agreement, the Licensee agrees that:

                           (i)    The Licensee shall use the Intellectual
                                  Properties (a) only in connection with the
                                  right and license granted hereby; and (b) only
                                  in the operation of Licensee's Business;
                           (ii)   During the term of this Agreement, the
                                  Licensee shall identify itself as a "licensee"
                                  and not the owner of the Intellectual
                                  Properties, and shall make any necessary
                                  filings under state law to reflect such
                                  status; and
                           (iii)  The Licensee's rights to use the Intellectual
                                  Properties is limited to such uses as are
                                  authorized under this Agreement or in an
                                  amendment thereto executed by the Licensor,
                                  and any unauthorized use thereof may
                                  constitute an infringement of the Licensor's
                                  rights and grounds for termination of this
                                  Agreement in accordance with Section 6 hereof.

                  B.  SENIOR USERS.  Licensor represents and warrants that he
                      has no knowledge that any senior users may claim rights to
                      the Intellectual Properties.

                  C.  PRODUCTS.  With the written agreement of Licensor and
                      subject to a minimum royalty (which shall be no less than
                      twenty percent (20%) of the retail price thereof),
                      Licensee may develop and market methodology products
                      derived from the Intellectual Properties.

         5.  INFRINGEMENT BY THIRD PARTIES.  In the event the Licensee becomes
aware of any infringement of the Intellectual Properties or the Licensee's use
of the Intellectual Properties is challenged in writing by a third party, the
Licensee shall immediately notify the Licensor, and the Licensor will take
reasonable action for a Person of Licensor's age and experience. If the
Licensor determines that no action to protect the Intellectual Properties is
necessary, the Licensee may take any action necessary to protect its own
interest, at its own expense. If it becomes advisable at any time in the sole
discretion of the Licensor to modify or discontinue the use of the any mark or
name and/or use one or more additional


                                       2
<PAGE>   3
and/or substitute marks or names, and uses such additional or substitute marks
and/or names, then Licensee shall modify or discontinue its use of any such
mark and name, and use such additional or substitute marks and/or names, and
Licensee shall be responsible for the tangible costs (such as replacing signs,
logos, video tapes, printed literature, etc.) of complying with this
obligation. In the event that litigation alleging that the Intellectual
Properties infringe a third party's rights is instituted or threatened against
the Licensee, or its sub-licensees, the Licensee shall promptly notify the
Licensor and shall cooperate fully in defending or settling such litigation,
which shall be conducted at the expense and direction of the Licensor.

         6.  DEFAULT AND TERMINATION.

                  A.  DEFAULT NOT REQUIRING A CURE PERIOD. Licensee shall be in
                      default, and Licensor may, at its option, by giving
                      Licensee notice of the default immediately terminate this
                      Agreement and all rights granted hereunder without
                      affording Licensee any opportunity to cure the default as
                      provided in Section 6C, if Licensee shall become insolvent
                      or make a general assignment for the benefit of creditors;
                      a petition in bankruptcy is filed by Licensee or such a
                      petition is filed against and consented to by Licensee;
                      Licensee is adjudicated bankrupt; a bill in equity or
                      other proceeding for the appointment of a receiver of
                      Licensee or other custodian for Licensee's business or
                      assets is filed and consented to by Licensee; a receiver
                      or other custodian (permanent or temporary) of Licensee's
                      business or assets is appointed by a court of competent
                      jurisdiction; proceedings for a conference with a
                      committee of creditors under any state or federal law are
                      instituted by or against Licensee; a final judgment
                      remains unsatisfied or is of record for thirty (30) days
                      or longer and no supersedeas bond is filed; an execution
                      is levied against Licensee's operating business or
                      property; or a suit to foreclose any lien, mortgage or
                      other indebtedness against any assets of Licensee is
                      instituted against Licensee and not dismissed within
                      thirty (30) days; and


