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NEXUS India Private Limited

Company Background Information December 1, 1999

Table of Contents I. Business Description and Corporate Background of NEXUS , Inc., USA...................................................3 The Company............................................................................................................................................3 The NEXUS Offerings............................................................................................................................3 II. Details of all worldwide collaborations.......................................................................................................4 III. Sample list of global customers and collaborators.....................................................................................4 IV. Details of annual sales and revenues of NEXUS .......................................................................................4 V. Financial status & resources of NEXUS .....................................................................................................4 Financial overview....................................................................................................................................4 Details of Directors and Key Executives..................................................................................................5 Report of the Directors.............................................................................................................................8 Report of the Auditors..............................................................................................................................8 Consolidated Profit & Loss Account........................................................................................................8 Consolidated Balance Sheet.....................................................................................................................8 Principal operating subsidiaries and associated Undertakings.................................................................8 Annual Reports of the previous 2 financial years.....................................................................................8 VI. Human Resources of NEXUS ..................................................................................................................8 VII. Proposed activities of the company in India.............................................................................................8 VIII. Benefits of this project in India................................................................................................................9 IX. Details of products, technology and services that NEXUS proposes to introduce into India...................9 Technologies Used in Development.........................................................................................................9 Hardware and Software Environment.....................................................................................................11 Current Configuration.............................................................................................................................12 Development Process..............................................................................................................................13 Development Team.................................................................................................................................14 X. Export potential..........................................................................................................................................15 XI. Project cost details ..................................................................................................................................15

I.

Business Description and Corporate Background of NEXUS , Inc., USA

The Company NEXUS , founded in 1998 by Dr. Mady Jalinous, is a leading creator and operator of a series of interconnected business-to-business (B2B) electronic marketplaces where small and medium sized enterprises (SMEs) around the world can fully engage in e-commerce. NEXUS offers an integrated, multi-mechanistic e-commerce application platform that empowers business communities to create and manage a variety of electronic marketplaces where their member companies can participate in the full range of commerce activities. NEXUS also provides SMEs with a complete suite of e-commerce tools and services that enable them to participate in the electronic marketplaces created by NEXUS and the business communities. NEXUS generates revenues from subscriptions to e-commerce tools and services, advertising, transaction fees, content sales and professional services. NEXUS is partnering with leading global business communities such as the National Association of Manufacturers (NAM) and Dun & Bradstreet to create business-to-business industry and trade marketplaces, jointly marketing e-commerce tools and services to SME companies around the world. NEXUS targets business communities such as trade associations, global commerce providers, trade show organizers and world trade organizations to provide e-commerce solutions to SMEs and is firmly positioned at the convergence of the four fastest growing trends in the global economy: B2B e-commerce growth is forecast to reach over $1.3 trillion in 2003; approximately 30 million businesses worldwide want to identify, qualify and conduct business online; SMEs, consisting of 98% of all businesses, will continue to adopt e-commerce solutions; and online business communities are estimated to grow to over 10,000 in 2002. The NEXUS Offerings The NEXUS e-commerce solution, Universal Business Exchange, integrates three comprehensive offerings into a single platform addressing the specific needs of “natural” business communities and their member companies. For business communities, Universal Business Exchange offers four co-branded integrated electronic marketplaces: The Virtual Tradeshow, The Product Showcase, The Offer Exchange and The Auction House, providing their member-companies access to a variety of business services, industry content and e-commerce products and services. For SME member companies, Universal Business Exchange provides e-commerce tools and services allowing them to create a complete Internet e-commerce presence within their business community’s electronic marketplace and to successfully engage in e-commerce. These tools and services include a Directory Profile, a virtual Tradeshow Booth, Web Site, Product Catalog, Offer Manager, Distribution Chain Builder, and Auction. In addition, the Universal Business Exchange provides integrated support services to help companies consummate transactions within the e-marketplaces. These services include verification and due diligence support, transaction and payment support, transportation and logistical services and extensive reporting services. The Universal Business Exchange also offers a

variety of resources to the business community, its member companies and visitors such as community news, industry news and financial reports, and community forum. II.

Details of all worldwide collaborations

NEXUS , Inc., based in Washington, DC, has offices in Ottawa, Canada and Pune, India. The company has strategic alliances with leading global technology, content and service providers including Dun & Bradstreet, Dialog, UPS and CyberCash, and is actively pursuing other alliance partners around the world. III.

