Nick gogerty www.gogerty.com

Lucky Phone

Disclaimer This Confidential Business Plan (the “Plan”) contains confidential material regarding Lime cell. (“Lime cell”, or the “Company”). By accepting this Plan the recipient agrees that it will cause its advisors, officers, employees, and representatives to use this Plan and such information only to evaluate Lime cell and for no other purpose, will not divulge any such information to any other party, and shall return this Plan together with any copies thereof to the Company upon request thereof. The information contained in this Plan was obtained from Lime cell and other sources. The management of the Company has prepared any estimates and projections contained herein. No assurances can be given as to the accuracy and correctness of any of such material. In addition, this Plan includes projections and prospective statements; any such statements are by their nature speculative and may or may not be realized. Lime cell expressly disclaims any and all liability for representations or warranties expressed or implied, contained in this document or omissions from it. This Plan does not purport to contain all of the information that may be required to evaluate Lime cell and any recipient hereof should conduct its own independent analysis of the Company. The information contained herein has not been independently verified. Lime cell does not expect to update or otherwise revise this Plan or other material supplied herewith. This plan contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects”, ”anticipates”, ”intends”, ”plans”, ”believes”, ”seeks” ,”estimates”, ”will”, or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Lime Cell. Forward-looking statements are based on management’s current expectations, which are inherently subject to uncertainties, risk, and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors. The company undertakes no obligation to update or review any forward-looking information, whether as a result of new information, future developments or otherwise. This presentation includes certain non-GAAP financial measures as defined under SEC rules. This Plan and the ideas expressed herein are the property of Lime cell and are being provided on a confidential basis. The recipient of this document agrees that all of the information and ideas contained herein is confidential and that the recipient will treat them confidentially. If recipient cannot maintain the confidentiality of this Plan, recipient agrees to return this Plan to the company immediately.

This Confidential Business Plan (the “Plan”) contains confidential material regarding Lime cell. (“Lime cell”, or the “Company”). By accepting this Plan the recipient agrees that it will cause its advisors, officers, employees, and representatives to use this Plan and such information only to evaluate Lime cell and for no other purpose, will not divulge any such information to any other party, and shall return this Plan together with any copies thereof to the Company upon request thereof.

The information contained in this Plan was obtained from Lime cell and other sources. The management of the Company has prepared any estimates and projections contained herein. No assurances can be given as to the accuracy and correctness of any of such material. In addition, this Plan includes projections and prospective statements; any such statements are by their nature speculative and may or may not be realized. Lime cell expressly disclaims any and all liability for representations or warranties expressed or implied, contained in this document or omissions from it.

This Plan does not purport to contain all of the information that may be required to evaluate Lime cell and any recipient hereof should conduct its own independent analysis of the Company. The information contained herein has not been independently verified. Lime cell does not expect to update or otherwise revise this Plan or other material supplied herewith.

This plan contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects”, ”anticipates”, ”intends”, ”plans”, ”believes”, ”seeks” ,”estimates”, ”will”, or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Lime Cell. Forward-looking statements are based on management’s current expectations, which are inherently subject to uncertainties, risk, and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors. The company undertakes no obligation to update or review any forward-looking information, whether as a result of new information, future developments or otherwise. This presentation includes certain non-GAAP financial measures as defined under SEC rules.

This Plan and the ideas expressed herein are the property of Lime cell and are being provided on a confidential basis. The recipient of this document agrees that all of the information and ideas contained herein is confidential and that the recipient will treat them confidentially. If recipient cannot maintain the confidentiality of this Plan, recipient agrees to return this Plan to the company immediately.

