Private Holdings (6/30/2000): Private Company Equity Holdings of Comdisco Ventures Group as of June 30, 2000 Commitments Greater than $3 million Communications & Networking 2Wire, Inc. AccessLan Communications, Inc. Mahi Networks, Inc. MainStreet Networks, Inc. Mapletree Networks, Inc. Accordion Networks, Inc. Agility Communications, Inc. Airspan Communications Corporation MimEcom, Inc. New Edge Networks, Inc. Applicast, Inc. Octave Communications, Inc. Atmosphere Networks, Inc. Optical Micro-Machines, Inc. Avici Systems, Inc. Optical Solutions, Inc. Bandwidth9 Optimight Communications, Inc. Oresis Communications, Inc. BridgeWave Communications, Inc. BrightLink Networks, Inc. Pluris, Inc. Caly Networks, Inc. Positive Communications, Inc. Chorum Technologies, Inc. ProactiveNet, Inc. Cinta Corporation QuantumShift COLO.COM Quintessent Communications, Inc. Corvis Corporation Santera Systems, Inc. Shoreline Teleworks, Inc. Crescent Networks, Inc. eConvergent, Inc. Endgate Corporation SingleSourceIT, Inc. Equinix, Inc. Speedera Networks, Inc. eVoice, Inc. dba TalkStar.com Telegis Networks, Inc. Exterprise, Inc. Telencomm, Inc. Telera, Inc. Flashcom, Inc. Tellium, Inc. Geyser Networks, Inc. Urban Media, Inc. Gigabit Wireless, Inc. Gotham Networks, Inc. Vectris Communications, Inc. Indus River Networks, Inc. Vertical Networks, Inc. Video Networks, Inc. iPass, Inc. Wavtrace, Inc. Jetstream Communications, Inc. White Rock Networks, Inc. Lantern Communications, Inc. Yipes Communications, Inc. LGC Wireless, Inc. Zaffire, Inc. Computer Hardware & Semiconductors Aptix Corporation Silicon Spice, Inc. Censtor Corporation Siros Technologies Chip2Chip, Inc. Stream Machine, Inc. Cielo Communications, Inc. Transmeta Corporation Gemfire, Inc. Monterey Design Systems Veridiem, Inc. Volterra Semiconductor Corporation Silicon Access Technology, Inc. ZettaCom, Inc. 87 <PAGE> Internet Affinia, Inc. Impresse Corporation Agillion.com, Inc. Indulge.com, Inc. Andale, Inc. Asera, Inc. InPurchase, Inc. Interactive Transaction Services, Inc. Autodaq Corporation iOwn Holdings, Inc. BenefitPoint, Inc. iProperty.com, Inc. Bestoffer.com, Inc. IQ commerce Corporation Bigstep.com Kinzan.com BlackHog, Inc. Blue Nile, Inc. Liaison Technology, Inc. Lipstream Networks, Inc. Bowstreet.com, Inc. living.com Inc. Lucy.com, Inc. Bravanta.com, Inc. (formerly BravoGifts.com, Inc.) MetaTV, Inc. Brigade Solutions, Inc. Miadora, Inc. Brightware, Inc Mobshop.com, Inc. (formerly Broadband Sports, Inc. Accompany, Inc.) Carstation.com, Inc. MoneyLine Network, Inc. Celarix, Inc. myCFO, Inc. Cereva Networks, Inc. Myplay, Inc. Chip Shot Golf Corporation Myteam.com, Inc. Christianity.com, Inc. Naisa Systems, Inc. Naxon Corporation Circline, Inc. NetFlix.com, Inc. ClickRadio, Inc. NONSTOP Solutions, Inc. Cohera Corporation Collabria, Inc. NowDocs.com, Inc. Obongo, Inc. comScore Networks, Inc. Dental X Change, Inc. Desktop.com, Inc. Ofoto, Inc. DoughNET Inc. OpenTable.com, Inc. OurHouse.com, Inc. Dunk.Net eBates Shopping.com, Inc. PayMyBills.com, Inc. perksatwork.com, Inc. eCoverage, Inc. eGroups, Inc. Petopia.com, Inc. Pogo.com Inc. ePhysician, Inc. Primary Knowledge, Inc. Embark.com, Inc. PurchasingCenter.com, Inc. Qpass, Inc. EqualFooting.com, Inc. Quickdot Corporation eSprocket Corporation essential.com, Inc. Resonate, Inc. e-STEEL Corporation RocketTalk, Inc. EthnicGrocer.com, Inc. Sameday.com Firedrop, Inc. Firstlook.com, Inc. Scale Eight, Inc. ServiceLane.com, Inc. Food.com, Inc. ShoppingList.com, Inc. Furniture.com, Inc. Shutterfly.com, Inc. Gator.com Corporation SocialNet.com Great Entertaining, Inc. StockPower, Inc. Topica, Inc. Greenlight.com HomeGain.com, Inc. Vividence Corporation WebSwap, Inc. Homes.com, Inc. HomeWarehouse.com, Inc. Xtra On-line Corporation IAM.com, Inc. iExchange.com, Inc. Zambeel, Inc. Zoho Corporation 88 <PAGE> Life Sciences Accumetrics, Inc. Eos Biotechnology, Inc. Acusphere, Inc. FeRx Incorporated Adesso Specialty Services Idun Pharmaceuticals, Inc. Advanced Medicine, Inc. Inspire Pharmaceuticals, Inc. Align Technology, Inc. InterVentional Technologies, Inc. American WholeHealth, Inc. Kelson Physician Partners, Inc. PercuSurge, Inc. Anadys Pharmaceuticals, Inc. Radiant Research, Inc. (formerly ScriptGen TheraSense, Inc. Pharmaceuticals, Inc.) Argonaut Technologies, Inc. XenoPort, Inc. asterion.com, Inc. Cryogen, Inc. Cytokinetics, Incorporated Software & Computer Services 2Bridge Software Luminate Software Corporation Acta, Inc. MarketTools, Inc. Allegrix, Inc. Market-Touch Corporation Angara E-Commerce Software, Inc. NewChannel, Inc. Annuncio Software, Inc. NightFire Software, Inc. Arbortext, Inc. NUASIS Corporation Broadsoft, Inc. Portera Systems Corio, Inc. DataCore Software Corporation Pretzel Logic, Inc. Docent, Inc. Shym Technology, Inc. Support.com, Inc. (formerly Tioga eALITY, Inc. Systems, Inc.) eDocs, Inc. TANTAU Software, Inc. Efficient Market Services Torrent Systems, Inc. Flashpoint Technology, Inc. Trellix Corporation Instill Corporation TriStrata, Inc. Integral Development Corporation ValiCert, Inc. Linguateq, Incorporated LinuxCare, Inc. Virtual Growth Incorporated Worldstreet Corporation Yantra Corporation LiveCapital, Inc. Other Products & Services Advantage Schools, Inc. AnyTime