Sample list of global customers and collaborators

The National Association of Manufacturers – The NAM is the largest manufacturing organization in the world with 350+ Industry trade associations & 100 State and Employer Group Manufacturer associations, and 14,000+ direct manufacturing member companies. The Auto Parts Rebuilders Association - The Automotive Parts Rebuilders Association (APRA) is an association of over 2000 member companies that rebuild automotive related "hard" parts, such as starters, alternators, clutches, transmissions, brakes, drive shafts, and numerous other parts for passenger cars, trucks, off-road, equipment and industrial uses. The National Confectionery Association - Founded in 1884 in Chicago by representatives of 69 confectionery manufacturing firms, the National Confectioners Association (NCA) is one of the oldest, most respected trade associations in the world. Today, with over 500 member companies, NCA is the major association representing the entire confection industry, offering education and leadership in manufacturing, technical research, public relations, retailing practices, government relations, and statistical analyses. IV.

Details of annual sales and revenues of NEXUS

NEXUS expects to generate revenues in Q1 of 2000. The following table highlights its financial projection in the next four years.

V.

(Fiscal Year ending 12/31) Gr oss R eve nu es

200 0 (E)

2 001 (E)

20 02 (E)

200 3 (E)

Cost of Reve nue s

1,246

5,578

16,264

41,455

Gr oss P rofit

2,215

12,090

38,992

105,964

Opera ting Expens es

10 ,73 5

19,777

41, 022

76 ,92 9

Opearing I ncom e Operating Margin

(8,520) NA

(7, 68 7) NA

(2,030) NA

29,035 20%

3,461

17,668

Financial status & resources of NEXUS

Financial overview

55,256

147,419

NEXUS raised $2 million in its initial round of financing in July 1998 and used the proceeds to acquire the software assets from Global Business Alliance Inc., a pioneer in the use of electronic e-commerce for international trade. Since then, the company has completed the development of a new, web-based version of its software, started pilot installations with several business communities and established strategic marketing relationships with Dun & Bradstreet, Dialog, the National Association of Manufacturers, the National Confectionery Association, and others. The software asset, which transferred to NEXUS Inc., has a total value based on development cost alone, of over $15 million. The company raised $7 million in its second round of financing in June 1999. It is using the proceeds for investment in staffing, service enhancements and marketing. NEXUS is currently seeking investment of $30 - $35 million from either strategic investors or financial institutions. About $12 –16 million of the proceeds will be used for building the sales, marketing and account management team, direct marketing and advertising. Approximately $6 - 10 million will be used in operations and customer support. The rest of the proceeds will be used for further enhancement of the products and general administrative. Details of Directors and Key Executives The executive management team, led by Dr. Mady Jalinous, combined has over 85 years of management experience in electronic commerce, Internet, software and telecommunications industries. The team includes former senior e-commerce and Internet talent from AOL, IBM, eFusion, MCI-Worldcom, Bell Atlantic Internet Services, Open Text and MICROS. Dr. Mady Jalinous –President, Chief Executive Officer and Director The President and CEO of NEXUS is Dr. Mady Jalinous. Dr. Jalinous is an international economist and noted pioneer in electronic commerce. He is known as a pioneer of global commerce information architect. He is generally recognized as a leading authority in electronic commerce in the United States. He created and commercialized the first global electronic commerce exchange in the world known as IBEX. Prior to NEXUS , he was the co-founder and Chairman of Global Business Alliance Inc., a partnership with the United States Chamber of Commerce, where IBEX was promoted to Chamber members in the US and around the world. He has served as President and CEO of three information technology companies in the field of global commerce. He received his Ph.D. from the University of Colorado. He was also a postgraduate fellow at Harvard University and a lecturer at UCLA for several years. Dr. Jalinous is the architect of NEXUS , and is responsible for the day-to-day operations of the company. Michel Heitstuman, C.P.M. – Vice President Corporate and Business Development Michel Heitstuman is Vice President Corporate and Business Development for NEXUS and responsible for developing all strategic alliances. Mr. Heitstuman was most recently Principal of Global Telecom Alliance where he led a strategic partnership to acquire a London-based, multinational telecommunications and Internet services company. Mr. Heitstuman co-founded the America Online business-to-business division, AOL Enterprise and, as Director of Business Development, was responsible for the operations

