h2o biz plan 11-9-99

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Contents

EXECUTIVE SUMMARY...............................................................................................................................2

MISSION STATEMENT............................................................................................................................................2BUSINESS OVERVIEW............................................................................................................................................2

THE PRODUCT.....................................................................................................................................................5

BUSINESS OVERVIEW..................................................................................................................................7

THE MARKET......................................................................................................................................................7

THE OPPORTUNITY...............................................................................................................................................8

COMPETITIVE LANDSCAPE.....................................................................................................................................9

MARKETING AFFINITY ISPSTO CONSUMERS ........................................................................................................12

THE COMPANY.............................................................................................................................................15

COMPETITIVE ADVANTAGESAND STRATEGY..........................................................................................................15

PRODUCTAND SERVICE PARTNERSHIPS..................................................................................................................18

FINANCIAL INFORMATION......................................................................................................................19

REVENUE..........................................................................................................................................................19

OPERATING EXPENSES........................................................................................................................................21

CURRENT STATUSOF COMPANY...........................................................................................................................22

OPERATING EXPENSESAND USEOF PROCEEDS.......................................................................................................22

PRO FORMA INCOME STATEMENT SUMMARY.........................................................................................................23

THE TEAM......................................................................................................................................................24

COMPANY PERSONNEL........................................................................................................................................24

AFFILIATED PERSONNEL .....................................................................................................................................26

ADDITIONAL CONSULTANTS.................................................................................................................................28

Confidential Page 1 9/1/2011

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commissions on every transaction. A large part of H2Os business is to manage therelationships with third party content, product and service providers. The company willhave a long list of features to choose from for each affinity ISP network it builds.

Killer Internet Applications

Each affinity ISP network will offer members all of the killer Internet applications theyhave become accustomed to through their current ISP service. They will have an Internetsearch engine, chat rooms, easy to use email, instant messaging and numerous shoppingservices. Additionally, each network will be built to be expandable, and as new killerapps hit the marketplace, they will be incorporated into the affinity ISP networks.

Specialized E-commerce

The attraction of specialty products or services will give affinity ISP networks the

advantage of providing its members with access to hard-to-find items of specific interest toits member base.

Affinity groups offerings will range from items such as subscriptions to periodicals to videogames to recommended books among numerous other products or services that aretargeted towards their specific niche audience.

Targeted Advertising

Affinity groups can build a database of their members interests and offer advertiserstargeted advertising opportunities. Advertisers will be able to take advantage of thegroups brand names and appeal to a loyal customer base. This will generate

considerable revenues and if a user base becomes large enough could offset therequirements of monthly fees, allowing the affinity ISP network to aggressively compete inthe ISP marketplace. H2O has partnered with 24/7 Media, one of the largest Internetmedia buying companies, to provide its clients with a complete package of media buyingservices.

Cross Promotional Opportunities

H2O also offers its clients and partners numerous cross-promotional opportunities. Forinstance, if the dental association has an affinity ISP network and an airline also has anetwork through H2O, both can benefit. The airline may be able to offer a find a dentistservice that helps their users find a dentist in their area. The dental association couldoffer discounted travel packages through the airline for an upcoming dental convention.H2O will also be providing numerous promotional opportunities, and members of affinityISP networks will be able to take advantage of numerous discounts, incentives and perksprograms.

Data Mining

Clients can increase their data-mining activities and gather a wealth of valuableinformation on their members. Members can be data-mined for demographic statistics,


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activity logs and transaction history. Once this demographic data is mined, users willreceive targeted ads and offers promoting efficient ad sales, higher ad rates, andeffective marketing.

A partial list of the specific types of information that they will mine is as follows:

Activity Logs (specific page views and areas of interest, content analysis) Transaction History

(types of content that are successfully bridging the "content to commerce model")

Full web reporting statistics determining what % of users are using the customizedbrowser

What geographic area is most active in each community What types of 3rd party content and commerce partners are being fully utilized Traffic analysis

(peak times, and number of hours each user spends within the community)

Building Online Communities

These networks will be designed to create a sense of community by offering its memberseverything they currently receive from their current ISP or from the current affinity groupswebsite plus access to a community that is more focused on information, products andservices of specific interest to them. H2O adds value by creating and implementing thefocused design and content tailored to the groups specific needs.

For example, an affinity ISP network designed for Harley Davidson owners would providethem with unique opportunities to find services related to biking. Travel services mayfeature weekend getaways for you and your bike; email addresses might read [email protected] or [email protected]. There would be news and information onupcoming Harley conventions and every kind of Harley branded accessory imaginablewould be available to the members. The potential for guest appearances in chat rooms orwebcasts would offer users considerable benefits; there could be classes on how to tuneup your bike or chat rooms for bikers over 60.

In contrast, a very different kind of community would be created for an organization suchas the American Association for Retired Persons where members may be offered all kindsof travel discounts or medical information. They could have clubs and organizations thatmeet in chat rooms, host special guests or even offer online classes. The ISP servicemay also be able to be included with the group's traditional membership benefits for aslightly higher monthly membership fee.

Each affinity ISP network will be designed to offer easy to use email, specialized news inaddition to general news, promotions of various varieties and other forms of specializedcontent to include games, videos, music, e-commerce merchandise and informationaltype services. The potential is limitless and as technology develops so will the offerings ofeach and every one of the networks.

mailto:[email protected]:[email protected]

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The Product

The examples below highlight the features that H2O offers its clients. The browser isdesigned to act like a skin over Internet Explorer and provides the client with the ability tooffer a completely privately branded ISP experience.

All of the killer applications that have made the Internet a revolutionary communicationsand information resource will also be available to clients. They include: chat, email,

instant messaging, buddy lists, customized news and homepages.


Product Features

Easy to Use Navigation and Design Customized Registration Software Branded Internet BrowserRelevant NewsSpecialized TopicsE-Commerce OfferingsTargeted Advertising OpportunitiesBranded Email AddressesCustomized Electronic StorefrontsSpecialty Products and ServicesSpecialized ProgrammingInternet Search EngineChat RoomsTravel ResourcesInternet AccessDial-up ServicesDSL and Cable (as available)

The channel bar enables the client tooffer advertisers links that stay with theusers for their entire Internetexperience. The channels can easilybe clicked away to open up the wholedesktop for surfing, and when the userwants a quick way to either travel backto the main site or to specific area onthe Internet (like Travel Resources),they can easily click the channel. This

provides the client with numerous newrevenue opportunities.

The browser can also contain a smallwindow where the client can provideunparalleled targeted advertisingopportunities to the users for the entiretime they are on the Internet.