                  B.  DEFAULT REQUIRING A CURE PERIOD. Licensee shall be in
                      default, and Licensor may, at its option, by giving
                      Licensee notice of default, immediately terminate this
                      Agreement and all rights granted hereunder subject to
                      Licensee's right to cure the default as provided in
                      Section 6C, if Licensee hereunder shall fail to remain in
                      substantial compliance with any of the requirements of
                      this Agreement, including any amendments or supplemental
                      agreements thereto entered into by Licensor and Licensee,
                      or fail to carry out this Agreement, including any
                      amendments or supplemental agreements thereto entered into
                      by Licensor and Licensee.

                  C.  DEFAULT REMEDIES.  Except as to default identified in
                      Section 6A, Licensee shall have thirty (30) days after
                      receiving a written notice of default from Licensor in
                      order to remedy any default hereunder and provide evidence
                      of such remedy to Licensor. If a default is of such a
                      nature that it is susceptible of a cure, and such cure is
                      diligently pursued by Licensee, but a period in excess of
                      thirty (30) days will be required to effect such cure,
                      then the Licensee shall have such time as may be
                      reasonable to effect the cure, but not exceeding sixty
                      (60) days in any event. If any default is not cured within
                      the applicable time period, then this Agreement, at
                      Licensor's option, shall terminate immediately without
                      further notice to Licensee. Also, no right or remedy
                      herein conferred upon or reserved by Licensor is exclusive
                      of any other right or remedy provided or permitted by law
                      or equity. The events of default and grounds for
                      termination described herein shall be in addition to any
                      other grounds for termination contained elsewhere in this
                      Agreement or otherwise.


                                       3

<PAGE>   4
     7.  INDEMNIFICATION.  The parties agree that nothing in this Agreement
authorizes either party to make any contract, agreement, warranty or
representation on the other party's behalf, or to incur any debt or other
obligation in the other party's name, and that neither party shall in any event
assume liability for or be deemed liable hereunder as a result of any such
action or by reason of any act or omission of the other party in the conduct of
other party's business or any claim or judgment arising therefrom against the
other party. Each party agrees at all times to defend at its own cost, and to
indemnify and hold harmless to the fullest extent permitted by law, the other
party and any permitted transferee (the parties and all such Persons
hereinafter referred to collectively as "Indemnitees") from all losses and
expenses incurred in connection with any action, suit, proceeding, claim,
demand, investigation, or formal or informal inquiry (regardless of whether
same is reduced to judgment) or any settlement thereof arises out of or is
based upon any of the following: either party's infringement or alleged
infringement or other violation or other alleged violation of any patent,
trademark or copyright or other proprietary right owned or controlled by third
parties; either party's alleged violation or breach of any contract, federal,
state or local law, regulation, ruling, standard or directive of any industry
standard; libel, slander or any other form of defamation by the other party;
either party's alleged violation or breach of any warranty, representation,
agreement or obligation in this Agreement; any acts, errors or omissions of
either party or any of its directors, officers, shareholders, employees,
agents, contractors, representatives, subsidiaries, affiliates and/or
sub-licensees; the inaccuracy, lack of authenticity or nondisclosure of any
information by any customer of either party's business; any services or
products provided by either party at, from or related to the operation of its
business; any services or products provided by any affiliated or nonaffiliated
participating entity; any action by any customer of either party's business;
and, any damage to the property of either party, their agents or employees, or
any third person, firm or corporation, whether or not such losses, claims,
costs, expenses, damages, or liabilities were actually or allegedly caused
wholly or in part through the active or passive negligence of the other party
or any of its agents or employees.

     8.  MISCELLANEOUS.

                  A.  GOVERNING LAW.  This Agreement shall be interpreted and
                      construed under the laws of The Commonwealth of
                      Massachusetts, which law shall govern in the event of
                      conflict of laws, except to the extent governed by the
                      United States Trademark Act of 1946 (Lanham Act, 15 U.S.C.
                      Section 1051 et seq.).

