Master Start-Up

Capitalization Table

Page 1

[Name of Company] Founders Stock 1st Seed Round 3rd Seed Round Part 1 3rd Seed Round Part 2 4th Seed Round Number of Shares

$ Valuation of Company $100,000 $5,000,000 $7,500,000 $7,500,000 $10,000,000 of

Per Share Valuation * $0.038

Completion Date 8/27/1999 9/15/1999 10/15/1999 if required if required Common Stock

Founders

Founder A 32.00% $32,000.00 28.00% $1,400,000 27.25% $2,044,000 25.76% $1,932,000 25.24% $2,524,480 842,105

Founder B 32.00% $32,000.00 28.00% $1,400,000 27.25% $2,044,000 25.76% $1,932,000 25.24% $2,524,480 842,105

Founder C 10.67% $10,666.67 9.34% $467,000 9.09% $681,820 8.59% $644,460 8.42% $842,094 280,702

10.67% $10,666.67 9.34% $467,000 280,702

5.33% $5,333.33 4.66% $233,000 140,351

5.33% $5,333.33 4.66% $233,000 140,351

1.00% $1,000.00 0.875% $43,750 0.85% $63,875 0.81% $60,375 0.79% $78,890 26,316

1.00% $1,000.00 0.875% $43,750 26,316

1.00% $1,000.00 0.875% $43,750 26,316

1.00% $1,000.00 0.875% $43,750 26,316

Founders Total ###### $100,000.00 87.50% $4,375,000 2,631,579

1st Seed Round - $5 million valuation

1st Seed Round Investor A 3.00% $150,000 2.92% $219,000 2.76% $207,000 2.70% $270,480 90,226

1st Seed Round Investor B 2.00% $100,000 60,150

1st Seed Round Investor C 2.00% $100,000 60,150

2.00% $100,000 1.95% $146,000 1.84% $138,000 1.80% $180,320 60,150

1.00% $50,000 0.97% $73,000 0.92% $69,000 0.90% $90,160 30,075

0.50% $25,000 15,038

2.00% $100,000 1.95% $146,000 1.84% $138,000 1.80% $180,320 60,150

First Round Investors Total 12.50% $625,000 375,940

Founders & First Round Investors Total 100.00% $5,000,000 3,007,519

3rd Seed Round Part 1Seed 5 1.33% $100,000 1.33% $100,000 1.31% $130,667 41,920

Seed 6 1.33% $100,000 1.33% $100,000 1.31% $130,667 41,920

3rd Seed Round Part 2

2.00% $150,000 1.96% $196,000 41,920

1.33% $100,000 1.31% $130,667 41,920

0.67% $50,000 0.65% $65,333 41,920

1.33% $100,000 1.31% $130,667 41,920

4th Seed Round

Seed 5 1.00% $100,000 32,000

Seed 6 1.00% $100,000 32,000

Monies Raised per Round $100,000 300.00% $625,000 74.90% $200,000 76.28% $400,000 76.75% $200,000 Total: 9,338,076

Shares reserved for future issuance * 1,799,680

Total % of Company Sold 215.13% 10.45% 15.36% 17.05%

Cumulative Monies Raised $100,000 #REF! #REF! #REF! #REF!

4570v2/DC

* Approximate number of shares for option pool, warrant exercise, new issuances, all based on 5,000,000 total authorized shares

25879vl/RE

jyv01!.xls