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To: badon518 who wrote (4107)1/18/1999 12:44:00 AM
From: Mark[ox5]  Respond to of 19700
 
Password Internet Publishing Corporation

The Password is a Web service that packages content, commerce, community
chat and bulletin boards around specific areas of interest. Organized into a
library of over 630 subjects, The Password allows users to read, personalize and
to publish back into the library. For readers, the Password library organizes
the Web around personal interests. For personalizers, the technology allows
consumers to organize their favorite Web content into a single space. For
publishers, The Password is a place where consumers can share their view on the
Web.

The Password's service includes the features of The Password Library, My
Own Password and Password Publishing. The Password Library features magazines
organizing the Web content on a given subject. Editors select Web sites and then
define instructions for the filtering engine to ensure that pertinent, up-to-
date information is retrieved. In addition, a special interest bulletin board
allows users to access information on their special interest community. My Own
Password allows consumers to collect information in a personalized magazine.
Users can specifically build and define a single, personal gateway on the most
up-to-date information on their interests, reducing the need for extensive Web
surfing. Password Publishing allows users the tools to post their magazine on a
personal Web site, distribute the URL via e-mail or include the magazine in The
Password Library.

The Password uses the core Echo technology developed by CMG subsidiary,
InfoMation, and is complimentary to a traditional advertising strategy - namely
the desire of advertisers to speak directly to special interest groups which
they already know to be appropriate to their products. The Password offers a
wide range of advertising, sponsorship and co-marketing opportunities for
advertisers to enrich their relationship with consumers and affinity groups.

The company launched its Web site in February 1998. The Password service is
free to its users, with over 150,000 visitors and over 500,000 page views a
month as of October, 1998. The company seeks to generate revenues from
advertising, sponsorships and commerce. The company also syndicates its content
to other highly-visited Web sites.

Vicinity Corporation

Vicinity is a provider of integrated, e-retail solutions that help
corporations tap into the power of the Internet, to bring Web shoppers to real-
world store locations. Vicinity offers a practical, private-labeled solution
that allows customers to find store locations and products quickly and
conveniently using the Web. Vicinity is located in Palo Alto and San Francisco,
California as well as Lebanon, New Hampshire.

For businesses, Vicinity develops and markets its corporate locator
technology, content and services in four major product lines: Business Finder
4.0, Business Directory, Maps, and Driving Directions. Vicinity's content and
services are delivered to Web users from Vicinity's servers, but appear to
originate on the customers' Web sites under their own brand, look and feel. For
consumer Web audiences, Vicinity offers a free consumer Web site called
MapBlast!

Business Finder 4.0 provides businesses, particularly those with retail
stores, dealerships or franchises with an effective Web-based locator solution
to integrate into their sites to provide proximity and multi-attribute proximity
search capabilities. With the exact address of each of the customer's
locations, Business Finder 4.0 enhances the corporate Web site by allowing
consumers to search for the retail outlet, branch or service provider according
to their specifications (i.e., proximity, keyword, attribute or other). Upon
finding the exact location they are looking for, the consumer can then generate
maps and/or driving directions to get them there.

Business Directory provides up to 16 million U.S. business listings.
Business Directory can be implemented by companies in whole or in part as a
national Yellow Pages application or as a subject or geographically-specific
directory of businesses, events or points of interest.

Vicinity Maps are interactive, high-quality, road-level detailed electronic
maps that customers can incorporate into their Web sites to provide users with
vivid, interactive maps of specific business facilities, landmarks and other
locations of interest. Customer locations can also be plotted on maps with a
logo or other symbol. The U.S. street level maps cover more than 130 major
metropolitan areas. Street-level maps are also available for Canada. Driving
Directions provide point-to-point, turn-by-turn directions to destinations in
metropolitan areas throughout the U.S. and Canada.

MapBlast! enables users to generate interactive maps of residence or
business locations, embed them in home pages and fax or e-mail them to friends
and associates.

Blaxxun Interactive, Inc.

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Blaxxun provides software infrastructure for 3-D online communities.
Employing client/server architectures and distributed database technology,
Blaxxun creates a 3-D environment infrastructure that allows individuals to
meet, work, and play on the Web. Blaxxun is located in San Francisco,
California and Munich, Germany.

Blaxxun uses open standards as a key element necessary for the rapid
adoption of cyberspace technology. Virtual Reality Modeling Language, or VRML,
a counterpart to HTML, enables the construction of virtual worlds. Like HTML,
VRML is an open standard architecture that specifies formats and protocols for
all aspects of virtual worlds including 3-D geometry, sound, video, interactive
behavior, and avatars. Blaxxun's products, which include the Blaxxun Community
Server, Community Client software and Developer packages, are VRML-compliant.

