APS AND PPS COMBINE TO BECOME MEMBER SOLUTIONS
JENKINTOWN, PA and CENTER HARBOR, NH - January 1, 2005 - Automated Payment Services, Inc. (APS) and Professional Payment Systems, Inc. (PPS) have merged. The combined company, Member Solutions, serves over 2,000 martial arts, weight loss and fitness-related businesses throughout the United States, Canada and Australia. Member Solutions immediately becomes the leading tuition management company in both the martial arts and weight loss markets.

Member Solutions has over 25 years of cumulative experience serving membership-based businesses with billing, software, marketing and consulting products and services. The company will continue to focus on delivering high-quality solutions to membership businesses. The merger will immediately provide expanded benefits and services to clients.

P H I L O S O P H Y
APS and PPS created successful businesses based on client-centric philosophies, the delivery of quality billing and servicing, building a sense of community among clients, and creating a professional business development strategy. In recent years, through networking interactions at professional events, it became apparent to executives of both companies that they shared synergistic operational and service philosophies. Additionally, the executives realized that each company had developed unique benefits and industry niches that if combined would offer unparalleled service and technology to all of their clients.

K E Y B E N E F I T S
Operating Efficiencies
Customer service, billing operations, and customer and client communication will be enhanced and expanded as a result of increased billing volume and an even stronger team of experienced professionals focused on building client-member relationships and providing top quality billing and servicing support.

Cutting-Edge Billing & Servicing
A state-of-the-art predictive dialer capable of contacting thousands of accounts each day will improve collections and accommodate increased billing volume for years to come. Additional resources will speed development and implementation of our next generation billing and servicing platform. Member Solutions will offer the most flexible, connected and customizable solutions on the market.

Software Innovation
Market leadership will ensure widespread adoption of our comprehensive online member management solution slated for launch in Spring 2005. YOUbill® offers billing, attendance, point of sale, lead management, progression tracking, scheduling, member communication, member retention and employee management, to name a few of its many features. It's innovative yet simple and intuitive design will serve single location and multi-location owners alike.

Expansion of Client Services
Member Solutions employs leading martial arts professionals and industry consultants Allie Alberigo and Melody Shuman. By utilizing these top industry resources along with in-house talent and the strength of its formidable client base, the company will offer enhanced consulting products and services. These include group conference calls, private one-on-one sessions, client networking opportunities, business magazines and educational seminars. Over time, reward and client education programs will be expanded and offered to all clients. Its position as market leader will allow Member Solutions to negotiate special vendor pricing and discounts, while developing exclusive products and services on behalf of its clients.

T I M E T A B L E
While APS and PPS have been operating as Member Solutions since January 1, 2005, complete integration will be a gradual and deliberate process. APS and PPS clients will continue to enjoy the high level of service they have grown accustomed to with no material change in billing, communication or operations. Each company will service its respective clients as usual.

Over time, operations, sales, information technology and administrative functions will be consolidated in Pennsylvania, which will be Member Solutions' international headquarters. Client and customer service, product development, consulting, event management and software support functions will be distributed in New Hampshire, Pennsylvania, California and Australia. All clients will gain access to products, services and resources of both APS and PPS during this transition. APS, PPS, YOUbill and Member Solutions names and logos may appear on communications, brochures, products or services. Member Solutions expects full company integration to be complete by late Spring 2005.

I N F O R M AT I O N
For additional information, please call the Member Solutions sales department at 888-277-4409 or contact the individuals listed on the left.


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