What is Lucky Phone? Prepaid cell phone company capturing >600k Primarily urban Hispanic female with infomercials and follow-on retail outlets One simple phone choice & rate plan Growing SMS Lottery drawn bi-weekly. Every SMS appended “L=$43,932” Exclusive daily horoscopes & media    

Prepaid cell phone company capturing >600k Primarily urban Hispanic female with infomercials and follow-on retail outlets

One simple phone choice & rate plan

Growing SMS Lottery drawn bi-weekly. Every SMS appended “L=$43,932”

Exclusive daily horoscopes & media

Hispanic Later Adopter Female (non-gadget freak) Psychographic (fortune/friend seeking/social) 18-25 major metropolitan markets in the first rollout. Estimated 20% of 40m Hispanic=8m users=$2-4billion opportunity Market 2 min leading to 28min DRTV (English/Spanish) Scale (multi-markets) Optimize (CPO/CPM/Fulfillment) Capture costs estimated @$30/user Lottery will later reduce capture cost through viral branding Capture Operational CRM Fulfillment/ Activation Lottery management Designed for 800-1.2m users ARPU estimated $19 Average lifecycle of 28 months (3.5% churn) Lottery should reduce Service & Retain MVNE/NO <50% margin Network APPS CRM/Billing Back Office Support POSA/CARDS Pre-paid resellers Phone in a box Retail     

Hispanic Later Adopter Female (non-gadget freak)

Psychographic (fortune/friend seeking/social)

18-25 major metropolitan markets in the first rollout.

Estimated 20% of 40m Hispanic=8m users=$2-4billion opportunity

2 min leading to 28min DRTV (English/Spanish)

Scale (multi-markets)

Optimize (CPO/CPM/Fulfillment)

Capture costs estimated @$30/user

Lottery will later reduce capture cost through viral branding

Operational CRM

Fulfillment/ Activation

Lottery management

Designed for 800-1.2m users

ARPU estimated $19

Average lifecycle of 28 months (3.5% churn) Lottery should reduce

MVNE/NO <50% margin

Network APPS

CRM/Billing

Back Office

POSA/CARDS

Pre-paid resellers

Phone in a box

Demographic difference She is Hispanic Urban living with others She has many friends & large family She is value conscious She watches +5 hours of TV daily Wants a phone for herself She doesn’t buy technology Late adopter 25-40 She likes control

Psychographics competition Lucky phone women desire: Seeking others “make me connected” Ease of Use “make it simple” Seeking control “make it simple” Seeking information “keep me entertained” Seeking reward “treat oneself”

Lucky phone women desire:

Seeking others “make me connected”

Ease of Use “make it simple”

Seeking control “make it simple”

Seeking information “keep me entertained”

Seeking reward “treat oneself”

Offering differentiators Easy phone Lucky SMS lottery Service subscriptions Psychic hotline Religious Syndicated Built in social service Share with a friend

Easy phone

Lucky SMS lottery

Service subscriptions

Psychic hotline

Religious

Syndicated

Built in social service

Share with a friend

What luck? Each Lucky Phone SMS sent enters sender and recipient in weekly draw Prize grows with SMS traffic $.01-$.005 per message  

Each Lucky Phone SMS sent enters sender and recipient in weekly draw

Prize grows with SMS traffic $.01-$.005 per message

Hey! With LuckyPhone I get a free lottery entry with each SMS I send U could win too…. With LuckyPhone I get a free lottery entry with each SMS I send U could win too…. L= $ 450,234

Viral SMS: SMS ends L=$123,654 Some customers will start a “Chain Reaction” in the market Customer Segments Level of Knowledge about Self Needs Level of Knowledge about Products Low High High Low Innovator Talker Talker Talker Other Talker Talkers Customers who regularly communicate with a large number of people and exchange a large number of SMS’s. Chain Reaction Other Talker Other Other Other Other Other Other Other Other Other Self Directed Intention Oriented Product Enthusiast Option Seeker Innovators Customers who have bought a new product within a short period of time of its introduction

SMS Loto: FAQ Legality: Lime-Cell isn’t technically a lottery it is a drawing; entrants may enter via mail Prize grows each week based on SMS Traffic Generates Network effect and sender and receiver may win/share prize Can be global via global SMS market.

Legality: Lime-Cell isn’t technically a lottery it is a drawing; entrants may enter via mail

Prize grows each week based on SMS Traffic

Generates Network effect and sender and receiver may win/share prize

Can be global via global SMS market.