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Financial Overview

The Company will derive revenues from each of its clients networks through a number of

streams: monthly membership fees, advertising, e-commerce and affiliate commercerevenues, production advances and licensing fees. Net membership revenues will be splitbetween the client and H2O on a negotiated basis. The Company plans to retain avariable net margin per user. H2O will maintain revenue sharing agreements foradvertising, e-commerce and affiliate commerce revenues with each individual client. TheCompany plans to receive a production advance one month after client signing to offsetthe network production costs (and to realize a margin). H2O may charge ongoinglicensing fees for use of various customized applications (such as registration software,unique browsers, instant messaging, etc.).

The Company expects to experience rapid growth over three years in terms of revenues,networks and subscribers. The table below summarizes the three-year, pro forma

projections:

$$ (millions) Year One Year Two Year Three

Gross Revenues $3.9 $33.4 $133.6Operating Income/(Loss) ($1.2) $6.1 $36.8Net Income /(Loss) ($1.3) $3.6 $22.1

Total Clients 12 28 47Total Networks 8 24 42Total Subscribers 175,205 1,760,009 7,823,618


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Business Overview

The MarketConsumers will spend $56 billion in Internet access services over the next five years.During that time the online services market will grow at a compounded annual rate of 21%(Yankee Group). AOL dominates U.S. online services with an estimated 57% of marketshare, with the competition scrambling to claim the number two spot. 80% of AOL'srevenue comes from the monthly access fee it charges subscribers. AOL continues to winin the newbie space, but churn experienced from online households exasperated withservice problems remains a threat to AOL's dominance. AOL consistently receives lowmarks with respect to call failure rates, connection speeds and DNS lookup times.(JupiterCommunications)

By the year 2000, there will be over 70 million people on the Internet and e-commercerevenue is expected to reach $120 billion. Three years later, (by 2003) it is predicted thatover 250 million people will be online and e-commerce revenue will reach $1.3 trillion.The US comprises the largest percentage of the online population. However, that onlyamounts to approximately 35% of Americans online and 65% will still have to pick theirISP company. Global statistics follow with under 10% of most populations being on line.

Approximately 50% of American households currently own a personal computer. 46% ofthese homes with computers consider Internet access the primary use for their computers.The price for a personal computer is rapidly falling, creating many new potential onlinehouseholds and many more households with multiple computers. Additionally, theInternet is accessible through television set-top boxes and convergence of allcommunications and media distribution systems has already begun.

Affinity groups have large followings and reach millions of people at a time. New usersare attracted to brand names and companies they trust. They will continue to be as theyenter the brave new online world. Affinity marketing programs such as affinity credit cardshave proven to be one of the most successful direct marketing models to date.

AOL dominates U.S. onlineservices with an estimated 57% ofthe market, with the competitionscrambling to claim the number

two spot.

48% of the market is controlled bylocal ISPs and the second largestnational ISP has two millionmembers or less.


Zdnets Infobeads August 99

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ISPs Dominate List of Top Net Merchants

The new NextCard Online MerchantIndex ranks Net retailers and servicesby the number of completedtransactions by NextCard Visas100,000 credit-card holders. Theheaviest volume was on AOLs onlineservice, which surpassedAmazon.com in July.

The Opportunity

What if every time you turned on your television it started on a certain channel? What ifABC was able to insure that you had to go to their station before moving on to the otherchannels available? That is now possible with the Internet. In fact, AOL has maximizedthe transactional opportunities available to them because they control the first pages thatsubscribers see when they log on to the Internet. Other ISPs also offer some services totheir subscribers, but none have created a world of their own that offers nearlyeverything one would be looking for on the Internet within the four walls of their onlinecommunity like AOL. Furthermore, ISPs are among the Internets top merchants becausemost users see their homepage first when they sign onto the Internet.

However, current ISP offerings are targeted at a general audience. For instance, an AOLsubscriber may be interested in 20% percent of its offerings, but 80% percent are mostlikely not of interest. Privately branded affinity ISPs can maximize their relationship withtheir members to offer them products, services and content that are of specific interest totheir member base. An environmental group can easily offer travel services to interestingplaces, or a major brand, like Harley Davidson, can offer its members tips on where tovacation with your Harley. Instead of paying AOL $21.95, a month they can support anon-profit organization or take advantage of enhanced services from a brand they already

know and love.

"Affinity companies can help differentiate the ISP from the competition andreduce customer acquisition costs (as they can cheaply market the ISP to itsmembers). Furthermore, customers who come from an affinity group may bemore loyal to the ISP and less likely to switch services."

Jupiter Communications, April 1999


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Major brands, groups and organizations will extend themselves into the home by offeringInternet access services. The brand will take over the desktop and be exposed toconsumers for their entire Internet surfing experience (an average of 30 hours a month)

with H2Os customized software package. The registration software, Internet browser andemail will all promote the brand and help to build an ongoing bond with the subscribers.A privately branded affinity ISP offering will transform the brand into a thriving onlinebusiness with multiple revenue streams that create ongoing bonding relationships withsubscribers.

Competitive Landscape

Jupiter Communications found that half of current users of the Internet would switch to anISP that met their interests.

Privately branded affinity ISPs can aggressively compete in the ISP marketplace by:

1. Reducing marketing expenses by targeting its member base through existingmarketing programs. This greatly reduces acquisition costs for ISP companies.

2. Leveraging their brand name to offer e-commerce products or services of interest to

their members and targeted opportunities to advertisers.3. Offering exclusive content, products and services that will attract new subscribers.4. Diminish churn rates with specialized offerings and the notion that subscribers are

supporting their affinity group.

Competing Against Free ISP Services

Recently, some companies have offered free Internet access services. Most of thesebusiness models rely on advertising revenues to cover the cost of providing dial-upservices. However, a recent survey commissioned by Alta Vista indicated that 54% ofusers would not choose a free ISP service if they had to put up with additional advertisingor directed marketing. To date, these business models have not proven to be profitable.

In fact, the most expensive service on the market is AOL at $21.95 per month (soon to be$23.95). Free service has been offered for about eighteen months and has notdramatically affected the marketplace. AOL continues to dominate and controls over 50%of the marketplace.

Lastly, the future of the Internet is broadband not dial-up. Broadband will come in theform of DSL or cable access services. These services will not be free and will be moreexpensive than dial-up services. Certain services such as audio or video programming


"Consumer demand for these [ISP] services also looks promising; a Jupiter

Consumer Survey indicates that more than 47% of US online households would bewilling to switch to an Internet access service provided by an affinity group orcompany if they were given an economic incentive (e.g., subsidized prices, frequent-flier miles, or rebates on products).