Access, Inc. cEverything Corporation Gazoontite Hybrid Fund Comdisco formed Hybrid Venture Partners, L.P., a Delaware limited partnership, in October 1999 to fund venture debt and direct equity financing products for the benefit of Comdisco Ventures group. Comdisco committed $250 million as a limited partner to Hybrid Fund, all of which has been invested in, or committed to, customers. The Hybrid Fund is now closed and will not seek additional capital commitments beyond that $250 million. Hybrid Fund began funding direct equity financings in the second quarter of fiscal 2000 and began funding venture debt during the third quarter of fiscal 2000. Comdisco Ventures group intends to transfer those venture debt transactions it originated during the second and third quarters of fiscal 2000 to Hybrid Fund in the fourth quarter. Comdisco Ventures group intends to continue to fund venture leases and equipment loans directly. As the sole limited partner, Comdisco has committed 99% of the capital of Hybrid and receives 99% of that part of the profits and losses allocated based on capital commitments. Comdisco has 89 <PAGE> allocated its interests in Hybrid Fund to Comdisco Ventures group as part of the implementation of the tracking stock structure. Items of profit and loss of Hybrid Fund attributable to the short-term investment of idle cash will be allocated among the partners of Hybrid Fund in proportion to their respective capital commitments. All other items of net profit of Hybrid Fund will be allocated among Comdisco, the sole limited partner and the general partner, as follows: . First, 100 percent to all the partners in proportion to their respective capital commitments until each partner has been allocated net profits representing an 8 percent priority return on its unreturned capital contributions. . Next, 100 percent to the general partner until cumulative allocations of net profit over the term of Hybrid Fund have been made: (1) 80 percent to all the partners in proportion to their respective capital commitments; and (2)20 percent to the general partner as a carried interest. . Next, 80 percent to all the partners in proportion to their respective capital commitments and 20 percent to the general partner as a carried interest. Net losses of Hybrid Fund will be allocated first to reverse prior allocations of net profits and thereafter to the partners in proportion to their respective capital commitments. Distributions by Hybrid Fund to its partners may be made in cash or in securities. The general partner of Hybrid Fund is Rosemont Venture Management I, L.L.C., a Delaware limited liability company. The managing members of the general partner primarily responsible for Hybrid Fund's investment activities initially will include James P. Labe and Geoffrey L. Tickner, members of management of Comdisco Ventures group. Comdisco also holds a non-managing membership interest in this general partner, an interest it has allocated to Comdisco Ventures group as part of the implementation of the tracking stock structure, and is entitled to participate in the general partner's profits and losses. Prior to the offering of Comdisco Ventures group stock, Comdisco generally receives 30% of the profit and losses of the general partner. After the offering of Comdisco Ventures group stock, Comdisco generally will receive 49% of the profits and losses of the general partner. In addition to its share of the profits and losses of Hybrid Fund, the general partner will receive an annual management fee equal to 2% of the aggregate committed capital of Hybrid Fund. Beginning in 2005, this fee will be equal to 2% of the aggregate cost basis of securities held by Hybrid Fund and reasonable reserves for the payment of fund expenses and the purchase of portfolio securities under pre-existing binding commitments. Comdisco has the right to participate in a manner and on an economic level similar to its participation in Hybrid Fund in any fund in which any of the members of current senior management responsible for its investment activities are substantially involved in the future, provided that Comdisco Ventures group stock remains outstanding and Comdisco commits to provide at least 25% of the committed capital of that subsequent fund. Comdisco intends to allocate these interests to Comdisco Ventures group should they become available. Instead of receiving payments of principal and interest and loan fees associated with venture debt and the payments of sales proceeds associated with its direct equity holdings, Comdisco, Inc. will receive, and has allocated to Comdisco Ventures group, returns from venture debt and direct equity financings held by Hybrid Fund through its limited partnership interests in Hybrid Fund and membership interests in the general partner. Financing Procedures The successful execution of Comdisco Ventures group's business and operating strategy is dependent upon its underwriting and investment policies and procedures. 