of the division including development of strategic alliances, marketing and production. Prior to joining AOL, Mr. Heitstuman served in various marketing, business development and procurement positions with IBM. He has over 15 years experience in international business development. Mr. Heitstuman has earned the title of Certified Procurement Manager (C.P.M.) by the National Association of Procurement Managers. Mr. Heitstuman has an MBA in Finance from George Washington University and was awarded a Fulbright scholarship to conduct research in intellectual property law and international trade. David Helfgott – Vice President Marketing David Helfgott is Vice President Marketing for NEXUS , and is responsible for both domestic and international marketing strategy and programs. Prior to joining NEXUS , Mr. Helfgott was Director of European Market Development for eFusion, Inc. and was responsible for cultivating the IP telephony applications market in Europe for network operators, electronic commerce service providers and Internet merchants. He has over 13 years experience in the Telecom and Internet industries. His background includes extensive experience as a Senior Manager for both Bell Atlantic Internet Solutions, where he led the development of BAISs e-commerce strategy centered on Internet-based communities, and MCI Telecommunications, where he developed Internet e-commerce and call center outsourcing services. Mr. Helfgott has an MBA from the Darden School at the University of Virginia. Said Khosrowshahi – Acting Vice President Technology Mr. Said Khosrowshahi acts as the Vice President of Technology for NEXUS . During His 17 years in information technology development and management, Mr. Khosrowshahi has developed a wide range of electronic commerce applications for major corporations and communities and has successfully led large software development teams. As founder and CEO of Trident Systems, Inc., an ISP and leading systems integrator of Internet applications, he was extensively involved in the development of ecommerce products including electronic catalogues and other transaction based services. Mr. Khosrowshahi has a Masters degree in Systems Engineering from MIT and an MBA from Harvard University. Ron Stead – Vice President Customer Satisfaction Mr. Ron Stead, Vice President Customer Satisfaction, brings over 20 years experience in the information technology industry with the past 5 years focused on the Internet and web-based technology. As Vice President, Business Development with Open Text Corporation Mr. Stead was responsible for the successful initial implementation of the Open Text Livelink product and set the precedent for future implementation methodology. In previous assignments, Mr. Stead held senior positions at NCR and Burroughs Corporation (now Unisys). Mr. Stead’s experience includes sales, marketing, customer satisfaction, P&L, and technical management. Mr. Stead holds an MBA from Southern Illinois University. Robert L. Moon - Vice President Operations

Mr. Robert Moon is Vice President Operations for NEXUS and has extensive experience in operations development and systems and database management. At NEXUS , Moon is responsible for providing oversight to all service operation activities and ensuring the ongoing operation of the NEXUS system. Prior to NEXUS , Moon served as Vice President & Chief Information Officer of Micros, an international high technology company providing point of sale and property management systems. His background also includes a position as Director of Information Systems for the Office of Naval Research where he transitioned its information systems and also created and managed the centralized Help Desk, user-training program and network management team. Moon has also served as a senior consultant to KPMG, specializing in commercial aerospace, program management. Moon received a B.S. in Engineering & Technology Management from the U.S. Naval Academy and completed graduate studies in Management of Science and Technology from George Washington University. The Board of Directors includes Peter Sandiford, Mady Jalinous and Zaid Saleh. Peter Sandiford – Chairman of the Board The Chairman of the Board of NEXUS is Peter Sandiford. Mr. Sandiford has an extensive track record in building and managing successful information technology businesses. Mr. Sandiford co-founded Global Business Alliance Inc., the company that pioneered the technology utilized by NEXUS . Prior to establishing GBA and NEXUS , he was President and Vice Chairman of SHL Systemhouse, an international systems integration company. In the ten-year period he held these positions, SHL revenues grew from $35 million to over $1 billion. Mr. Sandiford received an MS degree from the University of California. He is a past Director of the Information Technology Association of America and has served as Director of a number of private and public corporations. Dr. Mady Jalinous –President, Chief Executive Officer and Director The President and CEO of NEXUS is Dr. Mady Jalinous. Dr. Jalinous is an international economist and noted pioneer in electronic commerce. He is known as a pioneer of global commerce information architect. He is generally recognized as a leading authority in electronic commerce in the United States. He created and commercialized the first global electronic commerce exchange in the world known as IBEX. Prior to NEXUS , he was the co-founder and Chairman of Global Business Alliance Inc., a partnership with the United States Chamber of Commerce, where IBEX was promoted to Chamber members in the US and around the world. He has served as President and CEO of three information technology companies in the field of global commerce. He received his Ph.D. from the University of Colorado. He was also a postgraduate fellow at Harvard University and a lecturer at UCLA for several years. Dr. Jalinous is the architect of NEXUS , and is responsible for the day-to-day operations of the company. Zaid A. Saleh - Director, Board of Directors Mr. Zaid A. Saleh is a Director on the NEXUS Board of Directors. Mr. Saleh is the President of SCIG, the first round investor in NEXUS , and CIPC Technologies, both located in Toronto, Ontario. CIPC is a leading computer manufacturer based in Toronto with sales throughout North America, Europe and the Middle East. Mr. Saleh has a