Jupiter Communications, March 1999

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Large ISPs

Small TechCompanies

iConnect

CustomizedPortals H2O

will be dependent on broadband technology, and consumers have traditionally paid forhigher end communications services. Broadcast television started out free, is still free,and the cable and satellite industries are still thriving. H2O will be providing DSL services

through its relationship with GTE Internetworking/Bell Atlantic.

A number of H2Os initial prospects are considering offering free dial-up services to theircustomers in order to entice them. In these scenarios, H2O will still receive revenues forproviding the dial-up services for clients. In the end, someone has to pay for the serviceand some of H2Os clients may choose to adopt a free model and pay H2O for theservice. This will not affect H2Os revenue model.

Consumer Interest in Affinity ISPs

For an affinity network to work it will need to recruit both consumers new to the web andentice online consumers to switch ISPs. There are barriers to having consumers switch

ISPs such as changing their email address. However, a Jupiter Communications/NFOstudy found that 49% of online households would be willing to switch to an Internetaccess service provided by an affinity group. Specifically, the study found that:

2% would switch out of loyalty to affinity group

18% would switch if given an economic incentive (added value benefits)

29% would switch if given lower access costs

51% did not think they would switch

The marketplace for branded affinity ISP services or virtual ISP services is large. Thereare easily tens of thousands of potential clients who can greatly benefit from offering abranded affinity ISP service. There are currently no companies offering a privatelybranded affinity ISP package that is as fully customized as H2Os. However, some of thelarger national providers such as GTE, AT&T, Compuserve and PSI Net are offering avirtual ISP service or a co-branded ISP service with no customization. Additionally,some small technical companies have recently appeared in the space and are offeringprivately labeled ISP services with limited customization. Customized portal companieshave been around for some time and a few offer complete private labeling but no ISPservices. Lastly, one company, iConnect, has recently surfaced offering privately labeledISP services for affinity groups and they offer a customized portal start page. However,they use generic browsers and their customization is limited to what a generic portal maylook like with the clients logo on the screen. To the best of the Companys knowledge,iConnect currently has one client, a Catholic organization.


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Large ISPs Co-opetition

Virtual ISP or co-branded ISP services from the larger companies offer clients the ability

to offer consumers ISP service with their website as the start page. This is a significantlyscaled down product with little software customization. Pricing for these services iscomparable to what H2O will be able to offer clients with its additional suite of servicesbuilt in. H2O has been able to negotiate competitive rates due to the large number ofsubscribers the tier one providers believe H2O will bring them.

The Company has started to negotiate arrangements with tier one ISPs to offer H2Osservices to their clients. These ISPs are finding that their clients are requestingcustomization services with their virtual ISP offering and they dont have the appropriateexpertise or resources to provide these services. In these scenarios, H2O will receiveless per user per month, but will greatly increase the opportunities to acquire clients andbuild strong relationships with major telecommunications companies. These companies

have already requested that H2O meet with their clients to discuss development ofprivately branded ISP services. These relationships will help to establish the companyscredibility and greatly exceed its number of potential clients.

The Company is also negotiating with GTE Internetworking (formerly BBN and soon to beBell Atlantic). GTE Internetworking is willing to discount its services to H2O and solidify arelationship whereby H2O will provide customization services for GTEs clients. In thisscenario, H2O would participate in the ongoing monthly subscription fees with GTEInternetworking. Additionally, the company is negotiating with RCN (a major regional ISPwith over 500,000 subscribers) to offer RCN partners the opportunity to offer a co-brandedISP service. Both negotiations will soon be concluded and H2O intends to continue tolook for strategic alliances with other major telecommunications companies. The

company was recently contacted and asked to partner with AT&T on an upcoming pitch toa major sports franchise. H2O will soon begin to negotiate with AT&T for similararrangements. H2Os services enable the large telcos to provide a new innovative servicethat helps them build their overall subscribership.

Smaller Technology Companies

The smaller companies that H2O is aware of that offer privately labeled ISP services arelisted below. For the most part, these companies are largely technical and offer theirclients their own hosting and technical support services for subscribers. H2O will beoutsourcing its technical support and hosting services to the ISP it partners with on aparticular project and may be able to use these smaller technology companies as vendors

in some instances. H2O will not be spending its resources on building a large staff orinvesting in technology until it has grown to a size in which this investment greatly reducesits costs. These companies tend to offer limited or no customization services.

Smart World TechnologiesLaser LinkRMC (Rocky Mountain Communications)Brand 3Ultra Star


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iConnect

iConnect is about seven months old and was founded by marketing professionals.

Currently, they have one client they have publicized: a Catholic organization. Thecompany is new and small and is targeting non-profit organizations. Their offeringprovides a customized portal page that offers products and services from LookSmart.They are not building customized registration software or a customized browser. Theirfocus seems to be exclusively on non-profit groups and not large brands. H2O istargeting large non-profit groups, successful online portals and large brands that alreadyhave a following.

Barriers of Entry

Although there are no proprietary aspects to H2Os business model, the Company hasenlisted an impressive group with unique expertise in the relevant areas. The Company

will be providing high level services to clients and will work in a similar fashion tointeractive production companies or ad agencies.

The H2O product is composed of numerous pieces and parts. Some are proprietarysoftware applications; others are specialized services in which there is limited expertise.This combination may prove to be a patent-able business model or product and thatpossibility is currently being researched by legal council.

The revenue system is designed so that the Company receives payment for services witha back-end participation formula creating a scenario where H2O will become a partnerwith its clients. In the end, it is the Companys unique skill set, expertise and high levelcontacts that will enable it to get a significant jump-start in this new area of the industry

where it has the opportunity to establish itself as a leader. The Companys intellectualcapital and execution of the concept will ultimately define its success.

Marketing Affinity ISPs to Consumers

Since affinity ISP networks will provide affinity groups with ongoing revenue streams, it willbe advantageous for many groups to invest in additional marketing for their online service.The bigger the service becomes the more advertising, merchandising and monthlymembership revenues will provide. This steady stream of income will enable the affinitygroups to further invest in marketing their service. Any marketing investment they make intheir online business will yield numerous new kinds of revenue-generating opportunities.

All clients will be asked to make a commitment to marketing their network and increasingtheir user base. H2O realizes that marketing this new concept may lie outside the affinitygroup's skill set and will offer assistance as needed to the network. When it iseconomically in H2O's best interest, the Company may not only advise but handle andfinance a client's marketing program to insure the success of any individual network.


