3        General & Administration
15        Development and 2^nd Line Operations (1^st line operations outsourced)
2        Business Development
1        Intellectual Property

NetNumber launched its Global Internet Telephony Directory service in July 2000. The NetNumber financing plan and GITDä pricing structure call for free GITD registration through the end of 2001. Billing will begin for GITD service in January 2002.

D9 Full names and positions of Board, Officers and Management:

Board of Directors

Manny Fernandez Chairman Gartner Group.

John Davis Former CTO of AT&T and of Allied-Riser Communications.

John White Former CIO Compaq and Texas Instruments.

Roger Nelson Former Chairman Ernst & Young Consulting.

Joseph Farrelly CIO of Seagram & Co (recently acquired by Vivendi)

William Turner Co-founder Signature Capital.

Paul Finnigan President Emeritus, International Association For Enhanced Voice Services (VMA). Founder VMI. CEO of FinniganUSA.

Officers

Glenn Marschel CEO and President

Robert H. Walter CTO, Development & Operations

Douglas J. Ranalli Founder, Chief Strategy Officer

Managers

Steve Darrington VP Finance & Administration

David P. Peek Director, Technology Strategy

Rick Turmel Director, Quality Assurance & Test

Scott Weaver Manager, Graphical User Interfaces

Chuck Santos Manager, Software Development

Alan Beaulieu Manager, Database Systems

Entities owning five percent or more of registry operator.

Signature Capital, LLC (www.signaturecapital.com)

Glenn Marschel, CEO and President, NetNumber

Douglas Ranalli, Founder and Chief Strategy Officer, NetNumber

D10 Contacts regarding this proposal

Douglas Ranalli

Founder & Strategy Officer

NetNumber

Telephone: 1.978.454.4210 ext 22

Facsimile: 1.978.454.5044
Email: dranalli@netnumber.com

Contact for: General Application Inquiries

Robert H. Walter
CTO, VP Development and Operations

NetNumber

Telephone: 1.978.454.4210 x 24
Facsimile: 1.978.454.5044
Email: rwalter@netnumber.com
Contact for: Technical and operational questions

Steve Darrington

VP Finance & Administration

NetNumber

Telephone: 1.978.454.4210 ext 35

Facsimile: 1.978.454.5044

Email: sdarrington@netnumber.com

Contact for: Business plan and financial questions

D11 Subcontractors Identified

EMC Corporation
Internet Services Group (ISG)
117 South Street
Hopkington, MA 01748

Contact:
Brian Harnett
Senior Account Representative
617.618.3400
harnett_brian@emc.com

D13.1 BUSINESS CAPABILITIES

D13.1.1 Company Information

Corporate Structure: NetNumber.com, Inc. ("NetNumber™" or the "Company"), a Delaware corporation founded in August 1998 with headquarters located in Lowell, MA, USA is engaged in the business of providing global Internet directory services.

Capital Structure: NetNumber is a privately held venture capital backed corporation that has raised $9 million of equity financing and operates with the following high-level fully diluted ownership structure:

Founders 30%

Other Staff 18%

Venture Investors 42%

Strategic Alliances: NetNumber utilizes the services of several key outsourcing vendors to provide asset financing, asset hosting, Internet access/private peering, and 1^st line 24x7 operations support. The Company's key strategic relationships include:

EMC Corporation (Back office, DNS & LDAP master site)

- Asset financing, hosting and on-demand data storage services.

- 24 x 7 1^st line DBA and operations support staff.

- Initial assets originally deployed February 2000.

Exodus Communications (Back-up DNS & LDAP master site)

- Asset hosting and 24x7 1^st line operations support.

- Private peering with multiple Tier-1 Internet backbone providers.

- Initial assets being deployed November 2000.

Level3 Communications (End-point DNS access nodes)

- Asset hosting and private peering with multiple Tier-1 Internet. backbone providers.

- 24x7 on-site operations support staff.

- Initial assets being deployed December 2000.

WorldCom Communications (End-point DNS access nodes)

- Asset hosting and private peering with multiple Tier-1 Carriers

- 24x7 on-site operations staff

- Initial assets being deployed Q1 2001.

SUN Microsystems (Network assets)

- Development and production hardware

- Architecture consulting

- Member of the SUN Start-up Essentials Program.

LSI Logic (Network assets)

- Enterprise storage systems

- Architecture consulting

For industry references please see section 13.4.2 "References" later in this document.

D13.1.2 Current Business Operations

NetNumber currently provides two Internet directory services:

Global Internet-Telephony Directory (GITD™): The GITD is a combination DNS and LDAP directory service that translates telephone numbers into Internet addresses in support of all forms of Internet-Telephony applications. The GITD is the outgrowth of a three year technology development, intellectual property and standards body effort launched by the NetNumber team in early 1997.

The GITD utilizes a two-tier logical control model to translate a telephone number ("e164 number") into any number of associated Internet addresses – (IP-phone, fax, e-mail, voicemail, PDA, etc.) The top-tier of the GITD was designed to operate like a top-level domain (TLD) of the Internet Domain Name System (DNS). As such, the top-tier of the GITD is a DNS-service that translates an e164 telephone number into the location or address of an appropriate second-tier directory that contains authoritative Internet address information for a given number. Just two months after the launch of service, the GITD, currently deployed under the domain "e164.com", has already begun to gain significant momentum with key Internet-Telephony technology vendors and service providers. If the ".tel" application is approved by ICANN, the GITD will become the first application to leverage the ".tel" TLD and the existing top-tier of the GITD currently operating under the domain "e164.com" will be migrated to the ".tel" TLD.

Virtual Private LDAP Directory (VPD™): As a compliment to the GITD, NetNumber also provides a fully outsourced LDAP directory infrastructure that application vendors can utilize to share directory information across distributed applications. The VPD is a highly efficient mechanism for enterprise customers and service providers to gain access to a secure, high-performance LDAP infrastructure without having to build and deploy their own solution.

D13.1.3 Business History & Intellectual Property

The NetNumber team began working on Internet related directory service opportunities in early 1997 under a technology development and intellectual property effort launched by the team while working at Unifi Communications ("Unifi"). Unifi was an early entrant into the fax-over-IP marketplace that began offering international fax delivery services in 1992.

The directory services program at Unifi picked up momentum in mid-1997 when the team was asked to provide services in support of a joint industry initiative between the Voice Mail Association (VMA) www.ivma.ch and the Electronic Messaging Association (EMA) www.ema.org. The goal of the joint initiative was to demonstrate that voicemail messages could be sent over the Internet between disparate voicemail platforms using the VPIM protocol. The role of the directory service was to translate a telephone number into the Internet address information necessary to support the VPIM voice messaging protocol. VPIM (Voice Profile for Internet Mail) is an IETF standard for voice messaging on the Internet.