Computer Science Degree from the University of Belgrade and extensive post graduate studies. He serves on the Board of Directors of a number of information technology businesses, all with major international focus. Report of the Directors No Director meeting reports are available. Report of the Auditors NEXUS has hired KPMG LLP as its auditor and is in the process of preparing the audited financial statements for the last six months of 1998. Consolidated Profit & Loss Account Please refer to attached file. Consolidated Balance Sheet Please refer to attached file. Principal operating subsidiaries and associated Undertakings NEXUS has no subsidiaries other than the once presently being set up in India and known as NEXUS India Private Ltd. Annual Reports of the previous 2 financial years NEXUS is only 15 months old and has not published an annual report. VI.

Human Resources of NEXUS

NEXUS currently has 43 employees, 31 of which are software engineers. Most of its engineer staff (29) is located in India. The company anticipates increasing staff to a total of 77 by year 2000 and 245 by fiscal year 2003. Sales & marketing (based on comm) Customer support Operations Development Business Development Administrative Total

VII.

20 00 11 9 6 40 6 5 77

200 1 26 28 7 45 7 6 11 9

20 02 50 56 8 50 9 7 180

200 3 94 65 8 55 15 8 24 5

Proposed activities of the company in India

NEXUS India Private Ltd. will principally be involved in the activity of research and development, software and related technology development associated with the Internet, e-commerce and software integration.

VIII. Benefits of this project in India • • •

Employment generation Technology inflow Foreign exchange impact

IX. Details of products, technology and services that NEXUS proposes to introduce into India The NEXUS offering, Universal Business Exchange, is a web-based application platform utilizing the leading state-of-the-art Internet and e-commerce technology, providing the capability to meet the rapidly changing functional demands of user communities and their member company, and is a flexible and scalable architecture that allows NEXUS to scale its operations to meet the rapidly growing customer base. In addition, NEXUS has added customer support and professional services to the e-commerce solutions enabling customers to adopt and use the service freely. This section will discuss the underlying technology and development methodology used to develop the Universal Business Exchange. Technologies Used in Development The NEXUS Universal Business Exchange is a web-based solution for the conduct of global electronic commerce. As such, the development and deployment of the data management software requires state-of-the-art development tools. NEXUS has selected the Allaire Cold Fusion development environment. The Cold Fusion tool set provides NEXUS the capability to rapidly meet the functional demands of member user communities because it is a web-optimized tool set that combines the server-side Cold Fusion Markup Language (CFML) with the Hypertext Markup Language (HTML). CFML provides the ability to control the behavior of applications, integrate a wide range of server technologies, and dynamically generate the content returned to the Web browser. Cold Fusion provides the ability to quickly and easily integrate the three broad areas of technology that are the basis of Web applications: Browser, Server and Database. On the client side, NEXUS uses the Cold Fusion applications to employ the Web browser as a universal client and user interface, thus enabling any of the technologies supported by Web browsers to create user interfaces. On the server side, the NEXUS application of Cold Fusion integrates all of the major services offered by the Web, including directory services and email. For database integration, NEXUS employs the Cold Fusion Professional Edition to eliminate any constraints imposed by the selection of database engines, such as Microsoft SQL Server or Oracle. A primary reason for the selection of the Cold Fusion tool set is that any system NEXUS develops must scale because it is built on a multi-threaded service architecture that supports advanced features, such as just-in-time compilation and caching, to ensure high performance on the most demanding sites. Since the NEXUS product offering is global

in nature, the Cold Fusion deployment platform provides the ability to employ multiserver clusters because the system has native load balancing and fault resistant characteristics to serve high volume, transaction intensive applications reliably. NEXUS also uses JavaScript for performing client side operations mainly to achieve the functions of client side validations and also because of an easier User Interface. This helps in reducing the network traffic to the server to a large extent and therefore improves the performance of the system. NEXUS exploits the strength of stored procedures offered by the Microsoft SQL Server RDBMS platform to provide an extremely fast search capability. This process enhances both the performance of the Offer Exchange and the user experience when locating data. As the Universal Business Exchange grows, NEXUS must be able to quickly conform to emerging standards and embrace additional capabilities. The Cold Fusion platform is extensible with a wide range of technologies, including: • Emerging standards such as the Extensible Markup Language (XML) and Common Object Request Broker Architecture (CORBA); • Security services on every level from development through deployment; and • Multilingual feature to present products in different languages.