MVNO (mobile virtual network operator) Challenges MVNO Competencies Brand loyalty “ Sticky” services Customer care New distribution channels Diverse offers that appeal to niches outside the mass market Leverage existing customer base to acquire customers at reduced cost High churn Slowing penetration growth Increasing customer acquisition costs A customer organization leveraging competencies to improve customer acquisition & retention

Why DRTV (infomercials) Allows demonstrations Rapid cross country distribution method Minimizes inventory (tied up capital) Outsourced fulfillment (easier distribution) Fast receivables = better cash flow management Up-sell immediately Immediate feedback on offerings’ effectiveness Target group watches most TV for purchase decisions

Allows demonstrations

Rapid cross country distribution method

Minimizes inventory (tied up capital)

Outsourced fulfillment (easier distribution)

Fast receivables = better cash flow management

Up-sell immediately

Immediate feedback on offerings’ effectiveness

Target group watches most TV for purchase decisions

Anticipated competitive response Big firms (media attack : non-response) DRTV fast followers 9 months New Brand entrants Impact will take +95% of the market

Big firms (media attack : non-response)

DRTV fast followers 9 months

New Brand entrants

Impact will take +95% of the market

Team today: goal #1 grow the team Nicholas Gogerty, Founder, CEO Nick’s area of expertise is synthesizing technology, marketing and finance issues. His seasoned professional experience covers: fundraising, start-up development, Start-up analysis, technology transfer and development, risk management, business planning and execution and course strategic marketing. Nick has a US telecom patent pending. He has international management experience having lived and worked in six countries. He has a BA in Cultural Anthropology from the University of Iowa. He also holds an MBA from the Ecole National de Ponts Chausees, Paris, France. Nick has acquired various securities licenses in the US and UK. His most recent role was as VP of marketing launching a payroll debit card program nationally for Hispanic employees. Mercedes Kelemen, Head of recruitment Mercedes’ professional founding lies within international recruitment, sales and marketing. Following a successful career at INCHCAPE Middle East (Global Trading and Distribution Company) as Marketing Manager for one of their subsidiary’s liquor division, Mercedes moved to London joining Montreal Associates’, a leading IT recruitment consultancy. Mercedes actively incubated the formation of Montreal Executive Solutions, the Executive Search Division of Montreal Associates, where she grew the team to seven consultants in London. Her main area of expertise was to conduct executive search of C level professionals in the fields of: Telecommunications, SAP, CRM, Mercedes has a BA from Eotvos Lorand University, Budapest, Hungary with a minor in pedagogy, and a Post Graduate Diploma from the Chartered Institute of Marketing, London, United Kingdom. Management Team Gaps The founder is aware of his disadvantage in not having exposure to the DRTV market channel. To overcome this challenge, a consultant specializing in rolling out DRTV products will be hired. There is also a need to build up a team of technical personnel overseeing all technology related business relationships, equipment, systems. Therefore a CTO with wireless telecommunications experience will be hired along with adequate number of technical professionals.

Nicholas Gogerty, Founder, CEO

Nick’s area of expertise is synthesizing technology, marketing and finance issues. His seasoned professional experience covers: fundraising, start-up development, Start-up analysis, technology transfer and development, risk management, business planning and execution and course strategic marketing. Nick has a US telecom patent pending. He has international management experience having lived and worked in six countries. He has a BA in Cultural Anthropology from the University of Iowa. He also holds an MBA from the Ecole National de Ponts Chausees, Paris, France. Nick has acquired various securities licenses in the US and UK. His most recent role was as VP of marketing launching a payroll debit card program nationally for Hispanic employees.

Mercedes Kelemen, Head of recruitment

Mercedes’ professional founding lies within international recruitment, sales and marketing. Following a successful career at INCHCAPE Middle East (Global Trading and Distribution Company) as Marketing Manager for one of their subsidiary’s liquor division, Mercedes moved to London joining Montreal Associates’, a leading IT recruitment consultancy. Mercedes actively incubated the formation of Montreal Executive Solutions, the Executive Search Division of Montreal Associates, where she grew the team to seven consultants in London. Her main area of expertise was to conduct executive search of C level professionals in the fields of: Telecommunications, SAP, CRM, Mercedes has a BA from Eotvos Lorand University, Budapest, Hungary with a minor in pedagogy, and a Post Graduate Diploma from the Chartered Institute of Marketing, London, United Kingdom.

Management Team Gaps

The founder is aware of his disadvantage in not having exposure to the DRTV market channel. To overcome this challenge, a consultant specializing in rolling out DRTV products will be hired.