A key member of the NetNumber team, David Peek, was elected to the position of Chairman of the Technical Working Group (TWG) of the joint EMA/VMA initiative in December 1998. As Chairman of the TWG, David coordinate the efforts of seven industry participants including Lucent, Nortel, Comverse, Unisys, Glenayre, Alcatel and Tecnomen in completing a series of VPIM trials, the last of which was performed at the Telecom 99 event in Geneva.

These early industry support activities in 1997 and 1998 provided the NetNumber team with direct experience in delivering the Internet-Telephony directory services that represent the baseline application for the ".tel" TLD. This early work also provided the foundation for the filing of multiple directory related patents.

Intellectual Property : The NetNumber team has filed three comprehensive patent applications, the first of which, dated June 1998, incorporates the team's initial directory services work that began in early-1997. Outlined below is a brief summary of the three applications that make up the core of the NetNumber intellectual property position as it relates to the ".tel" TLD. In total the three patents include 156 claims covering process concepts, application specific concepts and implementation specific concepts relating to the use of a shared directory in Internet-Telephony services.

METHOD AND APPARATUS FOR CORRELATING A UNIQUE IDENTIFIER, SUCH AS A PSTN TELEPHONE NUMBER, TO AN INTERNET ADDRESS TO ENABLE COMMUNICATIONS OVER THE INTERNET.

This patent describes the use of a shared "Directory Service" (DS) as a mechanism for converting PSTN telephone numbers into the IP address information necessary to establish a communications link over the Internet between two unrelated communications platforms using standard telephone numbers for addressing. The patent outlines over 50 claims relating to the use of a shared directory in setting up real-time voice, voice messaging, remote printing, and unified-messaging applications over the Internet using standard telephone numbers for addressing. Specific attention is focused in this patent on the implementation concepts incorporated into the directory service provided by NetNumber including billing based on active usage rather than on registration, and on the assignment of multiple IP-device addresses to a single telephone number.

IDENTIFYING AND REPLYING TO A CALLER

This patent application deals with the use of a shared directory service to expand the role of the Internet in global voice messaging. The patent describes the use of a shared Internet directory in enabling end-users to "reply for free" to voicemail messages over an IP network using a shared directory to convert a return telephone number into a reply address for an Internet enabled voicemail, e-mail or unified-messaging system. The application includes over 50 claims covering various aspects of Internet voice messaging and directory services.

REMOTE PRINTING OF A DOCUMENT

This patent application deals with utilizing a shared Internet directory to convert a telephone number into the IP address of an network enabled printer as a mechanism for enabling a remote printing capability over the Internet.

D13.1.4 Database and Internet Related Experience

While at Unifi, the NetNumber team built a global, secure Internet backbone infrastructure for carrying International fax traffic for corporate customers located in the US, Japan, Hong Kong, China, South Korea, Taiwan, Singapore, Australia, the UK, France and Germany. Unifi employed 675 people located in 10 wholly owned or majority owned country units and the Unifi IP-Fax distribution network included 28 IP/PSTN gateway network nodes located in 16 countries.

Unifi experienced enormous revenue growth during the period 1992 – 1997 achieving a ranking of #20 on the INC 500 list of fastest growing private companies in the US in 1997. At its peak, Unifi was providing Fax-over-IP service on a 24x7 basis to 15,000 corporate customers located in nine countries, speaking seven different languages.

While at Unifi, the NetNumber team gained invaluable insight into the challenges of integrating the Internet and the PSTN at both the technical interface level and at the addressing and customer service level. Specific experiences gained by the team while at Unifi that will be relevant to the ".tel" TLD are as follows:

· Operational experience running a complex global database infrastructure supporting multiple applications in a multi-lingual, 24x7 mission critical environment.

· Customer support experience running a 24x7, global, multi-lingual customer support team providing services to 15,000 corporate clients.

The Global Internet-Telephony Directory and the ".tel" TLD application are a direct outgrowth of the technical and operational skills gained by the NetNumber team during the process of building the Unifi network and service.

Deregulation of international telecommunications brought an end to the underlying core business model for Unifi Communications 1998. As a result, the NetNumber team purchased a substantial base of intellectual property and underlying technology from Unifi and launched NetNumber as a stand-alone business with venture capital equity financing.

D13.1.5 Mission

"Turning telephone numbers into Internet Numbers"

NetNumber's mission is to provide secure, reliable, independent, network-based directory services to facilitate the smooth convergence of global communications services between the Public Switched Telephone Network (PSTN) and the emerging Internet-Telephony industry.

D13.1.6 Management

The executive team and Board of Directors of NetNumber includes individuals with direct experience in every aspect of the technology, operations, customer segments, and standards bodies, associated with the business of Internet directory services. Outlined below is background information on the executive team and Board of Directors at NetNumber:

Manuel À Fernandez - Director of the company

Mr. Fernandez (Manny) is presently Chairman of the GartnerGroup and a Managing Partner of SI Ventures. GartnerGroup (www.gartner.com) is the world's largest and most renowned IT research, advisory, measurement and consultative services company. Manny has been Chairman of the Board of GartnerGroup since April 1995, and director since January 1991. He also held the title of Chief Executive Officer for GartnerGroup from April 1991 to December 1998. In fiscal 1998, GartnerGroup revenues were approximately $650 million. Prior to GartnerGroup, Manny was President and CEO of Dataquest, Inc., a leading IT market research and consulting firm for suppliers of information technology and for the financial and investment communities.

Mr. Fernandez holds a bachelor's degree in electrical engineering from University of Florida, and completed post-graduate work in solid state engineering at University of Florida and in business administration at the Florida Institute of Technology.

John H. Davis - Director of the Company:

Mr. Davis (John) is presently Chief Technology Officer and a Director of Allied Riser Communications, Inc., Dallas, TX. Prior to joining Allied Riser Communications John held several key positions with Bell Labs and AT&T. At AT&T, John was the Chief Architect and Technology Officer for AT&T Local Services, responsible for strategic technical planning, implementation of the network and the operations infrastructure. While at AT&T, John also filled key roles for management of AT&T's technical resources including Group Technical Officer for Bell Labs and AT&T Communications Services. During the dawn of the cellular era in the early 1980's, John was responsible for the commercialization of AT&T's cellular product line, including the installation of the first ten commercial cellular systems in the United States. Prior to the cellular assignment, John conceived the architecture and managed the development of what became the No. 5 Electronic Switching System (5ESS), presently Lucent Technologies' flagship product line.

Mr. Davis received his BS from the Georgia Institute of Technology, a Masters degree from the Massachusetts Institute of Technology (MIT), and a Ph.D. from the University of Pennsylvania, all in the field of electrical engineering.

