Niesar & Vestal LLP

Angel Law Forum

Presenters April 29, 2004

Everview
EverView has developed technology that guarantees the Viewability and the Legal Integrity of extremely long-term, electronically archived documents. Business and governments are moving to electronic archiving at a volume of 4 trillion documents per year, growing at 22%. The advent of new government regulations, such as Sarbanes-Oxley, has forced organizations to find better ways to archive documents. In addition, they are discovering the cost advantages to electronic archival. The average paper document is handled 19 times and costs $20 to archive. In addition, Executives spend 50% of their time looking for documents and only 15% reading them. 14% of all documents are lost or misfiled, costing $120 to find and $220 to replace. Everview aims to remedy this problem though its system of electronic authentication, indexing, search, and archival.

HandHeld Entertainment, Inc.
HHE is the developer of ZVUE!™, a handheld video and audio player for the consumer market. ZVUE! is the first full-color video/audio player at a mass market price. Thee player plays high-quality, skip-free video on an ultra-bright 2.5”(diagonal) color screen at 15+ frames per second, and delivers CD-quality stereo audio with 6 to 8 hours of battery life. We are currently offering our base-model player for $99 (company-direct and suggested retail price), and pre-recorded video segments between $6.99 - $14.99. We have also made available a premium version of the ZVUE!, at a suggested price of $149, which includes MPEG-4 encoding and decoding capacity so that consumers can create their own videos.
In the long term, we intend to become the preeminent supplier of high-quality compression / decompression software algorithms (“codecs”) to consumer product manufacturers. Our current codec, for which we are seeking patent protection, allows us to provide players and content at our target prices, and distinguishes us from our competition.

Betty Mills
The Betty Mills Company, LLC was founded in April of 2002, started taking orders in July 2002, and today has over 12,000 nationwide customers, with a forward annual run rate exceeding $4,000,000. Betty Mills has placed the historically old school and inefficient janitorial supply industry into its digital crosshairs, aiming to acquire a sizable portion of the online spending in this market. With a dramatic shift underway by businesses to purchase this category of goods online, there is a great customer land grab in the making, and Betty Mills is acquiring new customers at the approximate rate of over 1,000 per month with roughly 20-30% quarter on quarter growth.
Betty Mills achieved a revenue milestone in Q1 2004, surpassing $1MM during the 3 month period. The company maintains no inventory, and out-sources virtually all of its warehousing, distribution and delivery. Betty Mills’s founders, David Schulhof and Victor Hanna, have over 45 years of combined business experience in electronic commerce, management, direct marketing, operations and sales. They hope with Betty Mills to build a leading commercial brand for generations to come.

The Coliseum at Morgan Hill
The Coliseum at Morgan Hill is The South Bay's family destination for Sporting Excellence. Upon arrival, customers will experience a fun, vibrant, integrated, sports experience in South Santa Clara Valley. Our facility will showcase the joy, fun, and spirit of amateur athletics across a wide variety of sporting programs. We will partner with our customers to connect, form communities within our community, and endeavor to create an environment that endures and welcomes. Ultimately, we are committed to constructing a multi-dimensional sporting atmosphere worthy of hosting a family style Olympic Games style competition.
We firmly believe we are strongly positioned to take advantage of a number of opportunities unique to the South Bay. The South Bay demographic, represented by South San Jose, Morgan Hill, Gilroy, and communities south, do not currently have a multi-use, year round recreation center. In addition, the area has seen 7-10% annual growth rates over the past 5-7 years, with the growing population made up primarily of young families with upper-middle class incomes. Furthermore, the planned development of the Coyote Valley over the next 10-15 years will bring an additional 50,000 day-workers and 25,000 people within 5-7 miles of our facility. The Coliseum is at the forefront of this new growing recreational/hospitality market and has already established strong relationships to date with key community leaders.

MicroChip Cafe
Microchip Café is a “neighborhood computer services center”, which offers its services in a friendly, helpful environment. Microchip Café’s customers tend to run the gamut from small businesses requiring IT services (but who cannot afford an in-house staff), neophytes requiring hand-holding for routine tasks such as internet access, to individuals looking for repair services, to experienced users requiring scanning services, to customers in need of software and hardware that they may not have at home. Microchip provides high speed internet access, computer repair (both in-house and at customer premises), software/computer training (both individual and classes), maintenance contracts for individual users and small businesses, computer and parts sales and upgrades, gaming, and food and beverage service. This unique combination of services, plus its local reputation as the place to go for any computer-related services or problems, have made it a mainstay in the Park Slope, Brooklyn neighborhood in which it is located. Management believes that this concept can be “cloned” without losing the unique character of the business.

Zonda, Inc.
Zonda Incorporated is a Moraga, California based privately held diagnostic company. The company began as a research and development organization, specializing in the detection of microbial enzymes. The initial products utilizing the core technology were fluorogenic. Later, the technology was modified and the products became chromogenic, in a dropper bottle format. In 2003 the delivery system was changed and evolved into an entirely self-contained device, the current patented HandiLab format.
The HandiLab product line currently consists of tests for the detection of Chlamydia, Group A Strep, Candida albicans (yeast), and Gonorrhea. Tests for other microorganisms are under development. Besides the HandiLab product line, Zonda also produces two additional product lines, MicroQuik and MoniTek. Zonda’s MoniTek test is the only rapid direct method for detecting bacteria on a work surface, or a piece of equipment, to ensure food safety. In less than 20 minutes MoniTek indicates whether there are bacteria present higher than normal background levels.
Zonda is expanding the distribution of its products into a larger world wide market place. The company expects sales to increase in 2004 due to implementation of strategic alliances with distributors in key geographical areas.

Pay It Safe
Pay It Safe, Inc. - Pay It Safe is a privacy-assured (stored value) payment card that provides a flexible alternative to cash, credit cards and checks - for banked and unbanked consumers that have a desire for spending privacy, security and even anonymity - while allowing them to spend on-land and online without revealing private information such as name or even address.
Pay It Safe account holders can add value to their accounts – either in a retail outlet or online - and then spend that stored value with nearly any on-land or online merchant in the U.S. or abroad. Pay It Safe is safer than cash, more convenient and more widely accepted than checks, and easier to obtain and more private than credit or debit cards. Consumers can make purchases or reload their cards with total anonymity and an account-holders private information and purchase history can be fully protected and cannot be accessed by a merchant, a spouse or any other person or organization from whom consumers want to shield their identity and payment history. Pay It Safe can be used online or at any of 5 million brick-and-mortar merchants worldwide, such as restaurants, bars, hotels and any store that accepts ATM cards. Consumers have access to their funds, in local currency, 24 hours a day, 7 days a week at virtually any of nearly a million ATM machines worldwide. Additionally, proprietary technologies allow consumers to transfer funds between Pay It Safe account holders, make secure payments to on-land AND online merchants with a phone call, and even fund their accounts (load and reload) with a phone call, a credit card, a payroll check and more.

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