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RAN ONE TRANSFERS RESULTS CONTENT AND METHODOLOGIES TO PRINCIPA IN SETTLEMENT AGREEMENT

View a detailed listing of the consulting systems and tools transferred to Principa as part of this settlement agreement.

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Read the settlement agreement excerpt relating to the IP transfer and you'll see that Principa owns the rights to these resources and only Principa is authorized to continue to distribute and enhance them in the marketplace.

RENO, Nevada, December 20, 2002 - Ric Payne, President & CEO of global consulting network Principa, announced today a major milestone for Principa and Principa clients as a result of a settlement reached between Principa and Ran One (formerly known as Results Accountants' Systems), the organization Payne co-founded with Paul Dunn in 1992. [Dunn sold his equity in Ran One to Jim McKerlie in 2000, and Payne no longer has any equity interest in the company].

As part of the settlement Ran One has agreed to transfer to Payne and Principa the exclusive ownership and rights to distribute the majority of the Intellectual Property and Consulting content previously associated with Results Accountants' Systems and the Accountants' Boot Camp.

"We're delighted with this outcome for Principa and for all members of the Principa Alliance, present and future" Payne said yesterday. "These consulting tools, along with the Accountants' Boot Camp methodologies represent 40 man-years of development and have been successfully used by thousands of firms around the world. We're very pleased to now integrate them into the Principa offering. Importantly, we can now also offer implementation support to firms who have invested in these systems previously."

Principa has been growing its global consulting network since May 2002 and currently has 70 member firms and has a total subscription base of 1700 internationally. "We're aiming to build the world's most successful network of consulting professionals, and the quality of our founding members gives us every confidence we'll achieve that." Payne said.

John Dunleavy, Executive Director of the California CPA Education Foundation said of the settlement, "This is a very good outcome for our members and I believe, for the profession as a whole." "Our organization has worked with Ric Payne and his associated companies for the past decade and we are 100% behind Principa's driving objective of helping CPAs and Consultants make a real difference in the lives of their small to mid-sized business clients".

Principa Alliance clients are also thrilled with this outcome. Said one member, Maria Berntson of Bakersfield based firm, Daniells Phillips Vaughan & Bock, "The resources and support we're already receiving from Principa give us a significant competitive advantage. Integrating the Results consulting methodologies into the offering will be the frosting on the cake and will definitely make this the consulting network that will lead "the firm of the future."

View a complete list of the consulting tools now owned by Principa.

For immediate release

Contact: Kerry Payne
kerry.payne@principa.net

About Principa

Principa is a global consulting network and provides the software, tools, consulting methodology and support for consulting firms to make a real and positive difference to their small and mid-sized business clients. Ric Payne and Kerry Payne founded Principa in October 2001. It is based in Reno, Nevada, USA and operates an office in Brisbane, Australia. Principa's client base is situated throughout North America, the Asia Pacific region and Europe.

The Relevant Sections Dealing with the Transfer of Content to Principa and Payne.

Upon execution of this Agreement, RAN ONE and McKerlie shall assign and transfer to Principa any and all rights, interest and title in and to that intellectual property listed on Exhibit A ("RAS IP"). RAN ONE and McKerlie further agree to execute any and all documents and take any and all actions reasonably requested by Principa or Payne to transfer, confirm and record the ownership rights granted in this Agreement, including without limitation, execution and delivery of all applications, assignments, licenses and other transfers of intellectual property rights.

The Parties agree and acknowledge that Principa or Payne shall be the sole and exclusive owner of the Prior Principa IP and the RAS IP, and that Principa and Payne may use, employ, practice, copy, distribute, modify, create derivative works, publish, disseminate, market or otherwise exploit, directly or indirectly (collectively referred to as "Exploit" or "Exploitation") the Prior Principa IP and the RAS IP in any manner whatsoever without obligation, accounting or liability to RAN ONE or McKerlie.

Except to the extent necessary to satisfy the obligations of RAN ONE and McKerlie to support the RAS IP as described below, neither RAN ONE nor McKerlie shall have any right to exploit the RAS IP without the prior written consent of Principa or Payne, which consent may be withheld in the sole and absolute discretion of either Principa or Payne.

Upon execution of this Agreement, RAN ONE shall provide to Principa the original digital masters on all RAS IP, as well as copies of any and all other documents and materials relating to the RAS IP, including all relevant source code and passwords, that RAN ONE can locate following a reasonably thorough diligent search.

Payne, Principa or any entity controlled by Payne or Principa shall have the right to create original intellectual property or intellectual property that is based upon or derived from the Prior Principa IP or the RAS IP (collectively "Principa New Works") for any purpose or use whatsoever without obligation, accounting or liability to RAN ONE or McKerlie.

The Parties agree that Payne, Principa or any entity controlled by Payne or Principa may Exploit the Prior Principa IP, RAS IP and Principa New Works in any business field or market in any geographic location, via any media, including but not limited to Internet publication, and that such Exploitation shall not constitute an infringement or violation of the rights of RAN ONE or McKerlie.

The Parties agree and acknowledge that no license or any other right not expressly granted herein regarding the Prior Principa IP, RAS IP or Principa New Works is intended to be created or granted by this Agreement. All rights not expressly granted are hereby reserved to the respective sole and exclusive owner of the intellectual property at issue.

Content Overlap and Continuing Support

Notwithstanding the provisions of Paragraphs above, to the extent that any overlap in content exists between the Client Advisory Board and User Guide and the Team Advisory Boards on the one hand, and the Ongoing Results Guides on the other hand, RAN ONE and Principa shall each have access to and be permitted to use the overlapping content without violating one another's exclusive rights thereto.

Further, notwithstanding the provisions of [this agreement] while RAN ONE is prohibited from Exploiting any or all of the RAS IP after execution of this Agreement, RAN ONE may continue to provide support to its existing clients who have purchased or licensed any of the RAS IP assets and who have chosen to continue to use such assets. RAN ONE will not separately charge any such client for any such support.