There is also a need to build up a team of technical personnel overseeing all technology related business relationships, equipment, systems. Therefore a CTO with wireless telecommunications experience will be hired along with adequate number of technical professionals.

Building a team top down Phase 1 & 2 displayed: Current CEO and Biz Dev will move down org chart Angel round target =team, carrier agreement, advisory & corporate boards filled CEO VP of Marketing Brand VP I.T. VP finance Director of content Director of product management Director of DRTV Director of customer care Carrier Relations integration Director Supply chain management Programmer Programmer DBA Director business development

Manage the customer lifecycle %margin give-up, retail coverage, outlet availability uptake, usage penetration, awareness tracking % automated activations effective, % support delivery Time inventory management Cash flow, $terms Upsell uptake, profit margin Chargeback ratio, browse to buy Browse to buy ration, CPO Customer uptake media efficiency IRR POSA Card top ups Future distributors Add-on services Voice mail etc. Activation Network operator CRM Fulfillment Handset wholesalers Upsell (insurance) media, covers Order taking CRM Credit authorization First point of contact DRTV & Call center Phone packaging Offering design Concept & Production          CEO VP of Marketing Brand VP I.T. VP finance Director of content Director of product management Director of DRTV Director of customer care Carrier Relations integration Director Supply chain management Programmer Programmer DBA Director business development

Milestones by the numbers: response to hyper competition DRTV (focus mind share) Anglo (expand the base) Retail (4:1 return factor referral) Post paid (Up the monthly ARPU) from month 18 Product evolution Market evolution 1 2 3 4 Filling a market space:

DRTV (focus mind share)

Anglo (expand the base)

Retail (4:1 return factor referral)

Post paid (Up the monthly ARPU) from month 18

Why Hispanic Female Market The Hispanic population controlled $653 billion in spending power in 2003, this number is expected to reach >$1 trillion in 2008, (Selig Center for Economic Growth) Factors driving increased US Hispanic purchasing power include population growth and increasing employment and income levels. US Hispanic purchasing power is growing at triple the rate of the overall US population and represents 7.4% of the total US purchasing power, compared to 6.9% last year.

The Hispanic population controlled $653 billion in spending power in 2003, this number is expected to reach >$1 trillion in 2008, (Selig Center for Economic Growth)

Factors driving increased US Hispanic purchasing power include population growth and increasing employment and income levels.

US Hispanic purchasing power is growing at triple the rate of the overall US population and represents 7.4% of the total US purchasing power, compared to 6.9% last year.

The Hispanic spend groceries telephone services furniture men’s and boys’ apparel children’s clothing footwear

groceries

telephone services

furniture

men’s and boys’ apparel

children’s clothing

footwear

Hispanic Acculturation Acculturated : Hispanics/Latinos who adopt or borrow customs or traits from different culture and are bilingual. Assimilated : Those who leave their culture and customs behind for another. Assimilated Hispanics/Latinos speak only English. Isolated : Hispanics/Latinos who have recently migrated and speak only Spanish.

Acculturated : Hispanics/Latinos who adopt or borrow customs or traits from different culture and are bilingual.

Assimilated : Those who leave their culture and customs behind for another. Assimilated Hispanics/Latinos speak only English.

Isolated : Hispanics/Latinos who have recently migrated and speak only Spanish.

Why Hispanics buy from television 12.5% 12.5% 25% 50% Testimonials Convenience Price Demonstration Source: Thomas Haire (Expanding the Hispanic Lexicon)

46% Hispanics are Spanish dominant 22% Are fully bilingual 68% Speak Spanish most of the time Habla Español ? Source: Strategy Research Corporation 2002

46% Hispanics are Spanish dominant

22% Are fully bilingual

68% Speak Spanish most of the time

Source: Lexicon Marketing Hispanics use credit cards less

Hispanic Cell User Profile 10.9% spend >$100 per month on cell phone compared to 7.5% non-Hispanic population Average monthly expenditure on cell phone service in Hispanic homes is $67, >10% than national average of $60 19% of Hispanic consumers, who stated that they or a member of their household subscribed to some form of wireless service , plan to change their service provider sometime over the next year. They are 22% more likely to change service than the total population.