Roger R. Nelson - Director of the Company:

Mr. Nelson (Roger) recently retired as Deputy Chairman of Ernst & Young LLP. He was responsible for the E&Y Consulting Practice, the world's third largest management consulting practice, with $10.9 billion in revenues in fiscal 1998, offices in 31 countries, and more than 15,500 consultants around the world. Roger has over 30 years of experience managing Ernst & Young's consulting practice. Roger was a member of the Ernst & Young U.S. Management Committee, Chairman of the U.S. Consulting Services Executive Committee, Chairman of the U.S. Consulting Services Network, Chairman of the Ernst & Young Global Services Council, a member of the Ernst & Young International Executive Committee, as well as the International Council. His expertise lies in financial planning and control, information systems, performance measurement and general management projects for major multinationals.

Mr. Nelson is a graduate of Northern Illinois University with a B.S. Degree in Accounting.

John W. White - Non-executive Chairman:

Mr. White (John) recently retired as Vice President and Chief Information Officer for Compaq Computer Corporation. In this role, John served as a member of the executive management team for Compaq and managed Compaq's worldwide management information systems activities. Prior to Compaq, John had a 28-year career with Texas Instruments where he served in various management and technical roles, including 13 years as vice president and Chief Information Officer and 5 years as President of the Information Technology Group. At Texas Instruments he was responsible for the deployment of worldwide standardized management information systems, implementation of a global voice and data network, and for developing the Information Technology business, including the IEF CASE tool. John also spent 4 years with Electronic Data Systems developing the EDS on-line transaction processing system for the health care, life insurance, and banking industries. John is currently serving on the board, advisory board, and as an advisor for several companies including CITRIX Systems (board member), TIBCO Software (chairman of the advisory board), ECOM Worldwide (board member), MetaSolv Software (chairman of the board), Encentris (board member), and eTopware (chairman of the board).

Mr. White has a B.S. in mathematics and physics from Central Missouri State University and a M.S. in mathematics from the University of Kansas.

Paul Finnigan - Director and industry consultant to the Company:

Mr. Finnigan is CEO of FINNIGAN USA (FUSA), a voice messaging consulting firm. FUSA clients include major network providers, technology vendors and companies worldwide. Paul was the Founder (1980) and former Chairman of Voicemail International (VMI), a pioneer of the voice services industry. VMI introduced the first voice mail and interactive voice response services in the U.S., Europe and the Pacific Rim (1980 - 1985). VMI customers included telephone companies, airlines, movie and television producers, financial institutions, medical information services and many others. Paul is the President Emeritus of the International Association for Enhanced Voice Services (VMA) and is recognized worldwide as a visionary and innovator of voice products and services.

Joseph Farrelly - Director of the Company:

Mr. Farrelly (Joe) is presently Senior Vice President and Chief Information Officer (CIO) of Joseph E. Seagram & Sons, Inc., a $20+ billion entertainment and liquor manufacturer and marketer. From 1992 to 1998, Joe was Executive Vice President and Chief Information Officer of Nabisco, an $8.4 billion food manufacturer. From 1988 to 1992, he was Corporate Vice President of Information Systems Development for Automatic Data Processing (ADP), a $2.5 billion computer services company. Between 1980 and 1988, he was Vice President of Research and Development at Applied Data Research (ADR), a software company, where he directed the development and support services of ADR's mainframe and personal computer software products. Joe is currently a member of the Research Board in New York City (a leading information technology analysis company) and participates in Gartner Group's Information Technology Executive Program.

Mr. Farrelly has a B.A. in Mathematics from Providence College, and an M.B.A. from the University of Connecticut.

William J. Turner - Director of the Company:

Mr. Turner (Bill) is manager and co-founder of Signature Capital, a venture capital firm, which raised $9 million of equity for NetNumber™ in early 2000. From 1983 to 1989, Bill served in multiple capacities, including President and COO of Automatic Data Processing ("ADP"), a computer services firm with over $2 billion in revenues at the time. In 1989, Bill formed Turner and Partners, a management services firm, and had multiple leveraged buyout firms as clients, including Forstmann Little, where he had responsibility as Executive Chairman and/or CEO for over 30 separate business units with combined sales of over $3 billion. From 1979 to 1983 Bill was employed at the Texas Instruments Consumer Products Division where he held several senior positions including V.P. of Sales and Marketing as well as President. He has served on the Board of Directors of the Federal Home Loan Mortgage Corporation (Freddie Mac-NYSE) since 1990 and since 1996 on the board of Faroudja, Inc. (FDJA-NASDAQ). He also serves on the Boards of several private venture capital stage companies including Hand Technologies, Inc., McCabe & Associates, Inc., Acoustic Technologies, Inc., VIRxSYS, Inc., and Additech, Inc.

Mr. Turner has a Business Administration Degree in mathematics from the University of Maine and a Master of Business Administration Degree from Northeastern University.

Glenn Marschel – CEO and Board Member:

Glenn brings both world-class management skills to the NetNumber team as well as specific experience in the global communications space. Prior to joining NetNumber as CEO, Mr. Marschel (Glenn) was Chief Executive Officer, President, and Co-Chairman of Faroudja, Inc. (FDJA-NASDAQ), a public video processing technology company. Prior to Faroudja, Glenn was CEO of Paging Network Inc. (PageNet), a provider of wireless messaging services with 9 million subscribers. Prior to PageNet, Glenn served as Vice Chairman of First Financial Management Corporation, a leading worldwide provider of credit card transaction processing, healthcare claims processing and document management/imaging services with revenues exceeding $3.0 billion. He began his business career at CSI Computer Systems in 1970, and joined Automated Data Processing (ADP) in 1972, a $5 billion company in the information processing industry. Mr. Marschel was employed by ADP from 1972 to 1994, and served as President of several of ADP's largest businesses, including the Automotive and Employer Services divisions, after holding other senior positions in sales, client services, strategy, and marketing.

Mr. Marschel received a BS degree from the University of Missouri, and attended the Stanford University Executive Development Program. He serves on the board of SABRE Holdings, Inc., Travelocity and Additech, Inc.

Douglas J. Ranalli, Founder, Chief Strategy Officer and Board Member:

NetNumber.com is Mr. Ranalli's (Doug's) third start-up business. Doug is a seasoned leader and entrepreneur who started his first business as an undergraduate student while earning an Engineering degree at Cornell University. This first business was a magazine for college students called "Student Life" that grew to a controlled circulation of 1.2 million copies reaching a total audience of over 4 million college students before being sold to Time, Inc. in 1987. After selling Student Life, Doug enrolled in the Harvard MBA program where he researched eight different business ideas before starting his second business, Fax International (later named Unifi Communications), in the spring of 1991. Fax International/Unifi was an international IP-Fax business that hit #20 on the INC 500 list of fastest growing private companies in the US in 1997 before deregulation of international telecommunications brought an end to the company's underlying business model. Doug is the subject of multiple case studies developed by the Harvard Business School. The HBS case study "Fax International Japan" is currently being utilized by a variety of MBA programs around the world and is available through HBS Publishing.