The Blaxxun Community Server, a high-performance, multi-user server allows
companies to incorporate interaction into their Web sites, creating user
communities for business, education and entertainment. Key features include
member and place management, avatar and bot support, shared objects and various
types of chat.

In addition, the Blaxxun Community Clients and several Community Developer
software packages, allow integration of community technology with existing
servers and databases. As a Community Client, users are able to access servers
and interact with other users in the virtual 3-D environment. Community
Developer software allows users to create their own customized 3-D virtual
worlds.

Resellers build customer applications using Blaxxun's technology platform
which range from online trade shows to shopping malls, customer support to
entertainment, product promotion to corporate meetings.

Fulfillment Services
--------------------

SalesLink Corporation

SalesLink, along with its subsidiary, Pacific Link, provides product and
literature fulfillment, inventory and data warehouse management, turnkey
outsourcing, sales lead/inquiry management, closed-loop telemarketing,
customized software solutions and value added services for the client's
marketing or manufacturing programs, primarily to high technology,
biotechnology, financial services, and health-care markets. SalesLink's
largest customer is Cisco Systems, Inc. (Cisco), which accounted for 64% and 47%
of SalesLink's fiscal year 1998 and 1997 revenues, respectively.

Product and Literature Fulfillment. On behalf of its fulfillment clients,
SalesLink receives orders for promotional literature and products and "fulfills"
them by assembling and shipping the items requested. Product and literature
fulfillment services begin with the receipt of orders by SalesLink's inbound
telemarketing staff via phone or electronic transmission directly into
SalesLink's computers. Orders are then generated and presented to the
production floor where fulfillment packages are assembled and shipped to either
the end-user or to a broker or distributor.

Inventory and Data Warehouse Management. As adjunct services to
fulfillment, SalesLink provides product and literature inventory control and
warehousing, offering its customer support and management reports detailing
orders, shipments, billings, back orders and returns.

Turnkey Outsourcing. SalesLink's major products include supply-based
management programs. Also known as "turnkey," these programs are a form of
outsourced manufacturing, in which clients retain SalesLink to purchase
components and manufacture customer bills of materials into products that are
either shipped to customers, channels of distribution, or to the customer's
factory for final manufacturing. These outsourced manufacturing services
primarily assist companies in the areas of accessory kits, software, literature
and promotional products.

Sales Lead/Inquiry Management. SalesLink provides prospects with
information about a product or service that one of SalesLink's clients is
marketing. In response, SalesLink receives sales inquiries and maintains
central customer databases of the names and addresses of each person inquiring
about the product. SalesLink's clients use the databases for market research,
sales follow-up and management reports. Depending on the criteria supplied by
the client, SalesLink eliminates non-productive leads, distributes sales
inquiries to the client's sales force and ships fulfillment packages containing
the client's literature or products. After the disposition of the inquiry,
SalesLink is able to produce reports allowing the client to evaluate the
effectiveness of the marketing program which generated the inquiry and evaluate
the performance of the client's sales force in handling the inquiry.

Telemarketing. SalesLink's telemarketing group offers comprehensive
inbound business-to-business telemarketing services to support its sales inquiry
management and order processing activities. Telemarketing services include lead
qualification, order

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processing fulfillment and marketing analysis. SalesLink also offers outbound
business telemarketing services that are tailored to an individual client's
needs. Outbound telemarketing programs can be used to update a client's existing
database, survey possible markets or pre-qualify sales leads.

Customized Software Solutions. SalesLink's proprietary information
management system, SL FlagShip, allows customers to better understand their
sales and product ordering information. Stored at SalesLink and/or available
on customers' file servers and PCs, the information is used by customers to
evaluate inventory, market campaigns, and distribution channel success. SL
FlagShip can solve geomarketing, budget, sales, and media problems through
campaign analysis, market demographics, sales lead and territory management,
source code analysis, market research and surveys.

InSolutions, Inc.

InSolutions was acquired by CMG in fiscal 1998 as an addition to its
fulfillment services product line. InSolutions is an integrated software
manufacturer providing comprehensive turnkey solutions for clients in the high
technology industry. InSolutions' services include:

. CD-ROM, DVD and diskette replication
. Product packaging and assembly
. Fulfillment
. Print management
. Electronic order processing and software distribution
. Inventory management
. Online operations including remote access to inventory, work-in-progress,
order status and package tracking.

On-Demand Solutions, Inc.