                  B.  REMEDY.  No right or remedy conferred upon or reserved by
                      the Licensor or the Licensee by this Agreement is intended
                      and it shall not be deemed to be exclusive of any other
                      right or remedy provided or permitted herein, by law or at
                      equity, but each right or remedy shall be cumulative of
                      every other right or remedy.

                  C.  INJUNCTIVE RELIEF.  Nothing herein contained shall bar the
                      Licensor's or Licensee's right to obtain injunctive relief
                      against threatened conduct that will cause either loss or
                      damage under usual equity rules, including the applicable
                      rules for obtaining restraining orders and preliminary
                      injunctions.

                  D.  ASSIGNMENT.  Except as set forth in Section I, Licensee
                      shall not assign, encumber, or otherwise Transfer the
                      License established hereby or its rights and obligations
                      under this Agreement without the prior written consent of
                      Licensor. However, Licensor shall not unreasonably
                      withhold consent to any such assignment incidental to any
                      merger, consolidation, purchase of substantially all of
                      the assets or reorganization of Licensee provided that the
                      successor or surviving entity is, in Licensor's opinion,
                      qualified to perform Licensee's obligations hereunder. For
                      the purposes of the foregoing sentence, EVP Acquisition
                      Corporation, a Georgia corporation ("Merger Sub") that is
                      a wholly-owned


                                       4
<PAGE>   5
                      subsidiary of Brainworks Ventures, Inc., a Nevada
                      corporation ("Brainworks"), each with is principal place
                      of business at 101 Marietta Street, Atlanta, GA 30309,
                      shall each be an approved successor by merger to the
                      rights and obligations of Licensee hereunder, provided
                      that upon completion of any such merger such successor
                      executes the form of "acknowledgement of successor"
                      following the execution page hereof and Licensor consents
                      to the assignment by operation of law to Merger Sub and
                      Brainworks of the license established hereby and the
                      Licensee's rights and obligations under this Agreement.
                      Further, Licensee may sub-license its rights hereunder to
                      sub-licensees, as long as any such sub-licensee agreement
                      is consistent with the provisions contained herein.
                      Licensor may assign this Agreement or any rights it may
                      own without the consent of Licensee. Licensee shall
                      provide a copy of each sub-license agreement to Licensor
                      promptly after the execution of any such agreements.

                  E.  ENTIRE AGREEMENT.  This Agreement and any other documents
                      executed contemporaneously herewith constitute the entire,
                      full and complete agreement between the parties with
                      respect to the subject matter expressed herein. It
                      supersedes and cancels any prior oral or written
                      indications, undertakings, understandings, agreements, or
                      negotiations concerning the subject matter of this
                      Agreement. No amendment to, or change of, or variance from
                      this Agreement shall be binding on the parties hereto
                      unless mutually agreed to by the parties and executed by
                      themselves or their authorized officers or agents in
                      writing.

                  F.  SEVERABILITY.  Except as expressly provided to the
                      contrary herein, each section, part, term and/or provision
                      of this Agreement shall be considered severable, and, if,
                      for any reason, any section, part, term and/or provision
                      herein is determined to be invalid and contrary to, or in
                      conflict with, any existing or future law or regulation
                      by a court, arbitrator or agency having valid
                      jurisdiction, such shall not impair the operation of, or
                      have any other effect upon, such other sections, parts,
                      terms and/or provisions of this Agreement as may remain
                      otherwise intelligible, and the latter shall continue to
                      be given full force and effect and bind the parties
                      hereto, and said invalid sections, parts, terms and/or
                      provisions shall be deemed not to be a part of this
                      Agreement; provided, however, that if the Licensor or
                      Licensee determines that such finding of invalidity or
                      illegality adversely affects the basic consideration of
                      this Agreement, the Licensor, or Licensee, at its option,
                      may terminate this Agreement.