Hardware and Software Environment Production System

Figure 6.1. Planned System Configuration

Figure IX.1: NEXUS Planned System Configuration The planned production system, responsible for the real-time support of communities, member companies, and the NEXUS Electronic Community, is a robust, redundant, highly reliable, secure state-of-the-art implementation. The key features considered in the design of the system are: • The number of potential application clients is typically unlimited; • ZERO tolerance for variation in availability, ZERO tolerance for variation in performance; • The use of a multiple ColdFusion/Web Servers is probably required to meet the service level requirements of the hosted applications during peak periods. The supporting hardware and software consists of Microsoft NT web servers on the front end (where web traffic is managed) and Sun Microsystems UltraSparc processor coupled with Redundant Arrays of Inexpensive Disks (RAID) executing the Sun’s Solaris operating system on Oracle relational database system. The choice of the Sun UltraSparc and Oracle combination conforms to the industry standard for mission-critical information systems. The current technology plan provides for clustered web servers, redundant file servers and replicated databases to ensure the highest possible availability of the NEXUS system for subscribers. NEXUS is committed to providing the highest level of customer service and customer support. The hardware and software supporting the NEXUS software suite has been selected to ensure a high level of performance, responsiveness and scalability in response

to rapid growth. The NEXUS back office system is managed in-house and in conjunction with its selected technology partner for Internet hosting, Trident Systems Inc. The system employs “best of breed” technologies to ensure the highest level of support for NEXUS subscribers. For example, NEXUS has standardized on Compaq multi-processor servers for the backbone of the hardware suite and Sun servers for the database systems. Current Configuration The current configuration as compared to that as depicted in Figure IX.1 and is expected to meet the needs of NEXUS ’ customer base during the first six months of production deployment. On the production section, NEXUS employs a Router and Load Balancer connecting the system to the Internet. The next level down consists of two web servers that share the load of subscribers between them. A file server and database server is directly connected to the web servers. In addition, a Sun Microsystems UltraSparc is deployed for the operation and management of the Dun & Bradstreet World Base system. The current system environment deployed to support the NEXUS Electronic Marketplace service includes such industry standard systems as the Microsoft Windows NT as the operating environment, Microsoft Internet Information Server as the web server, Cold Fusion Server as application server, and Microsoft SQL Server as the database server. The Sun Microsystems UltraSparc that hosts the DNB World Base database runs with the Solaris Operating system, Sun Java Web server, Cold Fusion Server and Oracle Database Server. The Microsoft Internet Information Server brings unprecedented power, both as a Web server for corporate Intranets and public Internet sites and as the superior platform for the next generation of line-of-business applications. To support the data requirements of the service, the Microsoft SQL Server is currently employed to enhance the performance, reliability, and scalability by making the processes of developing applications, managing systems, and replicating data easier than ever. To support the DNB World Base, currently 19GBs of data, the Sun Microsystems Sparc, with the Oracle relational database system, is used to manage the database and to search and retrieve records with relative ease and efficiency. The size of the database is the primary reason for maintaining this system separately from the main production database. With regards to the testing Section, NEXUS has a single server it this point which hosts both the web server and the database server. This will be enhanced in the next round of upgrade to a separate server for the database and multiple web servers to simulate the actual product environment. The Development Section is available in our India office where the development is in progress. Although the current software exceeds the capabilities of the nearest competitor, the Internet environment is a dynamic one, and NEXUS development plan for both the products and the platforms upon which they execute already anticipates the trends and focuses on leading edge technology to remain highly competitive. The next release of the

product is in the design phase and promises richer functionality and greater user intuitiveness. Development Process The NEXUS development team employs the Software Engineering Institute Capability Maturity Model (SEI-CMM) as the basis for building the software life cycle. The SEICMM model describes the essential practices associated with developing reliable and reusable software that is delivered on time and within budget. The practices are organized by level of maturity so that each maturity level captures the progressions from an immature, unrepeatable software process to a mature, well-managed software process. The development methodology is best summed up as a continuous process improvement that is based on many small, evolutionary steps, rather than revolutionary innovations. Our implementation of the Capability Maturity Model employs the following steps of development pattern: 1.

