| Netpliance Inc 7600A North Capital of Texas Highway
 Austin TX 78731 USA
 512-493-8300
 Toll Free: 888-467-3637
 Fax: 512-493-8399
 
 Company Website:  netpliance.com
 
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 Company Description
 
 We are pioneering a new model for delivering a simplified and more relevant
 Internet experience through consumer Internet appliances. In November 1999 we
 launched our i-opener service, an all-in-one Internet experience integrating an
 Internet appliance, access, and consumer portal. Our approach avoids the
 technological complexities generally associated with using personal computers,
 or PCs, and traditional Web browsers to access the Internet. We believe our
 solution provides a simple, seamless and relevant experience that appeals to
 both new and existing Internet users.
 
 Our i-opener service consists of the following three integrated elements:
 
 .i-opener Internet Appliance--our i-opener Internet appliance arrives
 preconfigured to a new user and ready to access the Internet. A user
 simply plugs the i-opener Internet appliance into an electric outlet,
 connects a phone line and is ready to enjoy the Internet. The sleek
 profile and attractive design of the i-opener Internet appliance allows it
 to be placed in high traffic areas such as the living room or kitchen,
 enabling our i-opener service to become a primary source of current news
 and information.
 
 .i-opener Access--our i-opener Internet appliance comes prepackaged with
 Internet access delivered over a nationwide dial-up network. Future plans
 include broadband delivery over DSL and cable. Our network architecture
 enables us to cache and download content to Internet appliances connected
 to our service, providing users instant access to this content.
 Additionally, our network allows us to manage the user's i-opener
 experience remotely by updating content and delivering upgrades and new
 applications to our users automatically, without user intervention.
 
 . i-opener Consumer Portal--our portal provides an entrance point to the
 Internet for our users and links them directly to consumer content and e-
 commerce sites tailored to their likely interests and needs based on age
 and geographic location. In the future we intend to tailor content to
 personal preferences. Our portal provides users access to our instant
 channels, e-mail, our Web Guide and Web Mall.
 
 Our objective is to establish our i-opener service as the leader in the new
 market of delivering simplified Internet services and network hosted
 applications through Internet appliances. We intend to consistently upgrade and
 customize the functionality of our i-opener portal and add new features to
 ensure user satisfaction. Our infrastructure, operating system and network are
 designed to support additional devices such as cellular and wireless telephones
 and other handheld communication devices. We also believe our installed base of
 devices, and our ability to remotely upgrade and deliver software to our user
 base through our network, will allow us to host new and emerging web-based
 applications and services.
 
 In December 1999 we entered into an agreement with GO.com, an affiliate of
 The Walt Disney Company. GO.com has agreed to serve as our exclusive provider
 of content for our children, family, sports, news and entertainment related
 categories for the cached instant channels on our i-opener portal. Also in
 December 1999, we entered into a non-binding agreement with US West regarding
 joint sales, marketing and distribution of our i-opener service through dial-up
 and DSL Internet access. Affiliates of each of US West and GO.com are investing
 in our Series D preferred stock.
 
 Netpliance was incorporated in Texas in January 1999 and will be
 reincorporated in Delaware upon the closing of this offering.
 
 
 
 
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