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Strategic Advantages

Brand Name Content:

Brand names of affinity groups, or in some cases the brand names of entertainmentfranchises, can be leveraged to offer subscribers content that is so unique that those whoare interested in a particular brand will want access to this unique content. Affinity ISPnetworks have a distinct marketing advantage because they can leverage their existingbrand name as opposed to having to invest heavily in building awareness of a new brand.

Packaged Deals:

ISP services can be bundled with membership packages or promotions sponsored by theaffinity group. The Internet access service could be offered for free with a membershippackage, or members could receive additional products or services from the affinity group

when they join the affinity ISP network at $19.95/month.

Specialized Features:

Affinity ISP networks will target niche audiences and will be able to offer unique featuressuch as a "child safe" option that allows parents to offer their children a 100% safe onlinenetwork. Parents will be able to let their children use the Internet as a tool without fear ofthem accessing inappropriate material. These sorts of specialty features will enableaffinity ISP networks to bring new kinds of ISP product offerings to the marketplace.

Discounted or Free ISP Service:

Some groups will be able to discount the Internet access service or offer it at no charge ifthey generate sufficient revenues from e-commerce related business. One examplewould be a brokerage house, which offers its members free access every month if theymake three or more trades online. This proposition adds value to both the company andthe consumer.

Reduced Acquisition Costs:

ISP customer acquisition costs are greatly reduced with affinity marketing programs. Asan example, Earthlink offers an affinity partnership program (co-branding of their service)in which companies and organizations with active and established distribution channelscan partner with Earthlink to promote Earthlink's Internet services to their audiences.Earthlink pays the affinity partner a bounty for each new subscriber resulting from thepartnership. These partnerships reduce Earthlink's customer acquisition costs to as littleas $5 per customer, versus the average $65. (Jupiter Communications)


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Added Value:

1) The Affinity Group: Affinity groups that launch their own online network will have adirect pipeline to their members with limitless potential. They will have the opportunity tobuild a high profile online community that works like a marketing machine for theircorporation, organization or brand name.

2) Subscribers: Subscribers will receive access to a community that is more focused oninformation, products and services of specific interest to them along with traditional ISPservices with no additional costs for the specialized content.

3) Non- Subscribers: If non-subscribers would like to access the full array of specializedcontent without joining the affinity ISP network, an option can be provided for a "bring your

own access plan" for a smaller monthly fee such as $4.95/month.

4) The Website: Some affinity groups will already have a large web presence and othersmay have no existing website. Either way, H2O will offer its clients the opportunity tohave the website designed to work seamlessly with its new online service. Affinitywebsites will offer visitors limited versions of specialized content in order to entice newusers and to continue to attract web surfers.

5) Multiple Interfaces: It is possible that H2O will offer users more than one interface foran additional fee such as $4.95/month. This will allow families, or multiple userhouseholds, to have one interface for each distinct user. For instance, a household couldhave a sports interface for a parent log-on name and a Muppets interface for a kid's log-

on name.

6) Unique Programming: Affinity ISP networks can offer different kinds of specializedprogramming which will add value to the offerings of the company, group or organization.Offerings range from online classes to recommended music to celebrity chat sessions.When video is seamlessly delivered through the Internet to the television, each affinity ISPnetwork will be able to provide its own on demand pay per-view programming. Programpossibilities are endless and could range from tips on raising children to a specific episodeof an old favorite sitcom.


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The Company

Competitive Advantages and Strategy

The companys greatest asset is its intellectual capital and ability to attract creative andtechnical talent. The industry will grow like that of advertising or any similar professionalservice. H2Os talent base and ability to take a lead in the industry will enable it to be astrong competitor in a very large marketplace. The company has already attracted someof the top creative, technical, production and marketing talent in the interactive servicesindustry.

The companys professional contacts include many decision makers in the entertainmentindustry, publishing, financial management, sports franchises and within the interactiveindustry. Numerous interactive agencies the company has partnered with have providedintroductions to potential clients. Beyond partnerships with top interactive production

companies with numerous existing clients, the company has partnered with The ErlickGroup, an affinity marketing consulting company that has long-standing relationships withover 1,500 potential clients. They will provide initial introductions and take an active rolein future affinity marketing and cross-promotional opportunities within and between H2O'saffinity ISP networks. The Erlick Group has already provided introductions to over 20potential clients including Conde' Nast, Hearst Publications, First USA (large affinity creditcard issuer), major licensing companies, CBS Sports/Sportsline among many others.

Five top interactive agencies have partnered with H2O to provide production services andare bringing H2O new potential clients. They include US Interactive, ModemMedia.Poppe Tyson, Luminant Worldwide, Rare Medium and Think New Ideas.Additionally, the company also has strong relationships with numerous smaller production

companies. These assets will provide potential clients, especially large organizations andcorporations, reassurances that they are working with the top production companies in theindustry. The companys partnerships with major ISP companies such as GTEInternetworking, RCN and AT&T also provide clients with name brand technical servicesthat they can depend upon for their future subscribers. GTE Internetworking and RCNhave already brought potential clients to H2O and the company is currently in negotiationswith AT&T to create a similar relationship. Telecommunications companies have beeninterested in adding H2Os customization services to their current virtual ISP or co-branded ISP offerings. In addition to bringing numerous clients to the company, thisstrategy enables the company to reduce its capital expenditures and provide its clientswith limitless resources.

The company is currently targeting a range of potential clients. H2Os first client, TheBlack World Today, a major African American portal, will launch its ISP network within 90days. They offer subscribers specialized content, a database of over 10,000 AfricanAmerican owned businesses and over 50,000 current online subscribers of its onlinenewsletter. This first client will provide a full-featured working demonstration of thecompanys abilities. The company is also in negotiations with the largest video gamedistributor online and offline, a large financial institution, a major airline, a large credit cardcompany with over 600 affinity relationships, a portal designed for teenagers andnumerous clients provided through its relationships with major ISP companies. The short-


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term strategy is to launch The Black World Today, negotiate a large deal with a majorbrand name, sign two new additional clients and firm up its strategic alliances within thenext 60-90 days.

Not all companies with a loyal customer base can successfully leverage their customerrelationships in the online space. Brands that are more lifestyle-driven than product-driven will benefit the most from offering Internet access; e.g., MTV vs. CBS, AmericanExpress vs. Kelloggs. MTV and American Express have a deeper interaction with acustomer's life than do CBS and Kelloggs. They have more of an emotional appeal than aproduct focused one.