10.9% spend >$100 per month on cell phone compared to 7.5% non-Hispanic population

Average monthly expenditure on cell phone service in Hispanic homes is $67, >10% than national average of $60

19% of Hispanic consumers, who stated that they or a member of their household subscribed to some form of wireless service , plan to change their service provider sometime over the next year. They are 22% more likely to change service than the total population.

Prepaid vs Postpaid market Source: FastTrack Wireless Inc.

Technical architecture Goals Robust telco grade Flexible Scalable Some suggested approaches Clustered MySQL+Intel/Linux cluster v. Oracle Solaris Crystal reports for management Integration with existing systems buy vs. build where possible and co-opt larger systems (Activation, billing, fraud, CRM, Content, content billing) Minimize proprietary builds Utilize content aggregators and standard components where possible.

Goals

Robust telco grade

Flexible

Scalable

Some suggested approaches

Clustered MySQL+Intel/Linux cluster v. Oracle Solaris

Crystal reports for management

Integration with existing systems buy vs. build where possible and co-opt larger systems (Activation, billing, fraud, CRM, Content, content billing)

Minimize proprietary builds

Utilize content aggregators and standard components where possible.

U.S. MVNO market growth Source: ARC Group, Morgan Stanley Research

Why California? Angel, VC, Media finance Money DRTV writing/production Media Hispanic, High concentration Market Telco & Media talent Management

A day in the life of our customer 8. Mother calls Sister has Had a little boy 7. SMSs her friends “ B 10 min L8” 6. She calls friends About meeting For dinner 5. Call work Will be 45 Minutes late 4. Flat tire in Car Call for help 3. Mother Calls “ Hola, your Sister is in Labor…” 2. Horoscope Arrives “ lucky day” Good news from family 1. Alarm Helps her awaken Maria

DRTV Format 7 Secrets of Cell phones “ The 7 secrets they don’t want you to know ” Yuck! unhygenic 7. Refurbished phones: complicated and unused minutes “don’t fall for it” 6. Why all those tricky pay plans: Telco’s love the money, we give it back 5. Why Telcos love SMS: worlds most popular communication was a technical secret, a wild phenom in Europe 4. Mysterious SMS txt phenomena: those problems are solved now 3. Secret to good coverage: most people don’t send pictures 2. Secret of camera phones: People your friends may lose $600 a year 1. Free isn’t free:

“ The 7 secrets they don’t want you to know ”

What people have vs. actually use Source: Yankee Group, 2004 As a % of respondents

Where Carriers go wrong

Room to grow Source: Strategy Analytics, 2002 0% 5% 10% 15% 20% 25% 30% 35% 40% USA Greece Sweden Germany Netherlands Ireland UK France Italy Finland % of voice over mobile

Hispanics: TV & Advertisements Hispanics watch 9.71 hours of daily media time 2 hours more than non-Hispanic Caucasians (Santiago Solutions Group) Spanish-language viewers pay more attention to commercials and are more likely to base their purchasing decisions on advertisements than other U.S. consumers (Nielsen Media Research). 36% of Hispanic viewers of Spanish-language television watch commercials in their entirety versus 10% of non-Hispanic viewers watching television in English. (Nielsen study) 40% of Hispanics watching Spanish-language television say ”they frequently discuss commercials” with others versus 7% of non-Hispanics watching English-language television (Nielsen Media Research) 52% of Hispanics say “they frequently get information for making purchase decisions” from watching tv commercials in Spanish, compared with 7% of non-Hispanics watching English-language television. (Nielsen Media Research)

Hispanics watch 9.71 hours of daily media time 2 hours more than non-Hispanic Caucasians (Santiago Solutions Group)

Spanish-language viewers pay more attention to commercials and are more likely to base their purchasing decisions on advertisements than other U.S. consumers (Nielsen Media Research).