Mr. Ranalli holds degrees in Industrial Engineering (BS) from Cornell University and an MBA from the Harvard Business School. Mr. Ranalli is also the holder of multiple communications related patents.

Bob Walter, age 37, CTO and Vice President, Development and Operations:

Prior to joining NetNumber™ in November 1999, Mr. Walter (Bob) was a consultant at Cisco Systems. Prior to consulting at Cisco, Bob was VP of Architecture and Technology at Unifi Communications. In this capacity, Bob was responsible for UNIFI's messaging services architecture and technology. Previously, he was the chief architect of UNIFI's Enterprise Network Interface (ENI); a reusable framework of Java/CORBA distributed services capturing the domain of reliable message delivery with support for rendering, real-time status and on-line customer registration. Prior to joining UNIFI in August of 1997, Bob was lead architect on Pratt & Whitney Aircraft's Virtual Jet Engine program, a large scale, object-oriented distributed system involving the simulation and optimization of multi-dimensional jet engine propulsion systems.

Mr. Walter holds degrees in Mechanical Engineering (BSME) from the University of Massachusetts Dartmouth, a Masters Degree in Computer Science (MCS - Software Engineering Option) from Florida Atlantic University and a Certificate of Graduate Studies in Software Engineering from Software Engineering Institute of Carnegie Mellon University.

Steve Darrington, age 26, VP Finance & Administration:

Steve has thirteen years of international finance experience including five years as corporate controller of the Economist Newspaper in London. For the last six years Steve has held senior finance positions in venture organizations, most recently UCT International, a biotechnology clinical trials company, which he sold on behalf of DLJ Phoenix Venture Partners in January 2000.

Steve attended Leicester and Manchester Business schools gaining Bachelors and Masters degrees in Business Administration. Steve is a Fellow of The Association of Chartered Certified Accountants.

Dave Peek, age 36, Director of Technology Strategy:

Mr. Peek (David) represents NetNumber™ on multiple Internet and Telecommunications standards bodies. David is currently representing NetNumber™ as a participant in the Electronic Messaging Association's VPIM initiative and as Chairman of the Voice Mail Association's (VMA) technical working group on directory services. Prior to joining NetNumber.com, David filled the same role at Unifi Communications. While at Unifi, David was invited to speak on multiple occasions at voice industry conferences held by both the EMA and by CTExpo. During the period 1993 - 1996 he was a development manager at Lernout & Hauspie Speech Products.

Mr. Peek holds degrees a BS degree in Computer Science with a minor in Business Administration from the University of Lowell.

Thomas Sosnowski Ph.D., Consultant, Intellectual Property:

Prior to joining NetNumber.com in a consulting capacity, Dr. Sosnowski (Tom) was Executive Director at Unifi Communications responsible for Research and Intellectual Property from 1994 - 1998. Prior to that time, Tom was the Vice President and Director of Engineering of Unifi. Tom was the creative force behind the design, development, and worldwide homologation of the FaxLink intelligent routing device. Tom began his career with Bell Laboratories where he was engaged in applied research in laser physics, optical wave-guide technology, and telecommunications terminal and switching systems. He then held management positions at GTE Laboratories and Eikonix before founding Sosnowski Associates in 1986.

Dr. Sosnowski holds a BS in Engineering Science from Pennsylvania State University, and a Ph.D. in Engineering from Case-Western Reserve University. He is a senior member of IEEE, the author of more than 20 technical publications and a holder of 10 patents.

D13.1.7 Staff/Employees

Current staff: The current staff of NetNumber includes 21 people, the majority of whom are dedicated to technology development and 2^nd line technical operations activities. In addition to the full time staff, NetNumber leverages a large base of contract staff through its key vendor relationships. NetNumber has chosen to embrace the emerging model of leveraging outsourced services to compliment a base of core full-time staff. Outsourced services and staff are being utilized by NetNumber in the following areas of activity:

- Asset hosting

- First line operations support

- Accounting

- Billing

- Legal & contractual

- Facilities management

See Section D15 "Technical Capabilities and Plan" for a discussion of end-to-end quality control mechanisms incorporated into the Registry plan. The current level of full-time staff and contract staff is consistent with the operational demands of the business at this time. However, the ".tel" Registry business plan calls for a steady addition of staff in 2001. Key areas of staff expansion will be as follows:

- Business development and marketing support

- Customer support

Expansion capabilities: NetNumber's headquarters facility is fully configured to support the addition of 16 new full-time staff with no incremental asset costs or operational costs. Additional expansion space is available on demand in the existing physical facility and in surrounding office buildings.

NetNumber is located in the Boston metropolitan area which is one of the world's predominant locations for the development of Internet-Telephony technology. Related companies operating in the immediate area include 3Com, PingTel, Cisco, CMGI, EMC, iBasis, iperia and Sonus networks. In addition, the NetNumber team has direct experience with, and access to, a pool of over 350 experienced technology development and customer service staff in the Boston area that worked at Unifi Communications.

Employee Training & Hiring Policies: NetNumber is an equal opportunity employer. Every employee owns stock or has stock options in the business and every employee goes through a training program run by the top management of the business. NetNumber intends to continue the policies of 100% stock participation and top-management lead training for the foreseeable future.

D13.1.8 General Liability Insurance

NetNumber has a current $2 million general liability policy with the Massachusetts Bay Insurance Company.

Massachusetts Bay Insurance Company

100 North Parkway

Worcester, MA 01605

NetNumber has engaged William Gallagher Associates, the leading high-technology insurance broker in the United States to complete a detailed insurance audit and RFP process. Additional insurance coverage tied to the creation of the ".tel" TLD will be incorporated into the audit and RFP.

William T. Frain, III

Vice President

William Gallagher Associates

200 State Street

Boston, MA 02109

617-261-6700

D13.2 REGISTRY BUSINESS PLAN

D13.2.1 Services to be Provided

".tel" TLD: NetNumber's primary service will be the operation of the ".tel" TLD as the Registry operator. Registry services will be provided to all accredited Registrars on a non-discriminatory basis. Services included under the ".tel" Registry umbrella are as follows:

Whois Services: NetNumber will provided a common Whois database service for all ".tel" Registrars as a built-in component of the Registry service.

Update Services: NetNumber will provide a shared Registry update system and associated "Registry Update Protocol" specification for use by all ".tel" Registrars. Update services will be included in the Registry fee structure.

Conflict Resolution Tool: NetNumber will provide a shared "Conflict Resolution Tool" (CRT) for use by all ".tel" Registrars as part of the Registry service. The CRT will provide a common mechanism for identifying and resolving registration conflicts between different Registrars. The CRT service will be provided as part of the Registry function.

Conflict Resolution Center: NetNumber will provide a staff of conflict resolution service personnel to assist Registrars in resolving conflicts that are not automatically resolved via the use of the CRT. CRC staff services will be billed on an hourly basis to the Registrars involved in the conflict as per the ".tel" Conflict Resolution Policy.