90 <PAGE> Comdisco Ventures group reviews business plans generated by its referral network in order to identify potential customers. After identifying potential customers that it believes merit further investigation, Comdisco Ventures group evaluates those potential customers in more depth. This review process, described below, forms the basis of Comdisco Ventures group's decision to fund or reject a lease, loan and/or direct equity financing. Preliminary Evaluation Comdisco Ventures group meets with the potential customer's management and performs a preliminary investigation of its management, business operations, and prospects. Comdisco Ventures group generally consults with and gathers information from a wide variety of industry sources to assess the prospects of a potential customer and its industry. Comdisco Ventures group reviews the commitments of the existing venture capitalists (including their intention to participate in future financing rounds) and the potential customer's capital structure. The customer also provides projected financial statements, a description of its market and competitive landscape, and a description of operations (marketing and sales, research and development, employee issues, and so forth). If Comdisco Ventures group is satisfied with its preliminary investigation of management, operations and prospects, it typically issues a term sheet outlining a proposed transaction. After reaching an agreement on the term sheet, Comdisco Ventures group begins due diligence. Due Diligence Comdisco Ventures group's due diligence may initially include on-site visits to the potential customer's headquarters and other facilities, interviews with key management and board members, references for senior management and discussions with industry research analysts, other industry participants, customers and suppliers where appropriate. Comdisco Ventures group may also review the potential customer's charter, capital structure, subsidiaries, assets, liabilities, employee plans, litigation, tax matters and other relevant legal documentation. Portfolio Monitoring and Risk Management Comdisco Ventures group has three primary tools to monitor the performance and quality of its financings: . Comdisco Ventures group monitors the progress of product development, cash burn and overall adherence to the business plan; . Comdisco Ventures group maintains regular contact with management teams to discuss business enrichment, cash flow needs and potential financing and other capital structure issues; and . Comdisco Ventures group reviews various financial statements received from its customers on a quarterly basis. Workouts All loans that are 60 days or more overdue are classified as a work-out account. Whenever feasible, Comdisco Ventures group attempts to use its position as a lender and equity investor to work with other investors and lenders to rehabilitate, rather than liquidate, defaulted loans. Comdisco Ventures group's primary objective at this stage is to minimize its loss on the lease and loan obligations. Loss experience Since the initiation of its financing activities, credit losses have been less than 3% of Comdisco Ventures group's total commitments originated. This percentage does not reflect any significant loss experience from Comdisco Ventures group's subordinated debt products, which were only first introduced on a large scale beginning in fiscal 1998. 91 <PAGE> Comdisco Ventures group believes that its low level of credit losses are largely a result of its (1) transaction structuring experience, (2) due diligence procedures specifically designed to analyze transactions with emerging growth companies, (3) extensive monitoring and review of these transactions, and (4) corrective approach to addressing delinquency. Comdisco Ventures group's loss experience has also benefited from the experience and diligence of those established venture capital firms that typically precede Comdisco Ventures group into a financing relationship with its customers. Competition Comdisco Ventures group's primary competitors include financial institutions, equipment lessors and manufacturers, venture capital firms, and non-traditional lenders that provide debt and/or equity financing to emerging, high technology companies. The competition that Comdisco Ventures group faces is situation-specific and depends, in part, on the issues that concern the customer. For example, a customer that has a financing need of several hundred thousand dollars, or that is unconcerned about restrictive covenants, may find a venture-oriented bank more attractive. Or, a customer that needs a large quantity of equipment from one specific vendor may be able to negotiate vendor financing that is more attractive than alternative financing offered by Comdisco Ventures group. Some non-traditional funding sources, such as distribution channel partners, joint venture partners, and owners of complementary technologies, may be motivated to provide attractive financing as one part of a larger collaboration. An increasing number of public companies also provide substantial capital to companies who might otherwise be candidates for Comdisco Ventures group's financing products. Comdisco Ventures group believes it competes effectively with these competitors based on its creative deal structuring and flexibility, willingness to craft individual solutions to financing needs, reputation, quality of service, ability to leverage its relationship with Comdisco, and ability to respond rapidly. |