36% of Hispanic viewers of Spanish-language television watch commercials in their entirety versus 10% of non-Hispanic viewers watching television in English. (Nielsen study)

40% of Hispanics watching Spanish-language television say ”they frequently discuss commercials” with others versus 7% of non-Hispanics watching English-language television (Nielsen Media Research)

52% of Hispanics say “they frequently get information for making purchase decisions” from watching tv commercials in Spanish, compared with 7% of non-Hispanics watching English-language television. (Nielsen Media Research)

Users most reported problems Source: J.D. Power and Associates 2004 No immediate test message notification 2% No immediate voicemail notification 4% Dropped/disconnected calls 9% Echoes 10% Voice distortion 12% No connection on first try 24% Static/ interference 39%

Q: Why prepaid? A: Cost Control 78% of paid for wireless minutes go unused Average wireless household pays $17.75 more than the cost of their monthly rate plan Factoring in taxes, fees and additional charges, consumers may pay 5X the advertised rate per minute of their contracted rate plan Source: TNS Telecoms 2004

A: Cost Control

78% of paid for wireless minutes go unused

Average wireless household pays $17.75 more than the cost of their monthly rate plan

Factoring in taxes, fees and additional charges, consumers may pay 5X the advertised rate per minute of their contracted rate plan

Q: Who prepaid? A: Everyone Mainstream Consumers. Following the lead of international markets, more and more mainstream American consumers are selecting prepaid over postpaid mobile for its unique benefits that include greater flexibility, access, and budget controls. Youth. Carriers such as Virgin Mobile, Verizon, Cingular, AT&T, T-Mobile (VoiceStream), and Boost Mobile target the youth with prepaid wireless offerings. Market research suggests that prepaid offerings best meet youth’s needs and that youth represents the U.S. wireless industry’s greatest growth potential as well as the opportunity to develop a lifetime of brand loyalty. There are currently 78 million pre-teens, teens and young adults in the United States, a group larger than the total population of most countries. The Yankee Group estimates the youth market will spend over $170 billion this year and will, via their parents, influence an even greater amount of total household spending. U.S. teens now rank wireless phones as the number one coolest item to own and spend an average of $100 per week. Largely overlooked until recently, wireless penetration among U.S. teens stands at only 20 percent. Cahners In-Stat forecasts penetration of U.S. 10 to 24-year-old segment to reach 71 percent in 2004. The Strategis Group says that 29 percent of teens without mobile phones plan to get one this year. Contract Adverse. Unlike postpaid, no contracts are required by prepaid mobile plans. Consumers buy prepaid mobile right off the shelf. Prepaid wireless has no minimum usage periods and affords greater flexibility for temporary users, travelers, and new entrants who have never used a wireless phone before and would like to try the service without long-term commitments. These people appreciate prepaid for its greater flexibility. Budget Conscious. Also unlike postpaid, prepaid gives wireless users complete budget control. With prepaid, users are never surprised by higher-than-expected monthly bills which result from exceeding contracted monthly minutes. A survey among users shows that 73 percent of today’s prepaid subscribers appreciate the improved ability to budget outflows. Credit Challenged. It is estimated that there are 28 million credit-challenged consumers in the U.S. alone. These consumers usually show high interest in owning a mobile phone but lack the credit rating to qualify for postpaid plans. Today, as in the past, about one out of every three U.S. postpaid wireless applicants are denied contract service due to insufficient credit ratings. Last year, AT&T alone turned down 4 million customers. For the credit challenged, prepaid is often their only viable choice. Cash Based and Ethnic Groups. Although credit is widely available in the United States, more than 90 million Americans pay for services in cash. In fact, whether by choice or not, 28 percent of American households have no credit cards. The people in these households include ethnic groups and others who prefer to use cash over credit. The U.S. Census says that nearly 1 million immigrants enter the United States each year. Not only have they not had an opportunity to establish credit, these and other ethnic groups are culturally accustomed to cash prepayments and tend to prefer prepaid services. Today, ethnic consumers already account for a large percentage of telecom expenditures in the United States. Insight Research shows that ethnic and minority groups represent 27 percent of the annual business in the U.S. wireless industry. By 2005, telecom expenditures by ethnic groups are forecast to hit $65 billion. Source: Qcomm and others 2004

A: Everyone

Mainstream Consumers. Following the lead of international markets, more and more mainstream American consumers are selecting prepaid over postpaid mobile for its unique benefits that include greater flexibility, access, and budget controls.