Initial Registrar Services: NetNumber will operate the first accredited Registrar service for the ".tel" TLD as a tool for advancing momentum for the ".tel" TLD. However, the Company's Registrar service is not expected to be an important aspect of the NetNumber business plan so no revenue projections are being made for Registrar services at this time. NetNumber's objective is to recruit Registrars on a global basis and place primary focus on providing Registry services.

D13.2.2 Revenue Model

The NetNumber revenue model for inclusion of entries in the ".tel" TLD is a flat fee of US$6.0 or Euro 7.0 per year.

Registrars will be billed one twelfth (1/12) of the yearly fee on a monthly basis for each entry in the Registry.

D13.2.3 Market

The market for the GITD is defined by any current e164 telephone number subscriber (individual, corporation or service provider) who wants to register a telephone number and associated Internet addresses on the Internet. Initial market experience with the GITD has shown that early adopters will be individuals and corporations investing in voice over IP technology.

Market projections call for more than 60 million IP-voice end points by the end of 2005.

Market size data references :

2001 2002 2003 2004 2005

Infotechtrends 1999 forecast

IP voice enterprise platform ports (000’s)* 3,700 10,800 23,300 37,308 54,862

3 Com forecast for IP PBX Port

sales of NBX100 product (000’s)A 2,000

Probe research industry projections 1999

IP voice end users (000’s) 3,700 10,800 23,300 39,300 66,024

* Years 2004 and 2005 extrapolated from previous years trends.

A : Internet week Jun 19, 2000 / Phillips group research) 3Com market leader in IP PBX sales.

D13.2.4. Marketing Plan

NetNumber has defined a multi-stage marketing plan for the ".tel" TLD that is designed to make ".tel" a piece of core infrastructure for the emerging Internet-Telephony industry:

Stage 1: Vendor Integration Agreements: The first step in tying the ".tel" TLD to the growth of the industry involves gaining agreement from technology vendors to integrate a global directory service based on the ".tel" TLD into their IP-communications products. NetNumber started discussions with multiple equipment vendors in the July timeframe and has already launched GITD integration work with several key vendors. For references regarding vendor integration activities please contact the following:

Tom Gentles

Service Provider Group

3Com Corporation

Thomas_Gentles@3com.com

Karim Faris

Level3 Communications

Karim.faris@level3.com

Stage 2: Industry Education: NetNumber is actively engaged in working with all of the key Internet-Telephony industry groups that will be affected by the ".tel" TLD. NetNumber is a member of the following organizations:

International Association for Enhanced Voice Services (VMA) www.ivma.ch

Telemessaging Industry Association (TMIA) www.tmia.org

Electronic Messaging Association (EMA) www.ema.org

Softswitch Consortium www.softswitch.org

Telemanagement Forum www.tmforum.org

Stage 3: Registrar Recruitment: The final stage of linking the ".tel" TLD to the growth of the Internet-Telephony industry is based on bringing a large number of Registrars into the process. The Registrar process fits perfectly into the role played by Internet-Telephony service providers. Examples of potential Registrars include CLEC's (Competitive Local Exchange Carriers), Communications ASP's (Application Service Providers) and Broadband Service Providers (DSL and Packet-Cable).

NetNumber has engaged in early discussions with potential Registrars from all of the customers segments outlined above. Detailed discussions will begin as soon as a decision is reached regarding the creation of the ".tel" TLD.

D13.2.5. Estimated demand for registry services for .tel.

NetNumber has created three demand scenarios as follows:

A. Slow “early adopter” penetration into closed business community user groups (90% confidence level).

B. Moderate penetration into wider corporate community. (50% confidence level).

C. Widespread uptake in corporate user base with initial penetration into domestic market. (10% confidence level).

The graph below illustrates the market projections for growth of IP-telephony end-points, (See Info-tech and Probe research trend lines below) and three market penetration scenarios for end-point registrations in the ".tel" Registry.

The table below outlines NetNumber's three market penetration scenarios:

2001 2002 2003 2004

Scenario A – 90% confidence 10% 12.5% 15% 17.5%

Scenario B – 50% confidence 12.5% 15% 20% 25%

Scenario C – 10% confidence 15% 17.5% 25% 35%

D13.2.6. Resources required to meet demand for .tel.

The resources required to meet demand for .tel are divided into two categories :

1. Staff

2. Hardware and technology based resources

Staff resources:

The following tables outline the planned staffing requirements under the 90%, 50% and 10% confidence plans.

The current NetNumber facility in Lowell, MA has capacity for 16 additional full-time staff with no increase in asset or housing costs. The pro forma plan makes allowances for the cost elements of additional office space when headcount grows beyond the current space.

Staffing requirements: 90% confidence scenario 2001 – 2004

NetNumber staffing plan	2001	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		3	4	4	4
Service delivery		3	4	4	4

Staff included in Operating Expenses
Research & Development		9	9	9	9
Selling and Business Development		5	6	6	6
Finance & Administration		3	3	3	3
Executive Management		2	2	3	3

Total Staff		25	28	29	29

NetNumber staffing plan	2002	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		4	4	4	5
Service delivery		4	4	4	6

Staff included in Operating Expenses
Research & Development		10	11	11	11
Selling and Business Development		7	7	7	8
Finance & Administration		4	4	4	4
Executive Management		3	3	3	3

Total Staff		32	33	33	37

NetNumber staffing plan	2003	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		5	5	6	6
Service delivery		6	7	8	9

Staff included in Operating Expenses
Research & Development		13	13	15	15
Selling and Business Development		8	8	8	8
Finance & Administration		4	5	6	6
Executive Management		3	3	3	3

Total Staff		39	41	46	47

NetNumber staffing plan	2004	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		7	7	8	8
Service delivery		12	14	16	18

Staff included in Operating Expenses
Research & Development		16	16	16	16
Selling and Business Development		8	9	9	9
Finance & Administration		6	7	7	8
Executive Management		3	3	3	4

Total Staff		52	56	59	63

Staffing requirements: 50% confidence scenario 2001 – 2004

NetNumber staffing plan	2001	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		3	4	4	4
Service delivery		3	4	4	4

Staff included in Operating Expenses
Research & Development		9	9	9	9
Selling and Business Development		5	6	6	6
Finance & Administration		3	3	3	3
Executive Management		2	2	3	3

Total Staff		25	28	29	29

NetNumber staffing plan	2002	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		4	4	4	5
Service delivery		4	4	4	6

Staff included in Operating Expenses
Research & Development		10	11	11	11
Selling and Business Development		7	7	7	8
Finance & Administration		4	4	4	4
Executive Management		3	3	3	3

Total Staff		32	33	33	37

NetNumber staffing plan	2003	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		5	6	6	7
Service delivery		7	8	9	10