In general, the types of brands that could achieve success by providing ISP services arethose related to: (Jupiter Communications)

- gaming gear (e.g., Nintendo)

- computers (e.g., Gateway, Apple)- financial services (e.g., Schwab)- newspapers/magazines (e.g., Wall Street Journal, National Geographic Magazine)- nonprofit groups (e.g., Greenpeace)- religion (e.g., 700 Club)- sports (e.g., NY Yankees)- arts and entertainment (e.g., David Bowie, Martha Stewart)

The Outsourcing Strategy

H2O Networks has, through its own management team, as well as through thepartnerships it has assembled with others, developed a detailed methodology for offering

affinity ISP services. The company will offer a unique opportunity to truly maximize the fullrange of financial and promotional benefits obtainable through an unparalleled presenceon the Internet. Affinity groups will be able to utilize their current audience or membershipbase in the most effective way possible. Clients will have final approval on all contentoffered on their network and will be given easy-to-use tools to update their content ondemand.

The services provided by H2O are divided into three areas, described below productionservices, ISP services and marketing services.

Production Services:

While H2Os executive staff has considerable experience in the production design andservicing field, H2O plans to outsource much of the production work, to be determined ona client-by-client basis, to substantial production houses with which H2O executives havepreviously worked and with whom there is a strong working relationship. H2O maintainsrelationships with many of the website production companies recently rated as the top 50Interactive Ad Agencies in the country by Ad Week. These companies offer the highestquality production services in the industry and are responsible for many of the mostsophisticated websites on the Internet today.


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H2O intends to negotiate for modest advances to be paid by the client on commencementof its services, with additional payments to be recouped on launch. In certain instances,H2O will provide all production services at no up-front cost to the client. In exchange,

H2O will recoup its cost of production, including the cost contributed by its productioncompany partners, from the first monthly revenues received which would otherwise initiallybe payable to the client. In all cases, H2O will be entitled to receive a share ofdownstream revenues (monthly membership fees, e-commerce revenues and advertisingrevenues) in amounts to be negotiated in each instance. This model allows a potentialclient to sign on with minimal or no financial risk until the service is operative. If thenetwork is successful, they will be able to take full advantage of its success.

The Company already has commitments to provide full pre-production and productionservices in exchange for a share of the back-end revenue streams created by the affinityISP networks it builds. This enables H2O to offer an unparalleled opportunity to its clientswith no up-front expenses to the client. Additionally, H2O is relieved of production-related

staffing issues it would have to face if the company provided in-house production services.

In some cases, the Company may elect to pay for outside production services in order tomeet tight schedules and client requests. Based on the experience of the Companyspersonnel it is believed that having the ability to pay for essential production services maybecome critical to meet such deadlines. Therefore, the Company has budgeted $2 millionfor such eventualities.

ISP Services:

National ISP services will be provided by one of a number of interested companies withwhich H2O is in negotiations. These companies offer programs that provide dial-up

access, email services, hosting facilities, a customer service support call-in center, billingand CD duplication services. The ISP company will remain "invisible" to the user andallow H2O to create numerous "Virtual ISPs".

H2O has negotiated substantial discounts on these services that improve incrementallywith the total number of subscribers that H2O provides the national ISP company throughall of its affinity ISP networks. This enables H2O to leverage its total membership baseand pay for all ISP related services at a bulk rate. The ISP companies are paid persubscriber on a monthly basis, and this payment encompasses most, if not all, of theservices they will be providing.

This relationship also alleviates the need for H2O to invest heavily in expensive

equipment or be committed to any particular technology. If the technological trend forInternet access should shift from ISPs to cable, phone or satellite companies, H2O will beable to leverage its total membership base to further guarantee its clients the ability toprofit from their subscribership.


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Marketing Services:

H2O offers its clients expertise in advertising, marketing and branding to help launch

affinity ISP networks. Through a staff of consultants, the company will assist withmarketing efforts. This will be an integral part of the service the company provides fromdesign through delivery. The company currently works with two former VPs of Marketingfrom American Express and the former Worldwide Creative Director from Young andRubicam.

Product and Service Partnerships

The company is continually securing strategic alliances and forming partnerships. H2Osunique business model enables it to offer virtually every product and service currentlyavailable on the Internet to its clients to include within each ISP network. Some of those

partners include:

Barnes and Noble .comBarnes and Noble will provide customized bookstores within each network. Barnes andNoble will work with H2Os clients to customize their inventory and will provide fulfillmentservices.

24/7 Media24/7 will provide ad banner sales services for H2Os clients at the clients request.

iSyndicateiSyndicate will provide specialized and customized content that covers general needs like

weather, stocks and sports to specific niche requests like automotive, cooking etc.

Cyber BillsCyber Bills is one company that can provide on line bill payment services for clients.

Other partnerships will be made with search engine companies, specialized commercecompanies, specialized content providers, online shopping malls, third party fulfillmenthouses, hardware manufactures and numerous websites that offer products of interest toH2Os clients.


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Financial Information

RevenueH2O Networks will share in the revenue streams from monthly subscription fees, e-commerce and advertising. H2O's revenue will be derived in various ways with each dealfavoring one particular revenue stream or another based on the needs of the individualclient.

Clients

In Year One, the Company plans to make an average of four client pitches per month.Clients will be segmented into three Tiers: Tier One clients are smaller, non-profits, TierTwo clients are medium-sized businesses and Tier Three clients are larger corporations.Each Tier is assigned a success rate; i.e. one out of three Tier One pitches will sign on asa new client, one out of four Tier Two pitches will sign on, and one out of five Tier Threepitches will lead to a new client. In Years Two and Three, the number of monthly pitcheswill increase to five and six, respectively. Each new network will be launched

approximately 60-90 days after client signing. The model currently assumes 90 days toproduce and launch each network.

Each network assumes a base number of monthly subscribers. For Tier One networks,this ranges from 2,000 to 2,500; for Tier Two networks the range is between 3,000 to4,000; for Tier Three between 5,000 to 6,000. Monthly growth rates will vary depending onthe type of network.

Monthly Membership Fees

Membership fees will range (from $12.25 to $15.95), depending on client and tier.Currently, the cost of providing ISP services ranges from $11.45 to $14.50 per user,

decreasing as volume increases. Most affinity ISPs will offer their service for $19.95,which will leave between $5.45 and $8.50 per user per month as the net revenue to bedivided between the affinity client and H2O. These net revenues will be divided betweenthe affinity ISP client and H2O on a negotiated basis.