2.

3.

4.

5.

6.

Requirements Management: Requirements are defined and forwarded from the President (and system architect) of NEXUS with input and review from the senior management staff. Requirements are reviewed, analyzed and the results are documented in the review report. Design Process: Basic functional design is developed from the requirements and analyzed for interoperability effects on other areas within the product and for database integrity. Further analysis of requirements is applied to determine the functionality based on business rules established by NEXUS senior staff. Presentation views are then defined and illustrated to correspond to the underlying functional requirements. Once all presentation views are graphically depicted, a presentation package is prepared. Database requirements are defined to maintain backward compatibility and forward system requirements. Efficiencies and accessibility issues are addressed. Staff Review Process: The design phase package is forwarded to the NEXUS senior staff for review and comparison with corporate technology goals and product capabilities. Changes and recommendations are documented and forwarded to the development staff. Design Change Control: The design change package prepared by NEXUS senior staff is reviewed and documented through the same analysis process as the initial review procedure. Any discrepancies between desired changes and technological limitations are communicated to the NEXUS senior staff for further analysis and recommendation. Development and Coding Process: The development process is executed under the strict guidance of industry standards for Graphical User Interfaces (GUI), product presentation consistency, database integrity, and internet protocols. Specific emphasis is placed on insuring a multilingual capability with all principal presentation text maintained in a database structure providing the ability to switch between languages on the fly. Considering the global nature of the product this is a critical success factor. Code Review Process: As each module is developed, the code, presentation pages, and database entries are validated against industry standards and corporate technology standards. Interoperability issues are analyzed to eliminate conflicts in code and detrimental effects on the functionality.

Testing Procedure: Each revised and new module is tested following a clearly defined model consisting of the desired functionality, presentation consistency, database integrity, code interoperability, and accessibility for the user. The final test procedure is executed with a select group of customers. Each discrepancy is reviewed and corrected and the final product is handed to the release management team. 8. Release Management Process: The release product is tested for ease-of-use and intuitiveness and provided to the documentation team to provide help content, frequently asked question content, and training materials. Product marketing will work closely with the release management team to insure the product meets industry and corporate goals. Product marketing addresses marketplace and promotional issues and prepares the product for general release. See the marketing section for further detail. 9. Product Release: Once the release management team completes a thorough review, documentation requirements, and training requirements, the product is released to the user community. 7.

Development Team With regard to product development, a team of 29 highly skilled software engineers employs the latest “best-of-breed”, web-centric development tools, such as Cold Fusion, JavaScript and SQL to develop the NEXUS service suite. The development mission is to produce the best standards-based, open architecture software suite that meets the most exacting needs of our electronic commerce subscribers. The development team, as illustrated below, consists of software engineers working with the structure defined in the illustration. The Director of Software Development reports to the President of NEXUS Inc. The majority of the engineers are under contract working exclusively on NEXUS development through Trident Systems Inc. in Pune, India. NEXUS has a Sr. Project Manager, employee in India, in charge of the development team. This arrangement allows NEXUS to develop the web-based Universal Business Exchange in a very cost-effective manner.

Figure IX.2: NEXUS Software Development Team D ire c to r, S o ftw a re D e v e lo p m e n t

S r. P ro je c t M a n a g e r

Q u a lity O ffic e r

P ro je c t M a n a g e r

D e v e lo p m e n t T e a m L e a d e rs

D e v e lo p e rs

G U I D e s ig n e r

G ra p h ic A rtis ts

T est T eam Leader

T e s te rs

NEXUS senior development staff in the United States manages the development process and provides the software design, user interface design, and guidance to the staff of the development team in India. X.

Export potential

NEXUS ’ potential to export software and knowledge is great. NEXUS expects to export approximately $400,000US per year in software development value. XI.

Project cost details

NEXUS projected cost details are outlined in the attached file.

XII.