Staff included in Operating Expenses
Research & Development		13	13	15	15
Selling and Business Development		8	8	9	9
Finance & Administration		5	6	7	8
Executive Management		3	3	3	3

Total Staff		41	44	49	52

NetNumber staffing plan	2004	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		8	9	10	11
Service delivery		12	14	18	20

Staff included in Operating Expenses
Research & Development		16	16	16	16
Selling and Business Development		9	10	11	12
Finance & Administration		8	9	10	10
Executive Management		4	4	5	5

Total Staff		57	62	70	74

Staffing requirements: 10% confidence scenario 2001 – 2004

NetNumber staffing plan	2001	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		3	4	4	4
Service delivery		3	4	4	4

Staff included in Operating Expenses
Research & Development		9	9	9	9
Selling and Business Development		5	6	6	6
Finance & Administration		3	3	3	3
Executive Management		2	2	3	3

Total Staff		25	28	29	29

NetNumber staffing plan	2002	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		4	4	4	5
Service delivery		4	4	5	8

Staff included in Operating Expenses
Research & Development		10	11	11	11
Selling and Business Development		7	7	8	8
Finance & Administration		4	4	5	5
Executive Management		3	3	3	3

Total Staff		32	33	36	40

NetNumber staffing plan	2003	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		6	6	7	8
Service delivery		8	9	10	12

Staff included in Operating Expenses
Research & Development		13	13	15	15
Selling and Business Development		8	8	9	10
Finance & Administration		5	6	8	8
Executive Management		3	3	4	4

Total Staff		43	45	53	57

NetNumber staffing plan	2004	Q1	Q2	Q3	Q4

Staff Included in Cost of Service
Operations		9	10	12	13
Service delivery		14	16	20	22

Staff included in Operating Expenses
Research & Development		16	16	16	16
Selling and Business Development		11	12	13	14
Finance & Administration		8	9	9	10
Executive Management		4	5	5	6

Total Staff		62	68	75	81

Hardware and technology based resources.

The following tables illustrate the two main component parts (and associated costs) of the ".tel" Registry – Master sites and Edge sites. The initial deployment of the ".tel" Registry represents the deployment of two Master sites and four Edge sites.

As of the date of this document, NetNumber has already deployed one fully redundant Master site and one fully redundant Edge site. In addition, assets for the deployment of the next Master site and the next two Edge sites have been purchased and are currently in pre-deployment testing in NetNumber's office. The full deployment of two complete Master sites and four Edge sites will be finished during Q4 2000 and Q1 2001.

The physical hardware component requirements and costs associated with the initial ".tel" Registry deployment is outlined below in detailed spreadsheet format. Performance testing on the currently deployed production assets indicate that the initial ".tel" Registry asset deployment will deliver the following results using the operating assumptions outlined below:

Queries per second: 15,840 (at 60% system utilization)

Average query size 250 bytes

Number of times each number is queried per day 50 (positive and negative queries)

Percentage of daily queries during peak hour 25%

Maximum system utilization 60%

Using the above assumptions this “baseline” GITD deployment is scaled to manage up to 2.4 million directory entries, each being queried an average of 50 times per day.

Index of tables

A. Consolidated Master site cost summary

B. Master site – DNS Master

C. Master site – Back office (NNBO)

D. Master site – Web Systems (WEB)

E. Master site – Whois Systems (WHO)

F. Master site – Registry Update Protocol Systems (RUP)

G. Master site – Cost summary

H. Slave site – DNS Slave

I. Slave site – LDAP Slave

Table A : Consolidated Master Site cost summary

Description	Quantity	Non Recurring Unit Cost	Annual Recurring Unit Cost	Non Recuring Cost	Recurring Monthly Cost	Monthly Recurring Costs (24M)
DNS Master	1			$68,074	$186	$3,022
NNBO	1			$204,188	$3,936	$12,443
WEB	1			$121,778	$185	$5,259
WHO	1			$118,778	$185	$5,134
RRP	1			$118,778	$185	$5,134
Installation Fees	1	$20,000	$0	$20,000	$0	$833
Storage Array	1	$191,299	$10,175	$191,299	$10,175	$18,146
SAN Switches	2	$5,795	$0	$11,590	$0	$483
Network Switches	4	$1,500	$0	$6,000	$0	$250
Backup	1	$1,995	$2,000	$1,995	$2,000	$2,083
Firewall	2	$16,000	$7,000	$32,000	$14,000	$15,333
Load Balancing	2	$20,995		$41,990	$0	$1,750
Monitoring Service	1	$995		$995	$0	$41
Rack Space	2	$1,210	$1,100	$2,420	$2,200	$2,301
Bandwidth	2	$3,850	$8,880	$7,700	$17,760	$18,081
				$947,585	$50,812	$90,295

Table B : Master site – DNS Master

Description	Quantity	Non Recurring Unit Cost	Yearly Recurring Unit Cost	Non Recuring Cost	Monthly Recurring Cost	Monthly Recurring Cost (24M)
Hardware (see hardware detail)	1	$61,444	$0	$61,444	$0	$2,560
Disk Array Storage				$0	$0	$0
Veritas HA VCS	1	$6,630	$2,229	$6,630	$186	$462
BIND 9	2	$0	$0	$0	$0	$0
				$68,074	$186	$3,022
DLS Hardware Detail
Description	Quantity	Unit Cost	Total Cost
Sun 420R	1	$55,000	$55,000
Memory Upgrade	0	$3,240	$0
Quad Fast Ethernet Cards	2	$1,077	$2,154
Redundant Power Supply	0	$695	$0
JNI Fibre Cards	2	$1,995	$3,990
Fibre Cables	2	$150	$300
			$61,444

Table C : Master site – Back office (NNBO)


Description	Quantity	Non Recurring Unit Cost	Yearly Recurring Unit Cost	Non Recuring Cost	Monthly Recurring Cost	Monthly Recurring Cost (24M)
Hardware	2	$61,444	$0	$122,888	$0	$5,120
Disk Array Storage				$0	$0	$0
Veritas HA VCS	2	$6,630	$2,229	$13,260	$372	$924
Oracle Enterprise Edition - 180 units	1	$68,040	$42,768	$68,040	$3,564	$6,399
				$204,188	$3,936	$12,443
Hardware Detail
Description	Quantity	Unit Cost	Total Cost
Sun 420R	1	$55,000	$55,000
Memory Upgrade	0	$3,240	$0
Quad Fast Ethernet Cards	2	$1,077	$2,154
Redundant Power Supply	0	$695	$0
JNI Fibre Cards	2	$1,995	$3,990
Fibre Cables	2	$150	$300
			$61,444

Table D : Master site – Web Systems (WEB)