                  G.  NO WAIVER.  No failure of either party to exercise any
                      power reserved to it by this Agreement, and no custom or
                      practice of the parties at variance with the terms hereof,
                      shall constitute a waiver of the other party's right to
                      demand compliance with any of the terms herein. The
                      failure of any party to exercise any right or option given
                      to it by or to insist upon strict adherence to the terms
                      of this Agreement, shall not constitute a waiver of any
                      terms or conditions contained herein with respect to any
                      other or subsequent breach.

                  H.  NOTICE.  Any notice, payment or statement required by this
                      Agreement shall be in writing and shall be personally
                      delivered or sent by registered or certified mail, postage
                      prepaid, to the address indicated in the first paragraph
                      of this Agreement, and shall be effective as of earlier of
                      the date delivered or seven (7) days after placed in the
                      U.S. Mail, properly addressed and containing the proper
                      postage. Either party may designate a different address by
                      written notice to the other party.

                  I.  CONTENTS OF AGREEMENT; PARTIES IN INTEREST.  This
                      Agreement sets forth the entire understanding of the
                      parties with respect to the subject matter hereof. This
                      Agreement shall not be changed or terminated orally. All
                      the terms and conditions of this Agreement shall be
                      binding upon and inure to the benefit of and be
                      enforceable by the respective successors and assigns of
                      the parties hereto.

         9.  ARBITRATION.  All disputes between the parties and any claim by
             either party that cannot be amicably settled, other than claims
             solely for injunctive relief, shall be determined solely and
             exclusively by arbitration in Boston, Massachusetts, under the
             expedited commercial


                                       5



<PAGE>   6
rules of the American Arbitration Association. The opinions and recommendations
of the Arbitrator, including whatever allocation of expenses and attorneys'
fees the Arbitrator deems equitable, shall be binding on the parties and
judgment upon the award rendered by the Arbitrator may be entered in any court
of competent jurisdiction.

         Notwithstanding any provision of this Section 9, either party may, at
its option, institute an action for temporary, preliminary injunctive relief or
seek any other equitable relief against the other party in addition to the
other rights and remedies provided herein.

         10. SURVIVAL. It is agreed by the parties that whatever performance by
a party is contemplated to extend beyond the termination of this Agreement,
such performance obligation shall survive the termination of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered
this License Agreement as an agreement under seal, on the day and year first
above written.

                                             LICENSOR:

                                             /s/ Robert H. Cawly
                                             --------------------------------
                                             Robert H. Cawly

                                             LICENSEE:

                                             EXECUTIVE VENTURE PARTNERS, LTD.

                                             By: /s/ Robert H. Cawly
                                                ------------------------------
                                                Robert H. Cawly, President
<PAGE>   7
                          ACKNOWLEDGEMENT OF SUCCESSOR
                          ----------------------------


The undersigned represents to Licensor that (a) it has read the foregoing
Amended and Restated License Agreement, (b) it is the successor by operation of
law to the Licensee originally named herein, (c) it has reviewed and
understands all the terms and provisions of the Amended and Restated License
Agreement, and (d) it assumes and will perform the obligations of the Licensee
set forth herein.


                                        SUCCESSOR LICENSEE


                                        EXECUTIVE VENTURE PARTNERS, INC.
                                        --------------------------------------
                                        Name



                                        By: /s/ Robert DeN. Cope
                                            ----------------------------------
                                            Robert DeN. Cope
                                            Its: Vice President



                                       4
<PAGE>   8
                                   SCHEDULE I
                             BUSINESS VALUE PROFILE


A NEW WAY OF THINKING

BrainWorks Ventures is an investment growth and asset management company focused
on developing a portfolio of highly attractive business ventures. In contrast to
other venture capital firms, BrainWorks' business model is centered on an "asset
flow" concept versus the traditional "deal flow" model. While deal flow is the
essential lifeblood of any investment strategy, BrainWorks' differentiation is a
front-end proprietary "asset flow" process that provides a highly attractive and
more selective deal flow. This means lower risk, less time spent with work out
situations, and more focus on the growth companies.