Revenue & profit projections NEXUS Revenue and Profit projections are explained in the following diagram. (Fiscal Year ending 12/31) ($000s)

Gr os s R eve nue s

Subscription Advertising Transactions Professional Services Content Gross Revenues

Cost of R eve nue s

Subscription Advertising Transactions Professional Services Content Cost of Revenues

Gr os s Prof it

Subscription Advertising Transactions Professional Services Content Gros s P rof it Gross Margin

2000 (E)

2001 (E)

2002 (E)

2003 (E)

2,051 219 115 589 487 3,461

10,332 1,497 1,067 2,319 2,453 17,668

31,192 4,704 6,693 5,260 7,407 55,256

71,404 10,771 36,530 11,759 16,955 147,419

426 10 17 355 438 1,246

1,730 34 160 1,447 2,208 5,578

5,027 101 1,004 3,466 6,666 16,264

12,735 232 5,479 7,749 15,260 41,455

1,625 209 98 235 49 2,215 64%

8,602 1,464 907 872 245 12,090 68%

26,165 4,603 5,689 1,794 741 38,992 71%

58,669 10,539 31,050 4,010 1,696 105,964 72%

XIII.

Details of proposed Research & Development activities

XIV.

List of prospective customers in India

India Chamber of Commerce FICCI XV. Areas where NEXUS ’ technology can be implemented in India, along with a list of industries, which would derive benefit of the new technology NEXUS ’ technology can be implemented in India with any business community or business seeking to utilize the Internet to conduct business and commerce. NEXUS makes it easy for businesses to exchange goods and services via a secure network infrastructue.

XVI. Organization chart of the company P re s id e n t & C E O M a d y J a lin o u s V ic e P r e s id e n t V ic e P r e s id e n t V ic e P r e s id e n t V ic e P r e s id e n t V ic e P r e s id e n t XVII. along requesting P r o d u c Total t D e v e l o p m investment ent C o r p o r a t e / B uproposed s in e s s D e v . S a l e s & M awith r k e t i n g reasons O p eand r a t i o n s justification F i n a nfor ce S . K h o sro w sh a h i M ic h e lH e its tu m a n D a v id H e lfg o tt Rob M oon tb d permission for 100% equity holding in an Indian company (a c tin g )

D ire c to r A p p lic a tio n D e v e lo p m e n t S u re s h R a m a k ris h n a n

D ire c to r S tra te g ic P a rtn e rs tb d

M a rk e tin g C o m m u n ic a tio n s S e n io r M a n a g e r M ik e L e w is

D ire c to r C u s to m e r S e rv ic e tb d

XVIII. Brief details of Intellectual Property held by NEXUS

C o m p tro lle r D a v id K a u p p i

NEXUS has taken initial steps to establish a registered patent for the Community Builder product and the NEXUS Offer Exchange process, which will establish a high barrier to potential competitors. NEXUS believes that this new Community Builder software and the process followed within the Business Exchange are sufficiently innovative that patents will be approved. S e rv ic e D e v e lo p m e n t

D ire c to r A llia n c e s F ra n k L i

C hannel M anager D o m e s t ic /In t 'l tb d

V ic e P re s id e n t C u s to m e r S a tis fa c tio n R o n S te a d

In d ia D e v e lo p m e n t Team (2 9 D e v e lo p e rs )

D ire c to r In te rn a tio n a l P a rtn e rs & A llia n c e s

S a le s /A c c o u n t M a n a g e m e n t D ire c to r tb d

S y s /A d m in

D ire c to r N e w B u s in e s s D e v e lo p m e n t

P ro d u c t M a rk e tin g D ire c to r tb d

O ffic e M a n a g e r

NEXUS is in the process of completing worldwide trademark and servicemark protection of its key product and service names, including: NEXUS , NEXUS Resource Center, Universal Business Exchange, and NEXUS Business Exchange. NEXUS already holds 28 trademarks in 18 different countries. D ire c t M a rk e tin g P ro g ra m s S e n io r M a n a g e r A m e lia F o x

ABSOLUTELY NO WARRANTIES ARE MADE REGARDING THE SUITABILITY OF THESE FORMS FOR ANY PARTICULAR PURPOSE. IT IS ADVISABLE THAT IMPORTANT DOCUMENTATIONS ARE PREPARED OR VETTED BY EXPERT. LEGAL ADVICE OF ANY NATURE SHOULD BE SOUGHT FROM COMPETENT, INDEPENDENT, LEGAL EXPERT IN THE RELEVANT JURISDICTION. [ Chamber Practice ]