Description	Quantity	Non Recurring Unit Cost	Yearly Recurring Unit Cost	Non Recuring Cost	Monthly Recurring Cost	Monthly Recurring Cost (24M)
Hardware	2	$56,077	$0	$112,154	$0	$4,673
Disk Array Storage				$0	$0	$0
Veritas Foundation Suite	2	$3,312	$1,112	$6,624	$185	$461
Stronghold 3	2	$1,000	$0	$2,000	$0	$83
Jrun 3	2	$500	$0	$1,000	$0	$42
				$121,778	$185	$5,259
Hardware Detail
Description	Quantity	Unit Cost	Total Cost
Sun 420R	1	$55,000	$55,000
Memory Upgrade	0	$3,240	$0
Quad Fast Ethernet Cards	1	$1,077	$1,077
Redundant Power Supply	0	$695	$0
JNI Fibre Cards	0	$1,995	$0
Fibre Cables	0	$150	$0
			$56,077

Table E : Master site – Whois Systems (WHO)


Description	Quantity	Non Recurring Unit Cost	Yearly Recurring Unit Cost	Non Recuring Cost	Monthly Recurring Cost	Monthly Recurring Cost (24M)
Hardware	2	$56,077	$0	$112,154	$0	$4,673
Disk Array Storage				$0	$0	$0
Veritas Foundation Suite	2	$3,312	$1,112	$6,624	$185	$461
				$118,778	$185	$5,134

Hardware Detail
Description	Quantity	Unit Cost	Total Cost
Sun 420R	1	$55,000	$55,000
Memory Upgrade	0	$3,240	$0
Quad Fast Ethernet Cards	1	$1,077	$1,077
Redundant Power Supply	0	$695	$0
JNI Fibre Cards	0	$1,995	$0
Fibre Cables	0	$150	$0
			$56,077

Table F : Master site – Registry Registrar Protocol Systems (RRP)


Description	Quantity	Non Recurring Unit Cost	Yearly Recurring Unit Cost	Non Recuring Cost	Monthly Recurring Cost	Monthly Recurring Cost (24M)
Hardware	2	$56,077	$0	$112,154	$0	$4,673
Disk Array Storage				$0	$0	$0
Veritas Foundation Suite	2	$3,312	$1,112	$6,624	$185	$461
				$118,778	$185	$5,134

Hardware Detail
Description	Quantity	Unit Cost	Total Cost
Sun 420R	1	$55,000	$55,000
Memory Upgrade	0	$3,240	$0
Quad Fast Ethernet Cards	1	$1,077	$1,077
Redundant Power Supply	0	$695	$0
JNI Fibre Cards	0	$1,995	$0
Fibre Cables	0	$150	$0
			$56,077

Table G : Consolidated Edge site – Cost summary.

Description	Quantity	Non Recurring Unit Cost	Recurring Unit Cost	Non Recuring Cost	Recurring Monthly Cost	Monthly Recurring Costs (24M)
DNS Edge	1			$118,778	$185	$5,134
Network Switches	4	$1,500	$0	$6,000	$0	$250
Firewall	2	$16,000	$7,000	$32,000	$14,000	$15,333
Load Balancing	2	$20,995	$0	$41,990	$0	$1,750
Monitoring Service	1	$995		$995	$0	$41
Rack Space	1	$1,210	$1,100	$1,210	$1,100	$1,150
Bandwidth	2	$3,850	$8,880	$7,700	$17,760	$18,081
				$208,673	$33,045	$41,740

Table H : Edge site – DNS Edge Server

Description	Quantity	Non Recurring Unit Cost	Yearly Recurring Unit Cost	Non Recurring Cost	Monthly Recurring Cost	Monthly Recurring Cost (24M)
Hardware	2	$56,077	$0	$112,154	$0	$4,673
Veritas Foundation Suite	2	$3,312	$1,112	$6,624	$185	$461
BIND 9	2	$0	$0	$0	$0	$0
				$118,778	$185	$5,134

Hardware Detail
Description	Quantity	Unit Cost	Total Cost
Sun 420R	1	$55,000	$55,000
Memory Upgrade	0	$3,240	$0
Quad Fast Ethernet Cards	1	$1,077	$1,077
Redundant Power Supply	0	$695	$0
JNI Fibre Cards	0	$1,995	$0
Fibre Cables	0	$150	$0
			$56,077

D13.2.7 Plans for acquiring necessary systems and facilities

Over the past year, NetNumber has established the following systems & facilities.

- Headquarters facility for 40 people.

- $9 million equity financing

- Hired executive team: CEO, CTO, CSO, VP Finance, VP Sales

- Hired 15 person development and operations team

- Acquired $1 million enterprise class network operations equipment

- Executed operating lease on additional $1 million hardware and software

- Deployed first production release of Global Internet-Telephony Directory.

- Established strong strategic relationships with key vendors

The projected systems and facility investments necessary to execute the ".tel" Registry business plan fall well within the resources, skills, and experience of the team.

D13.2.8 Staff size/expansion capability

Despite operating in a tight technical labor market in the Boston area, the NetNumber team has already demonstrated its ability to hire technical and operations staff as required. In this regard the NetNumber team is benefiting greatly from having built a large development and operations staff in the exact same geographic area while at Unifi Communications. Access to necessary staff will not be a limiting factor in the operation of the ".tel" Registry.

D13.2.9 Availability of Additional Management Personnel

NetNumber is well down the path of completing its executive team. Outlined below is a summary of filled and outstanding positions. Access to management will not be a limiting factor in the operation of the ".tel" Registry.

- Chief Executive Officer Filled

- Strategy Officer Filled

- Chief Technology Officer Filled

- VP Finance & Administration Filled

- VP Sales & Marketing Filled (accepted 9/25/00)

- VP Operations & Service Identified – scheduled Q1 2001

D13.2.10 Term of Registry Agreement

Initial Term: 6-years

NetNumber believes that a six-year initial term is justified considering the long lead time that may be required to cause a new TLD to gain momentum in the market.

Performance Extension: 4 - years

The Registry contract will automatically extended for a 4-year period if the event the Registry operator achieves one of two key performance targets during the initial term:

(a) The Registry operator and its marketing partners make investments of at least $20 million in ".tel" related sales, business development, public relations, advertising and marketing expenses during the initial term. (Incentive for making the up-front investments necessary to build momentum for the Registry during the first term.)

(b) The Registry operator achieves at least 4 million registered entries in the ".tel" TLD by the end of the initial term. (Reward for finding a way to cause the Registry to achieve a baseline critical mass of entries during the first term.)

Intellectual Property Extension: 4 – years

The Registry operator will be granted an additional 4-year extension in the event that the Registry operator is awarded one or more patents containing claims that apply to the operation of the ".tel" domain. Such patents must be awarded before the expiration of the initial term or performance extension.

D13.2.11 Expected Costs Associated With Operation Of Registry:

See Section 13.2.6 for a detailed breakdown of staff requirements and physical asset requirements at various demand levels. See Section 13.3 for a detailed break-down of expenses on a quarterly basis across three different demand scenarios.

