To: Tim Davies who wrote (24747 ) 7/22/2002 3:46:03 PM From: Joe Copia Read Replies (1) | Respond to of 25711 from their website PRIM April 16, 2002 Letter From the CEO Dear Shareholder, With the coming of spring, I can’t help but reflect on the symbolism changing seasons represent. As with most companies surviving the downturn in the market and the horrid events of September 11, PrimeHoldings has not operated without challenges. At times, it felt as if the trends were going against us, and forces beyond our control were bearing down. I feel fortunate to say we are still here. If we were to look back, we could probably be bitter about events that occurred and find excuses to suggest why we aren’t performing where we would like to be for our shareholders. Instead, however, we have taken the approach of looking at our business with an objective lens. We have been evaluating our portfolio companies and doing research to support our future direction. This is where we are. We have decided to maintain those holdings that could be brought to profitability with limited resources. We chose to close down Navilor in order to adequately fund the bCard operations. With GolfAgent we allowed the license to expire in order to close the TimeMarker transaction. JustGiftIdeas was abandoned because it didn’t fit into our long-term business objectives. With the expected turbulent future, we knew that it was important to not just drive revenues, but also create a profitable, self-sustaining business. The results of our decisions are already bearing fruit. When faced with dropping exhibitor attendance and cash flow crunches, Neil Pickard, CTO (Chief Geek), Ivan Lazarev, CEO and their team got creative. They cut overhead by approximately 57% (pre-audit) by consolidating their physical operations, reducing staff, and revamping their shipping methods. The major cost cutting initiative was the implementation of the recyclable bCard system. This refocused their efforts on the bcard account concept vs. the high cost physical account token (the actual card). Even more amazing, in light of 9/11 and being forced to dramatically cut overhead because of poor trade show attendance, they managed to grow their business by approximately 30% (pre-audit). The challenges they faced gave birth to brilliance. bCard was the first company to integrate a smartcard with a Compaq Ipaq (hand held device). They also introduced a wireless application that streamlined their registration process while giving them a superior technical edge in the industry. Now, let me tell you about TimeMarker. TimeMarker is currently an untapped asset. Because of its high-growth and vertical market potential, we chose to keep TimeMarker under the PrimeHoldings umbrella. The wireless exchange platform TimeMarker provides enabling location-based, dynamic pricing of time-perishable goods and services has the potential to transform the way exchanges and markets currently function (see March 21, 2001 press release). We are currently in negotiations with funding sources to support this market rollout. In a future shareholder letter, I will give examples and details of how TimeMarker will benefit businesses, consumers, retailers and shareholders. Looking forward, the company is currently undergoing a complete accounting audit. Based on the overhead cuts and growth over the past months, we expect great news regarding bCard’s profitability. We have just entered into an agreement with a very established, reputable Wall Street firm who will provide advisory and investment banking services for the company. With the guidance of our Wall Street firm and our attorney, we are working diligently to become full reporting. We plan to launch TimeMarker in the near future and will keep you informed as this develops. Spring symbolizes change, a renewed commitment and time for growth. My belief in and commitment to Primeholdings is stronger than ever. I plan to establish and build our current holdings and create an environment where they can flourish. Our goal is to keep bCard in the forefront of the smartcard industry and launch TimeMarker in to vertical markets. Primeholdings will then have a solid infrastructure for the aggressive growth potential of ecommerce with future acquisitions more focused on undervalued assets vs. raw startups. Finally, I want to thank you, the shareholders. The loyalty and encouragement from shareholders has meant a great deal to the company and to me. I have been truly amazed at the effort our vendors, attorneys, bankers, landlords and employees have put into to helping us survive. Thank you for your continued support. Sincerely, Tom Aliprandi CEO P.S. We are in the process of building a shareholder database via our website and mailings. We plan to use this to communicate regularly with our shareholders via email. This will save us a great deal of time and money and keep you in the know. If you would like to be included in this database, please send an email to info@primeholdings.com and supply us with your name, mailing address, phone number and email address.