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And Now For the Heavy Lifting: Page 6 of 11

"My opinion was, 'They're doing the right thing and going about it the right way,' " Wanninger says now. The company's biggest problem was that it wasn't tracking costs in a way that could be easily understood by all stakeholders, he says. For instance, the $25 million figure includes infrastructure upgrades that were necessary even if MMS didn't exist--things like network buildouts and new servers. So when officials cite that figure for MMS development, it sounds like an irresponsibly large number.

Zempel's job would be challenged again, in December 2001, and this time he would have to fight for his whole team. In a meeting between Akradi and Oracle CEO Larry Ellison to discuss a possible deal for Oracle to resell the MMS software, Ellison offered to take over Life Time's IT operation, promising a 5 percent annual savings by using Oracle software. Ellison's offer was a surprise not only to Zempel but also to Oracle's sales team, Zempel says.

Perhaps more surprising was Akradi's reaction: He began to seriously consider the offer. "Now it was me against Larry," Zempel recalls.

Over the next 45 days, Zempel and his software development chief, Bertch, met with Akradi weekly to discuss whether Ellison's plan was feasible. Zempel detailed how Oracle's plain-vanilla software was not an equal replacement for Life Time's customized business systems and that any savings would be offset by having to overhaul the company's processes to comply with Oracle's out-of-the-box software.

Akradi ultimately told Oracle he didn't want to throw away Life Time's systems, he was keeping his team, and Oracle would have to customize and integrate its software into Life Time's existing infrastructure. Talks broke down, and the IT staff was spared.