On-Demand Solutions was also acquired by CMG in fiscal 1998 as an addition
to its fulfillment services product line. On-Demand Solutions provides online
operations logistics solutions, offering outsourced program management that
support all aspects of the "Web to Warehouse to Customer" process, and markets
support programs for the high-tech, scholastic and sports industries. On-
Demand Solutions online operations provide service and support in the following
e-business value chain areas:

. Remote access to bills of material, "see through" inventory, work-in-
progress, order status and online package tracking.
. Online inventory supply and e-mail order confirmation
. Complete turnkey product and software manufacturing and/or assembly services
. Real-time order processing and product fulfillment
. Secure online shopping and payment functionality
. Web site design, hosting and maintenance
. Marketing capabilities including campaign support, online survey/registration
data capture for customer profiling, marketing collateral manufacturing &
fulfillment to prospective clients and customer contact strategies

List and Database Services
--------------------------

CMG Direct Corporation (CMG Direct)

CMG Direct offers solutions for integrating traditional direct marketing
and Internet marketing. With extensive experience in direct marketing,
sophisticated database management, analysis and targeted mailing lists, CMG
Direct now provides clients with a range of direct and Internet marketing
services.

CMG Direct's principle products are mailing lists derived from its
databases and sold primarily to publishers. CMG Direct has three primary
mailing list databases, the College List database, the InfoBuyers List database
and the K-12 List database. The databases are highly segmented, permitting CMG
Direct to use its application software to extract specifically defined lists of
potential customers who are most likely to purchase products advertised by CMG
Direct's clients. CMG Direct is continually working to expand the size and
comprehensiveness of its database offerings based on the needs of its clients
and the availability of new lists.

The College List Database. The College List database includes
approximately 812,000 names and addresses of professors and college
administrators, university deans, faculty and librarians at every college,
university and junior college in North America.

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CMG Direct classifies each course taught, and the faculty teaching it, into over
4,000 subject codes, which permits CMG Direct to identify all faculty teaching
any particular course or subject and create lists identifying the faculty so
they can be targeted. The College List is compiled by CMG Direct from course
schedules and other source documents published by colleges and universities and
is updated continually for new semester information.

The InfoBuyers List Database. The InfoBuyers List includes over 14 million
names and addresses of direct mail purchasers of books, journals and magazines,
as well as other pertinent information. The InfoBuyers List is assembled from
over 120 proprietary lists of over 100 publishers and other organizations.
Combining these separate customer lists into a single database permits CMG
Direct to offer its clients a larger group of potential customers across a
broader range of target categories than could be obtained from any single list.
The database is also valuable because it is limited primarily to those consumers
who have actually purchased through mail order and are therefore thought to be
more likely to do so in the future. The InfoBuyers List is segmented under the
same 4,000 subject codes as the College List, plus additional consumer oriented
segmentation.

The Kindergarten through Grade Twelve List Database (K-12 List). The K-12
List database consists of 5.8 million names including teachers, administrators
and book buying families with K-12 children in the U.S. This list also includes
the names of approximately 112,780 public and private schools and approximately
15,300 public school district offices. The K-12 List is segmented into over 30
public school district demographic categories and is used by publishers of
textbooks, supplemental educational materials and magazines and school supply
distributors, among others. The K-12 List is compiled from federal, state and
local government files and the names of school administrators and staff are
developed through state directories, mailings, telephone surveys and the
Internet.

List Management and Brokerage. CMG Direct provides list management and
list brokerage services to businesses that use direct marketing to promote their
products. As a list manager, CMG Direct acts as the exclusive marketing agent
for the postal mailing lists or e-mail lists of its list management clients. In
conjunction with performing list management services, CMG Direct also provides
list brokerage. This service allows CMG Direct to be a single source for
virtually any brokered list requested by a customer and provides opportunity to
generate additional sales of CMG Direct's other products.

Database Management and List Processing Services. CMG Direct's database
management and list processing services provide database analysis, design,
software development, testing, debugging, and maintenance for clients that want
to build a customer database. These services include processing customer data,
segmenting the processed information to provide the level of detail and
selectivity desired, storing the information, and updating it to make it readily
accessible for the client's promotional, analytical and list rental activities.
Lists may be combined and enhanced with additional demographic information and
other lists to form databases which can be used as the basis of additional
client promotions or marketed to other list users. In combining lists, CMG
Direct will offer merge/purge services to eliminate duplicate names. CMG Direct
also offers private database management as a service for large volume mailers
who mail to the same target lists regularly. A private database is a targeted
collection of mailing lists that is used repeatedly by a restricted group of
mailers.

CMGExpress.net(TM). CMGExpress.net(TM) is the Internet expansion
initiative of CMG Direct Corporation. CMGExpress.net leverages CMG Direct's
core competencies through its ExpressList(TM) and PermissionPlus(TM) services.
ExpressList is an opt-in e-mail list service which allows marketers to purcha