FOLLOW THE ASSETS

"Asset flow" is defined as the movement of assets into a market, supply chain
and within a company. The focus is on identifying and nurturing yield producing
assets and taking them to market. We assist start up, intermediate and
established global companies take assets to market by obtaining "credible mass"
as a prerequisite to making subsequent investments need to obtain "critical
mass." Credible mass is proving the viability of the business model or asset in
the market place with customers. Whereas, critical mass is the deployment of
sufficient resources, practices and capabilities to implement and sustain the
business goals.

The very definition of "asset flow" means an expanded view of the market and how
value is created. BrainWorks' business model reflects this reality by not just
focusing on traditional investment and asset management functions. BrainWorks
has targeting selected academic research and corporate venturing as two major
"asset sources" to increase the quality of deal flow and investment
opportunities. An Innovation Lab has been established to work with both
entrepreneurs and corporate value managers to identify and leverage value
opportunities.

EXPERIENCED VALUE MAKERS

BrainWorks employs a select set of executive partners that offer advice,
strategy and recommendations on how asset portfolios can create sustained
profitable operations and stock accreation for our clients and a source of deal
flow for our investment consideration.

Executive Venture Partners (EVP) specializes in the development and
implementation of asset valuation strategies primarily focused on assisting
companies develop a Corporate Venturing function. This is a nascent function
that has not been fully developed as it is typically scattered among a number of
isolated functions and advisors. For example, our research indicates that
internal coordination of M&A, strategic planning, technology investments and
product development are seldom done well. The result is that there are
significant portfolios of assets that have accumulated within a company that are
not exploited to their fullest value. More importantly, the amount of investment
that is put at risk because of redundant, overlapping or unwise ventures is very
high. The payback of a Corporate Venturing function can be justified on this
alone, not even accounting for the lost value opportunities on the assets that
lay fallow.


                                       1
<PAGE>   9
                                   SCHEDULE I
                             BUSINESS VALUE PROFILE


CORPORATE VENTURING FOCUS

A well-defined Corporate Venturing function can reduce investment risk and
maximize the value of assets that may be dormant or not performing at their
fullest value. Typical asset portfolios that are undervalued include; IT
projects applications, emerging technologies, product development,
customers/suppliers, venture investments and specific business units. A
Corporate Venture strategy is a high yield, value opportunity for a company
looking to increase it shareholder value. If done properly, many companies have
found this to be a very attractive and compelling value opportunity.

However, BrainWorks believes that there is not a single company focusing on this
problem today....the investment bankers deal with M&A and investments, the
strategy consultants deal with M&A and product development, and system
integrators deal with the projects, applications and technologies. The goals of
each of these firms are not to maximize the value of each of these portfolios.

VENTURE SOURCING PROCESS

That is the role that BrainWorks plays using its proprietary Venture Sourcing
methodology. The methodology enables BrainWorks' business model by more
effectively addressing the inherent uncertainty and risk associated with venture
investments. The methodology provides the framework for our clients to establish
consistent, repeatable and measurable business practices relative to investment
and asset management. This process is initiated by an Executive Workshop that
presents the Venture Sourcing process, quantifies our value proposition,
illustrates examples for each asset portfolio, quantifies the potential value to
the client, and seeks a commitment to proceed. The process is comprised of three
distinct workshops that can be conducted for each portfolio of assets or
individual value opportunity.