Youth. Carriers such as Virgin Mobile, Verizon, Cingular, AT&T, T-Mobile (VoiceStream), and Boost Mobile target the youth with prepaid wireless offerings. Market research suggests that prepaid offerings best meet youth’s needs and that youth represents the U.S. wireless industry’s greatest growth potential as well as the opportunity to develop a lifetime of brand loyalty. There are currently 78 million pre-teens, teens and young adults in the United States, a group larger than the total population of most countries. The Yankee Group estimates the youth market will spend over $170 billion this year and will, via their parents, influence an even greater amount of total household spending. U.S. teens now rank wireless phones as the number one coolest item to own and spend an average of $100 per week. Largely overlooked until recently, wireless penetration among U.S. teens stands at only 20 percent. Cahners In-Stat forecasts penetration of U.S. 10 to 24-year-old segment to reach 71 percent in 2004. The Strategis Group says that 29 percent of teens without mobile phones plan to get one this year. Contract Adverse. Unlike postpaid, no contracts are required by prepaid mobile plans. Consumers buy prepaid mobile right off the shelf. Prepaid wireless has no minimum usage periods and affords greater flexibility for temporary users, travelers, and new entrants who have never used a wireless phone before and would like to try the service without long-term commitments. These people appreciate prepaid for its greater flexibility. Budget Conscious. Also unlike postpaid, prepaid gives wireless users complete budget control. With prepaid, users are never surprised by higher-than-expected monthly bills which result from exceeding contracted monthly minutes. A survey among users shows that 73 percent of today’s prepaid subscribers appreciate the improved ability to budget outflows. Credit Challenged. It is estimated that there are 28 million credit-challenged consumers in the U.S. alone. These consumers usually show high interest in owning a mobile phone but lack the credit rating to qualify for postpaid plans. Today, as in the past, about one out of every three U.S. postpaid wireless applicants are denied contract service due to insufficient credit ratings. Last year, AT&T alone turned down 4 million customers. For the credit challenged, prepaid is often their only viable choice. Cash Based and Ethnic Groups. Although credit is widely available in the United States, more than 90 million Americans pay for services in cash. In fact, whether by choice or not, 28 percent of American households have no credit cards. The people in these households include ethnic groups and others who prefer to use cash over credit. The U.S. Census says that nearly 1 million immigrants enter the United States each year. Not only have they not had an opportunity to establish credit, these and other ethnic groups are culturally accustomed to cash prepayments and tend to prefer prepaid services. Today, ethnic consumers already account for a large percentage of telecom expenditures in the United States. Insight Research shows that ethnic and minority groups represent 27 percent of the annual business in the U.S. wireless industry. By 2005, telecom expenditures by ethnic groups are forecast to hit $65 billion.

WHY TELEVISION? Television is the most authoritative, exciting, influential and persuasive communication channel . Source: Bruskin/Audits & Surveys Worldwide, Jan. 2000 Television Effectiveness 11 6 4 8 24 5 7 13 10 6 3 8 6 9 8 5 49 74 78 66 0 10 20 30 40 50 60 70 80 Most Authoritative Most Exciting Most Influential Most Persuasive Television Radio Newspaper Magazine Internet

Women: More Television Daily Time Spent Source: Nielsen Media Research, NTI Annual Averages 1997 1998 1999 2000 2001 2002 2003 1995 1996 1997 1998 1999 2000 2001 2002 2003 1995 1996 1997 1998 1999 2000 2001 2002 2003 1995 1996 1997 1998 1999 2000 2001 2002 2003 3:04 3:12 4:22 4:58 3:09 3:10 4:29 5:05 3:07 3:14 4:11 4:46 3:04 3:07 4:51 4:19 Men Women Teens Children

Top 25 TV Spot Categories* Rank Category $spent 2003 1 Automotive 3,783,483,400 2 Restaurants 1,309,803,870 3 Car & Truck Dealers 861,902,070 4 Telecommunications 663,956,660 5 Furniture Stores 638,671,220 6 Food & Food Products 553,833,450 7 Financial 491,242,390 8 Insurance & Real Estate 437,721,350 9 Travel, Hotels & Resorts 431,750,040 10 Leisure Time Activities & Events 419,965,040 11 Motion Pictures 385,158,590 12 Government & Organizations 379,739,620 *Includes both local and national spot activity Source: Television Bureau of Advertising (TVB) from estimates supplied by TNS Media Intelligence/CMR.