The actual cost for ISP services to H2O will be based on the total user base and may bemuch lower than what is indicated. However, since the market is uncertain and the priceoffered to consumers may decrease membership revenues, the spread between whatH2O pays and what it receives may remain relatively the same. A conservative


"Profits are directly proportional to the number of customers amassed. Thesefactors create a favorable environment for the rise of Internet service distributors(ISDs), which Jupiter defines as entities that will try and build a more bindingrelationship with their customers by offering them private-label or co-brandedInternet access. ISDs will bring customers to struggling ISPs, which in turn will beable to execute on economies of scale and scope to achieve greater levels of

profitability."

Jupiter Communications, March 1999

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assumption maintains the same margin or $0.80 - $1.45 throughout the three-yearforecast period.

Advertising Revenues

H2O will share in advertising banner revenue with its clients and plans on retaining anaverage 25% of all advertising revenues from each affinity ISP network. If an affinity ISPcompany has a strong Internet presence existing prior to the relationship with H2O via itsown website, this royalty will be calculated based on the spike in advertising or theincrease over the average monthly revenues for the prior 3 to 12 month period.

E-commerce & Affiliate commerce revenues

The Company will also split commerce revenues with its clients. The Company intends onretaining at least 10% of the net profits from e-commerce and affiliate marketing

transactions. The Company may be able to retain as much as 75% of these profits ininstances where the company is managing all of the e-commerce offerings for the client.The model assumes 20% for net e-commerce revenues and 25% of net affiliate revenuesthroughout the forecast period.

Currently, AOL receives approximately 85% of its revenue from monthly membership feesand all other revenues equal approximately 15% of its total revenue. Advertising and e-commerce revenues are included in "all other revenues." E-commerce and advertisingare the fastest growing revenue sources in online business.

Production Revenues

The model assumes that one month after client signing, the Company will be advanced aportion of the network production costs. In Year One, the range by tier ranges from$50,000 to $90,000. In Years Two and Three, the advance is reduced by half. In somecases, there will be no advance and in others all of the costs will be advanced up front.The financial model assumes an on the average amount.

Licensing Fees

The company may charge ongoing monthly licensing fees for use of some of itsapplications when a client is managing their own ISP relationship. These fees may rangefrom $0.15 to $1.00 per user per month. Applications included in the licensing fee arecustomized registration software, a customized browser, instant messaging, buddy lists,

chat rooms and other community-based applications. The model currently assumes asmall monthly fee of $0.05 per subscriber as a way of basing an average revenueexpectation.


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Other general expenses:General staff expenses include benefits, computer software, equipment rentals, onlineservices, etc. and is calculated on a fixed staff basis. Other miscellaneous client expenses

include messenger services and printing.

Current Status of Company

H2O Networks is a Delaware Limited Liability Company. It has completed its first round offund raising, having obtained $500,000 from Michael Becker (see section on Team,below). The Company commenced operations on June 1, 1999, and is currently innegotiations with several prospective clients.

Operating Expenses and Use of Proceeds

Start-up expenses for H2O Networks are relatively low compared to other technologycompanies due to the partnerships the company has established and because at theoutset only a small internal staff will be needed. This allows the company to operatewithout investing heavily in high-tech equipment or a large production staff.

Included in H2Os Financial Workbook is a budget for the first three years of operation,based on the volume of business assumed in the financial projections. To date, theCompany has raised an initial round of $500,000 designed to provide seed money tocommence company operations and secure initial clients.

Currently, the Company is seeking $3 million for the purpose of commencing full-time

company operations and commencing production operations. It is anticipated that the $3million will carry the company through eighteen (18) months if limited income were to beearned during that period.

Projections and Expenses:The company has prepared thirty-six month pro forma projections based on the notes andassumptions which accompany those projections. They are contained in the FinancialWorkbook and are available upon request.

Exit Strategy:In the event H2Os revenues and earnings approximate or exceed the projections, it willbe a publicly known company with a high gross revenue stream that shows a sizeable

profit. In 2 to 3 years, it will be a strong candidate for either a purchase or an IPO (InitialPublic Offering).


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Pro Forma Income Statement Summary

H2O Networks

Pro Forma IncomeStatement10/28/99 15:13

Year Year Year

SUMMARY: One Two Three% change % change

Revenue:-Membership 2,562,721 22,988,190 797% 87,313,755 280%

-Advertising 315,368 3,962,012 1156% 16,674,923 321%

-E-commerce 175,205 2,971,509 1596% 15,159,021 410%

-Affiliate

commerce

219,006 2,641,341 1106% 12,632,517 378%

-Production 680,000 500,000 -26% 635,000 27%

-Licensing 8,760 316,961 3518% 1,212,722 283%

Total GrossRevenue

3,961,060 33,380,013 743% 133,627,938 300%

Expenses:-ISP 2,379,274 21,329,391 -89% 81,034,044 -74%

-H2O Overhead 1,152,261 2,245,286 -49% 4,238,792 -47%

-NetworkProduction

1,500,000 1,600,000 -6% 1,900,000 -16%

-Partner Profit Sharing 106,437 1,436,229 -93% 6,669,969 -78%

-Finder's Fee 54,923 726,926 -92% 2,950,965 -75%

Total Expenses 5,192,895 27,337,833 -81% 96,793,771 -72%

Operating Income/(Loss) (1,231,835) 6,042,180 391% 36,834,167 510%-margin -31% 18% 28%

Income Taxes 99,137 2,416,872 -96% 14,733,667 -84%

Net Income/(Loss)

(1,330,972) 3,625,308 172% 22,100,500 510%

-margin -34% 11% 17%

Total Clients 12 28 47

Total Networks 8 24 42Total Subscribers 175,205 1,760,009 7,823,618


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The Team

Company Personnel

Lance Hollander Founder/COOLance Hollander is the former Director of Operations at US Interactive. In November of98, he accepted the London International Advertising Award for the top interactivewebsite production house on US Interactives behalf. Lance is responsible for producingsome of the largest websites on the Internet today. Martha Stewart, AT&T, Toshiba,Comedy Central, Royal Caribbean, and The American Stock Exchange are just some ofthe many projects he has helmed.

Lance built US Interactives production department and developed a production processthat is now integrated in its five locations. He was responsible for managing bandwidthand supervising the production of all New York based projects. He has served as thedirect supervisor to the company's producers and indirectly supervised the entireproduction staff both in-house and for all outsourcing. He has been essential in newbusiness brainstorming sessions contributing strategy, branding, creative, technology,architecture, and navigation and has been the primary source for timelines and budgets.He also attended new business presentations to introduce production process andcommunication methods for a quality product. He continually served as the primarysource for estimating new jobs, approving estimates for existing clients, overall realitycheck and sounding board.

