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Statement of Purpose


The function of Promia's Advisory Board ("AB") is three-fold:

  1. To make available to the Board of Directors and Senior Management of Promia (collectively "Promia") the depth and breadth of knowledge, experience, and expertise of industry professionals that may serve to both complement Promia's form and function as well as challenge certain assumptions and conclusions.

  2. To make available to Promia the depth and breadth of knowledge, experience, and expertise of industry professionals that may serve to best advise and guide Promia's corporate support functions. Promia has entered into a high growth phase in its development cycle that will require new corporate functions as well as the necessity to manage existing corporate functions effectively and efficiently so as to minimize the risk of inefficiencies and sub-optimal allocation of human and capital resources.

  3. To provide Promia with a demand-driven resource. The knowledge, experience, and expertise available to Promia through its AB should be relative to Promia's stage of development and demand for such services. As the stage of Promia's development shifts, its demand for Advisory Board services will shift. As such, the composition of Promia's Advisory Board may adjust accordingly.

Specific areas in which the Advisory Board may effectively advise and guide Promia include:

  1. General Corporate
    1. Commercial development and placement of the IASMTM product (a predecessor of Raven TM ) ;
    2. Sales and marketing of the IASMTM product;
    3. Diversification of Promia's core product offering, vertically and / or horizontally;
    4. Human resource management, including stock option compensation programs;
    5. Government Relations;
    6. Corporate Governance Principles and Practices;
    7. and, Financing and managing growth.

  2. Core Research and Development
    1. Understanding, applying, and developing existing and hypothetical virus attack methodologies, both defensively and offensively;
    2. Modeling normal events an detecting anomalous events;and,
    3. Psychological profiling of individuals in various dynamic group settings, including modeling known and expected behavioral patterns.Advisory Board members are to be used by Promia as a resource as its demand for such services dictate. Demand for such services will be determined through regular senior management meetings and periodic consultation with Promia's Board of Directors.


In order to optimally and efficiently utilize the resources of the Advisory Board, interactions between Advisory Board members and Promia shall be by way of quarterly meetings, followed by dinner.

Irregular and impromptu conversation between the AB and Promia are encouraged, and are to be initiated by both the AB and Promia.

The Board of Directors shall approve in advance the agenda for each meeting, and timely mailings of relevant materials shall be forwarded to the Advisory Board members. Advisory Board members also are expected to be available in person, by telephone, and by email to Promia.

This utilization structure shall be incorporated into Promia's overall set of established Corporate Governance Principles and Practices.

Promia's Advisory Board shall consist of 4 to 7 members, each with tenure of no more than three years. Each member's tenure will be reviewed during the final quarter of service by Promia's Board of Directors for consideration of whether to offer a subsequent term to such member. Each member shall be bound by certain non-compete and confidentiality agreements as are standard in the business. Each member must be open to the possibility of customary character checks, be they known or not to the Advisory Board member.

In order to efficiently and effectively install members of the Advisory Board, it will be for a member of the Board of Directors to nominate, and then, by unanimous vote of the Board of Directors, appoint an Advisory Board member. An Advisory Board member's tenure may be terminated early for and only for good cause and so by a unanimous vote of the Board of Directors.