How Adults Learn About Products Source: TVB, Nielsen Media Research Custom Survey 2003

Television Advertising Has the Best Perception Among Adults Source: TVB, Nielsen Media Research Custom Survey 2003

Most Authoritative Medium Source: TVB and the MEDIACENTER,1998 52% 11% 26% 11% Television Magazines Newspapers Radio

Most Influential Medium Source: TVB and the MEDIACENTER,1998 80% 4% 8% 8% Television Magazines Newspapers Radio

Most Exciting Medium Source: TVB and the MEDIACENTER,1998 77% 7% 5% 11% Television Magazines Newspapers Radio

Most Believable Medium Source: TVB and the MEDIACENTER,1998 40% 14% 34% 12% Television Magazines Newspapers Radio

Customer lifecycle Value Cost of capture=$37, Breakeven is month 12 Average life is 30 months w/3.5% churn

Model: individual consumer

Customer lifecycle partners Hispanic Communications Gtech Blackstone SCIconnections AirTel Wireless American Wireless Cell Cards LLC Encompass Communications Prepaid Concepts Inc. PRE Solutions Inc. Q Comm International Vincent Huang & Associates iAgentnetwork Techynik MFG Inc. West Coast Distribution Inc. WolrdChoice Communications The Phonecard Warehouse PaySpot Hyde Company Smsmg.com Sprint Cost – no indication Billing: Bridgewater Systems Cost – no indication Convergys Cost – no indication Bridgewater Brightpoint Cost: Nokia 2285 - $117 Nokia 3586 - $ 117 Handset insurance eSecuritel Warranty AIG Warranty NEW Customer Service Companies Warranty Corporation of America Cell jewelry World Mobile Technologies Handset covers Cellular Factory EBK Manufacturing Ekatomi 3 rd party verification 3PV Cost Per call $ 0.75-3.00 DRTV Production Hawthorn Media Lexicon Marketing 60 sec. production: $50k 30 min. production: $150k Media buy: $30–50k/wk Market test 3 weeks: 60–90k Call center cost: $15k Media Buy Backchannel Media Handset packaging Plastic works Packaging Cost –design fee $4k Production cost TBC Phone Card Printing Display Pack PhoneCard Warehouse US1Com Inc. Allstate MVNE: Visage Mobile Bridgewater Systems Cost: $2.5m Legal & Licensing, Regulatory Regnum Group Law Offices of Thomas K. Crowe, P.C. POSA Card top ups Future distributors Add-on services Voice mail etc. Activation Network operator CRM Fulfillment Handset wholesalers Upsell (insurance) media, covers Order taking CRM Credit authorization First point of contact DRTV & Call center Phone packaging Offering design Concept & Production         

Launch Sept 05: Target 600K Breakeven is 140,000 users

Revenue Target: $155m Breakeven: 45,000 users Jan 06

Geographic: Breakdown Target is 0.60 m users

7.6m Hispanics in context Target: 600,000 users

Valuation based on EBITx10 Financing: (angel, VC, Operating) All amounts in million USD

Availability of common short codes Premium billing models Legacy handsets Web-based culture Culture within US Carriers SMS Market: Obstacles ‘ walled garden’ attitude. Focus has been on 2.5/3G rather than ‘here and now’ 2G (SMS) required for clear and simple marketing message to the viewer needs to be introduced to allows content owners to bill for content and a flexible range of price points older handsets still in the market – some unable to send and/or receive messages established market in web-based wireless devices e.g PDA’s EFFECT ISSUE

Availability of common short codes Premium billing models Legacy handsets Web-based culture Culture within US Carriers SMS: Overcoming Obstacles Change underway as Carriers see huge increase in SMS traffic with interoperability Central industry body to rent common short codes - Due Q4 2003 ‘ Big 6’ major carriers to implement premium billing Q1 2004 45% of current phones can receive and send SMS – increase of 20% on ‘02 Text msging grew 45% in teen market TV shows like ‘Pop Idol’ educating market ISSUE EFFECT

Goals & VC finance

Angel round: VC investment Salaries/staffing up Media trial & technical plans Office & setup 6 tickets x $250,000=$1.5m    Angel investment goals: Sr. team, Patent, Carrier agreement, partners & proof of marketing concept Anticipated end ticket value=$5.3m in 3yrs