Previous to US Interactive, Lance served for two years as a Producer then Sr. Producerfor Modem Media, one of, if not the most, recognized website production companies in theworld. He was responsible for Modem Media's largest client: the Business MarketingDivision of AT&T which is comprised of five subdivisions. It generated over Five MillionDollars ($5,000,000) in gross production revenue for Modem Media in 1996. He ledprojects from initial conceptual development through launch. He managed internal andexternal teams of art directors, copywriters, account executives and production staff. Hehad direct oversight of scheduling, estimating and technical direction for over 15,000pages of content. He has evaluated outside production houses, composed RFPs,awarded contracts, and was responsible for the completion of all projects.

Lance is responsible for production operations of H2O Networks. He offers considerableonline expertise in every area of production, hosting and marketing. Lance holds aBachelor of Science Degree (BS) in Advertising from Emerson College in Boston, MA.

Dean Hollander Founder/CEODean is an entrepreneurial producer. He has helmed numerous large creative teams,negotiated extensive contracts and launched wide scale entertainment projects. Over thepast two years, Dean has secured and negotiated rights to a library of published comicbook properties with franchise potential. He then partnered with A-list writers andproducers in Hollywood to develop these properties into television series and major


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motion pictures. He conceived and developed strategies to launch said properties in allforms of media, interested major agents and studios to sign on and realize the projects.

His most recent credits include Co-Executive Producer on MGM's upcoming televisionseries "Alien Legion" written by Bob Gale ("Back to the Future I, II, III," "1941") and to bedirected by John Landis ("Weird Science," "Dream On," "Sliders," "Twighlight Zone - themovie"). Other projects include a major motion picture based on the comic book "Scout"to which Jon Carpenter ("Christine," "Halloween II," "Vampires") has recently signed on todirect and Jon Davis ("Predator," "The Firm," "Grumpy Old Men," "Waterworld," "Dr.Doolittle") will Executive Produce. He has also developed and secured financing forindependent film projects and recently sold a new television series to Warner Brothersbased on the comic book "The Everyman. The Creative Artists Agency currentlyrepresents him as a Producer.

Among other awards, he has won a 1994 Student Academy Award for Best Drama, an

Eastman Kodak Company New Filmmakers Product Grant, was a Finalist in the 1995Chesterfield Writing Program (a National Screenwriting Competition) and has receivednumerous independent film festival awards throughout the country. Dean served on thefaculty of Emerson College's (based in Boston) Los Angeles campus where he taught"Mass Communications," "The Business of Independent Film," and "A Producer'sWorkshop." Considered an expert in mass communications, he created uniquecurriculums to teach students sophisticated communications techniques than can beutilized in all mass mediums.

At H2O Dean utilizes his entertainment content experience and creative skills to conceiveand launch customized affinity ISP networks. He holds a Master of Fine Arts Degree(MFA) in Writing and Directing from the American Film Institute in Los Angeles and a

Bachelor of Fine Arts Degree (BFA) from Tufts University in Medford, MA.

Jon Dartley Business Development and StrategyJon Dartley is a management consultant with a background in law and psychology. Overthe past five years Jon has gained experience both through his work as a consultant tosenior management in a variety of industries as well as through his research pursuits inconjunction with Columbia University. He works in the areas of strategy development andimplementation, merger integration, operations/process consulting and changemanagement. Recent clients that Jon has worked with include a leading internationalchemicals conglomerate, where Jon was responsible for mapping out both long and short-term strategies for attaining business growth and competitive advantage. Jon has helpedplan, design, and will soon be implementing a merger integration development program

that will be used by a leading bank in its merger. Jon is also one of the lead consultantsfor a major, ongoing project at a top Wall Street law firm. Jon is currently completing hisPh.D. in counseling psychology from Columbia University. He has a masters degree inorganizational psychology, also from Columbia University. He received his law degreefrom Rutgers School of Law and is licensed to practice in NY and NJ. Jon holds a facultyappointment at Columbia University, where he is an Adjunct Professor.


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Affiliated Personnel

Robert O. Kaplan - Business AdvisorMr. Kaplan has been an attorney for over 30 years, specializing in the entertainment field.At his prior firms of Kaplan, Livingston, Goodwin, Berkowitz and Selvin and also at Stein,Kahan and Kaplan he represented studios, television and film producers, productioncompanies, directors, writers, actors, talent agencies and recording artists. He was alsohead of Business Affairs for Warner Bros. in London, overseeing all foreign productionactivities.

Today he continues to represent clients in the entertainment field and has also become aspecialist in independent feature film financing, through a variety of investment capitalmodels as well as through banking sources.

He was the associate producer of "Papillon," starring Steve McQueen and Dustin Hoffmanand has produced or executive produced several films of his own, including the successful"Krush Groove" for Warner Brothers and "Night of the Comet" for Atlantic Releasing. Hehas acted as production counsel for numerous films, most recently "The Runner," starringRon Eldard, Courtney Cox, John Goodman and Joe Mantegna, and the upcoming"Pinocchio" sequel to star Martin Landau.

Bob has been instrumental in organizing all of H2Os legal matters including negotiationsfor the initial financing, creating agreements for partners and consultants, providingpotential clients and advising on all aspects of fundraising, business and legal affairs. Hecontinues to serve as the companys general counsel and works with the company on a

day to day basis assisting in all relevant matters.

Mike Becker"Marketing and BrandingMike spent 27 years at Young & Rubicam Advertising and WCJ eventually becomingChief Creative Officer Worldwide. During his years at Y&R companies Mike created theaward winning 22 year television campaign "Im stuck on Band-Aid cause Band-Aidsstuck on me". He created and supervised 1/3 of all Y&Rs creative accounts during thelate 70s, early 80s including work for Jell-O Pudding with Bill Cosby, Dr Pepper, KFC,General Foods, Puerto Rico, Union Carbide, US Army, Postal Service and others. ThenMike spent a little over 11 years at Y&Rs direct marketing arm Wunderman workingdirectly much of the time with Lester Wunderman as worldwide creative director onAmerican Express, AT&T, and others. Mike spent his last four years at Y&R touring more

than 35 countries giving talks on the Internet.

Mike officially incorporated in New Jersey and began beckercommunications onSeptember 15, 1998. beckercommunications clients include Bill Bradley, Priceline.com,Zowie Intertainment (a high tech Silicon Valley Toy Company financed by a Paul Allenowned company) among other companies. He has also invested in several new Internetcompanies including H2O.


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Mike will be available as a consultant to all of H2Os clients. His expertise in branding andmarketing will be used to assist H2Os clients in marketing their ISP service offering. Mikehas also been instrumental in helping to form the company and has assisted H2O in

creating an effective corporate identity and message. He continues to be actively involvedwith the company, and among other things, works to help secure new clients.