<TABLE>
<CAPTION>
The Opportunity Workshop               The Business Workshop                  The "Go to Market" Workshop
------------------------               ---------------------                  ---------------------------
<S>                                 <C>                                     <C>
Define Asset Opportunities            Develop Asset Value Strategy              Prepare Go-to-Market Plan
Assess Opportunities & Risks        Define Business Model & Strategies      Launch Plan to Achieve Credible Mass
                                         Prepare Business Plan

"Assess the Opportunity"            "Preparing the Business Plan"                "Achieving Credible Mass"
</TABLE>

THE OPPORTUNITY WORKSHOP

This first phase of this workshop is focused on identifying the portfolio of
assets that may have potential value to be realized within the company's
existing business mode, or by looking at new channels, models and structures.
Depending on the portfolio of assets evaluated, of the inventory of assets from
multiple portfolios, an asset strategy will be develop based on where that asset
is ranked in the portfolio.

Once this ranking in approved, the appropriate asset strategy will be deployed.
In the Venture Sourcing Process, there are four key strategies:

1)       Asset Origination deals with the process of developing, refining or
         bettering the asset's productive use value so that it can be leveraged,



                                       2
<PAGE>   10
                                   SCHEDULE I
                             BUSINESS VALUE PROFILE


2)       Asset Leverage is deploying the asset to realize the value associated
         with its productive use in a business model which involves supply and
         demand of consumers and producers in a value chain,

3)       Asset Appreciation deals with the concept of "holding value" whereby
         the asset increases in value or is held to more favorable market
         conditions exist to realize the asset value,

4)       Asset Arbitrage deals with the buying, selling, trading, and licensing
         of assets so that their productive value can be leveraged in another
         business model, industry or market.

The end result of this workshop is an asset portfolio assessment of the
individual assets, ranked by opportunity and a preliminary asset value strategy.
For this workshop we will develop the appropriate examples for each asset
portfolios.... IT Projects, Applications, Emerging Technologies, Products &
Services, Customers/Suppliers, Investments and Business Units.

THE BUSINESS WORKSHOP

The goal is to define a viable business model, agree on the key strategies,
prepare a pro-forma financial plan, and identify the management team to drive
it. For each asset, it entails building scenarios to assess the potential value
in specific markets and demand situations. Based on the selected market
scenario, we define the most attractive business models and strategies to
leverage the value of the asset.

The focus is on detailing the asset value strategies defined in the opportunity
workshop using a concept credible mass. Credible mass is proving the viability
of the business model or asset in the market place with customers.

The customer/market problem is defined, the value of the asset to meet that
problem is assessed, and a value proposition profiled to communicate the value
of the products and services derived from the asset. A customer value
proposition is then prepared to demonstrate how the asset meets their needs.
Also, a profile of competitors or potential partners, channel and distribution
alternatives and the barriers and cost of market entry are defined.

THE "GO TO MARKET " WORKSHOP

This workshop is designed to develop plans to take the asset to market. This
plan must reflect the state of the asset, whether it needs productization, more
investment or development of a business model and entity for its leverage.
Specifically, an operations plan is developed that specifies the Best Actions
for Value based on the particular circumstances related to that asset. EVP's
client executives not only help in developing and refining your plan, but also
will assist in getting the asset to market.


                                       3
<PAGE>   11
                                   SCHEDULE I
                             BUSINESS VALUE PROFILE


BASE METHODS AND PRACTITIONERS METHODS

In creating the Value Sourcing methodology, there are two major methodology
repositories of intellectual property that will be used as the derivative
source. The base methods embodied a number of proprietary concepts that
explicitly defined the look, feel and substance of all derivative works. Among
them, but not limited to, are these concepts:

                 The Essentials of Relationship Management
                 The Laws of Expectations Management
                 The Laws of Value Management
                 Goal Definition Workbook
                 Business Value Framework
                 Economic Value Sourced (EVS)
                 The Performance Framework
                 Best Actions to Best Practices
                 The Solution Planning Framework
                 The Solution Planning Guide
                 The Value/Change Process
                 The Value Playbook
                 The Value Calculator

The Practitioners' Methods Guide reflects all of the above components and is the
body of work that contains the proprietary information on how to actually build
derivative work products.


                                       4