D13.2.12 Expected Revenue Associated With Proposed Registry:

Registry revenue projections are based on multiplying a flat monthly fee per registered entry by the number of entries defined in each demand scenario. The revenue model for the ".tel" TLD is as follows:

2001 – All Registry services provided at no charge to stimulate initial registrations. 2002 - $0.50/month ($6/year) flat rate billing for Registry services.

D13.2.13 Capital Requirements

The NetNumber conservative case operational model (90% confidence model) calls for $20 million of incremental equity financing and $3 million of incremental asset financing beyond the current cash reserves on-hand.

The Company's proven ability to raise equity and hardware financing indicates that this level of incremental financing is well within the capabilities of the NetNumber management team and Board of Directors.

See Section D13.4.4 "Proof of Capital" for a copy of a letter from NetNumber's lead venture capital firm attesting to their willingness to raise additional equity capital as appropriate.

D13.2.15 Registry Failure Provisions

Registry Failure Provisions:

(a) (a) The iTAB-NetNumber Registry Agreement provides for Data Escrow of all Registry data that is under the control of iTAB.

(b) (b) The iTAB-NetNumber Registry Agreement provides for the pre-funding of $200,000/year of iTAB fees by the Registry to ensure continued operation of baseline iTAB activities even in the event of financial failure of the Registry.

(c) (c) NetNumber will negotiate in good faith with iTAB to incorporate an additional clause into the Registry Agreement that will give iTAB control over at least one Master node location (and all associated physical assets) and at least one Edge node location (and associated physical assets) in the event of financial failure of the Registry.

(d) (d) NetNumber will negotiate in good faith with iTAB to provide iTAB with the ability to seize control of the assets described in (c) above and the ability to terminate the Registry Agreement in the event that NetNumber is judged to be insolvent or bankrupt.

D13.3 PRO-FORMA FINANCIAL PROJECTIONS

D13.3.1 90% Confidence Level Plan

Registry Business Model 2001 - 2004

Income Statement annual summary

Scenario A - 90% Confidence Level

	2001	2002	2003	2004




Revenue	0	5,209,394	14,613,311	30,713,913

Cost of Service	5,627,886	5,938,793	7,309,118	10,622,513

Gross Margin	(5,627,886)	(729,400)	7,304,193	20,091,400
Gross Margin %	N/A	-14.0%	50.0%	65.4%

Operating expenses
Research & Development	1,759,654	2,087,077	2,796,769	3,199,154
Selling and Business Dev	1,329,087	1,694,518	2,705,473	3,682,282
Marketing and Promotion	1,500,000	2,500,000	3,000,000	4,607,087
Finance & Administration	1,409,077	1,789,538	2,210,093	2,644,077
Executive Management	672,038	734,269	771,192	822,788
Depreciation	144,958	172,875	211,625	251,417
Total operating expenses	6,814,814	8,978,278	11,695,153	15,206,805

Operating Profit	(12,297,742)	(9,534,802)	(4,179,335)	5,136,012

Taxes (@ 42%)	0	0	0	0

Net profit	(12,297,742)	(9,534,802)	(4,179,335)	5,136,012
Net Profit %	N/A	-183.0%	-28.6%	16.7%

EBITDA Gross Profit
EBITDA Net Profit



Number of Directory entries	370,000	1,350,000	3,495,000	6,703,200
Market penetration	10.0%	12.5%	15.0%	17.5%

Registry Business Model 2001 - 2004

Balance Sheet annual summary

Scenario A - 90% Confidence Level

	2001	2002	2003	2004
Assets
Cash and Cash equivalents	11,162,676	2,576,940	854,291	2,395,608
Accounts receivable	0	623,683	1,630,443	3,172,422

Total Current Assets	11,162,676	3,200,624	2,484,734	5,568,030

Intangible assets	40,000	40,000	40,000	40,000

Tangible assets at cost
GITD Network equipment	3,300,000	3,350,000	4,689,532	7,964,640
Leasehold Improvements	176,000	176,000	176,000	176,000
Other computer Hardware / Software	142,000	224,500	299,500	419,500
Furniture, Fixtures & Fittings	150,000	150,000	200,000	200,000

Less accumulated Depreciation	1,529,131	3,239,833	5,211,165	8,523,817

Net Tangible assets	2,238,869	660,667	153,866	236,323

Total Net Assets	13,441,545	3,901,291	2,678,601	5,844,353

Liabilities
Accounts payable	282,451	378,121	474,275	634,936
Hardware financing	0	0	3,000,000	1,000,000
Accrued expenses	211,838	283,591	355,707	476,202
Total current liabilities	494,289	661,712	3,829,982	2,111,139

Shareholders equity	9,500,000	9,500,000	9,500,000	9,500,000
Additional paid in capital	20,000,000	20,000,000	20,000,000	20,000,000
Accumulated profit / (Deficit)	(16,552,744)	(26,260,421)	(30,651,381)	(25,766,786)
Total Stockholders equity	12,947,256	3,239,579	(1,151,381)	3,733,214

Total Net Liabilities	13,441,545	3,901,291	2,678,601	5,844,353


Notes :
1. No adjustment made for deferred stock based compensation.
2. Assumes funding of $20 million at end of Q1 2001.

Registry Business Model 2001 - 2004

Income Statement Quarterly summary			2001

Scenario A - 90% Confidence Level



All amounts in US$ 000's

	Q1	Q2	Q3	Q4	Total 2001

Revenue	0	0	0	0	0

Cost of Service	1,348,940	1,426,315	1,426,315	1,426,315	5,627,886

Gross Margin	(1,348,940)	(1,426,315)	(1,426,315)	(1,426,315)	(5,627,886)
Gross Margin %	N/A	N/A	N/A	N/A	N/A

Operating expenses
Research & Development	439,913	439,913	439,913	439,913	1,759,654
Selling and Business Dev	297,115	343,990	343,990	343,990	1,329,087
Marketing and Promotion	250,000	500,000	250,000	500,000	1,500,000
Finance & Administration	352,269	352,269	352,269	352,269	1,409,077
Executive Management	154,760	154,760	181,260	181,260	672,038
Depreciation	32,750	35,875	37,333	39,000	144,958
Total operating expenses	1,494,058	1,790,933	1,567,433	1,817,433	6,669,856

Operating Profit	(2,842,998)	(3,217,248)	(2,993,748)	(3,243,748)	(12,297,742)

Taxes (@ 42%) less C/fd loss	0	0	0	0	0

Net profit	(2,842,998)	(3,217,248)	(2,993,748)	(3,243,748)	(12,297,742)
Net Profit %	N/A	N/A	N/A	N/A	N/A

EBITDA Gross Profit	(1,007,702)	(1,085,077)	(1,085,077)	(1,085,077)	(4,262,934)
EBITDA Net Profit	(2,436,260)	(2,804,260)	(2,577,843)	(2,824,510)	(10,642,873)
Depreciation	406,738