Peter Hess Direct MarketingPeter has 20 years of wide ranging experience in utilizing direct marketing to drive growthof new customers, to capitalize on cross-sell opportunities with existing customerfranchises and to increase customer retention. He has worked extensively in the financialservices arena and also in telecommunications, pay television and healthcare.

Prior to starting his own direct marketing consulting firm, Peter held the position ofExecutive Vice President, Account Services at Rapp Collins Worldwide and, before that,Senior Vice President, Account Services, Draft Worldwide, both major direct marketing

agencies. He developed and launched numerous customer acquisition and retentionprograms for such clients as Western Union, Bell Atlantic, HBO, PaineWebber, BeneficialManagement, and Ortho-McNeil Pharmaceutical. Previously, he served as Vice Presidentof Marketing for American Express Cardmember Insurance Services Division, an $80million insurance business sold through direct channels. Earlier, Peter was Director ofMarketing at COVIDEA, an early provider of online banking subscription services andManager of Subscriber Acquisition at Home Box Office, where he launched HBOs firstdirect marketing programs. Peter holds a BA in American Studies from the University ofNorth Carolina at Chapel Hill and a MA in International Business from ColumbiaUniversitys School of International and Public Affairs.

Peter will be available to clients as a consultant. His expertise in direct marketing will

provide clients with expertise in marketing their ISP offering directly to their subscribers.

Jim Erlick - Affinity MarketingJim Erlick is a seasoned marketing executive with over 14 years corporate experience innew product and service development in the financial services, packaged goods andbeverage alcohol industries at American Express, General Foods and The Seagram WineCompany. In 1993, he began focusing his consultancy efforts conceiving and executingcorporate strategic sponsorships and promotions on a national, regional and local basiswith distinctive entertainment properties in the fields of theatre, music, film and venues.These "partnership" programs include event marketing, sales promotion, direct marketingand database management elements. Some of his clients include American Express,Andrew Lloyd Webber's Broadway Shows, Conde Nast, First USA, HBO, MovieFone,

Reader's Digest Condensed Books, Theaterworks USA, Total Sports, Transmedia ServiceCompany, Tony Awards and Warner Theatre among others. Previous to AmericanExpress he served as VP-Marketing at Seagram Wine Company and began his career atGeneral Foods. He is a graduate of Duke University (BA-1977) and holds a MBA from theUniversity of Chicago (MBA-1979).

Jim has introduced H2O to over 30 potential clients. He continues to work with thecompany on a daily basis providing introductions and marketing advice. In the future, Jim


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will be incorporating his cross-promotional experience to assist in providing clients withnumerous promotional and marketing opportunities.

Joanna Tan Financial ConsultantJoanna Tan is currently the Director of New Media Financial Planning and Analysis atChildrens Television Workshop. Prior to CTW, she worked in Hong Kong for J.P. Morganin various capacities covering the Asian telecommunications and media industries. Herexperience includes lead credit research analyst, mergers & acquisitions and projectfinance. Prior to J.P. Morgan, Joanna was a writer for Corporate Finance Magazine and afinancial analyst for C.J. Lawrence, Morgan, Grenfell, Inc. Joanna holds a MBA fromColumbia Universitys Business School in Finance and International Business, a MIA(Masters of International Affairs) in East Asian Studies from Columbias School ofInternational and Public Affairs and a BA in Government from Cornell University.

Joanna has created the companys financial model and will continue to work with H2O in a

greater capacity as necessary.

Rick Keating Public Relations and MarketingRick Keating is President and CEO of Keating Communications. Founded over 30 yearsago, Keating Communications specializes in the development and implementation ofstrategic marketing communications and public relations programs for domestic andinternational clients. Clients range from small private firms to financial exchanges onWall Street to Internet technology companies. This diversity enriches Keating's industryexperience, allowing them to evolve into the premier strategy counselor and publicrelations firm for the travel, tourism, hospitality, technology, financial and Internet-basedindustries.

Rick has implemented and manages a PR strategy for H2O and has also helped to definethe companys overall marketing message.

Additional Consultants

Michael Chaney - Internet Marketing ConsultantCurrently Executive Vice President of Digital Marketing at US Interactive. Michael, afounding partner of US Interactive, directly manages the companys major accounts,providing both strategic marketing skills and operational oversight. In addition to hisAccount Management responsibilities, Michael also advises a number of investmentbanks and venture capitalists regarding potential equity positions in rapidly growing

Internet companies.

Joseph R. Salvati Interactive Production ManagementJoe is a leading expert in both theory and practice on Interactive Production and ProjectManagement. Currently he holds the position of Executive Producer of Modem Media.Poppe Tysons West Coast office. Joe has held this position for the last year and a half.In this time he has built websites, CD-ROM and on-line advertising concepts for clientswho include: Intel, Sony, E*Trade, Women.com. Joes experience and uniquecombination of creative vision and strategic leadership have made him a highly sought


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after commentator in Project Management forums. His thoughts have appeared in WiredMagazine, Netscape Developers Edge, NBCs Todays Show and various creative round-table discussions. His work has garnered many industry awards including: Best of New

York Addy Award, AAAAs Casie Award (3), NAB Mar.com Awards (2), One Show BronzePencil, AdWeek IQ's Interactive Marketing Awards -- Best Online Campaign.

Bronson Smith - Creative ConsultantBronson is currently the Executive Creative Director of US Interactive, New York. During1998, Bronson's work on behalf of clients has garnered numerous industry awards,including a Gold Lion at the Cannes International Advertising Festival and the Best ofShow at the London International Advertising Awards. He is a member of the ArtDirector's Club of New York, The Chumly Society, and the Advertising Club of New York,and received the President's Award from the Ad Club in 1996. Smith has been active asa judge for several interactive awards competitions, including The One Show InteractiveAwards, The British Design & Art Direction Awards, The Andy Awards and the London

International Advertising Awards. At Young & Rubicam/Paris he created campaigns andpromotional material for American Express, Kodak, Smirnoff Vodka and VirginMegastores.

Dave Wright - Interface Architecture Design ConsultantDave is the Senior Art Director at US Interactive, Los Angeles. His responsibilities includeweb planning for large e-Commerce ventures, detailed information architecture, userinterface, visual design, branding and corporate identity. He has led large teams in thecreation of groundbreaking web sites that are attractive to look at, easy-to-use and fullyscalable. His clients include Microsoft, Intel, Canon, MTV, Dreamworks Pictures and K-Swiss.

h2o biz plan 11-9-99

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