I n the beginning … water covered the Earth.

Out of the water emerged an island,

a single giant mass of land;
an ancient supercontinent called Pangaea.

Over billions of years, tectonic forces broke

Pangaea apart, dividing the supercontinent into
ever distant land masses: Africa, Eurasia,
Australasia, North and South America.

As the land masses drifted farther apart, so too did

the people who inhabited them. Huge bodies of
water, time and space, separated people from their
friends, family, loved ones and partners in trade.

Until now…
Igæa: (eye-jee-uh) n: “i” mod. (interconnected; internet;
idea); “Gaea” Grk. (earth; land). 1) The new supercontinent;
a virtual place created through light speed communications;
2) Interconnected Earth; everywhere at once, omnipresent;
3) A global Internet Protocol (IP) communications network
carrying streaming digital voice, video and data, transcending
physical barriers, to bring all the people of the world togeth-
er in one virtual place at any time.
 Important Information

Confidential

This corporate plan and all of its contents were produced internally by Igæa.

For more information contact: Kirk Rittenhouse Manz, CEO

Igæa
119 Windsor Drive
Nashville, Tennessee 37205
E-mail kirk.manz@igaea.com
Telephone 615/353-9737
Facsimile 615/353-9521

www.igaea.com
2nd Quarter 2000

This business plan is provided for purposes of information and evaluation only. It
does not constitute an offer to sell, or a solicitation of securities, offers to buy or any
other interest in the business. Any such offering will be made only by appropriate
documents and in accordance with applicable State and Federal laws.

The information contained in this document is absolutely confidential and is intend-

ed only for persons to whom it is transmitted by the Company and to their imme-
diate business associates with whom they are required to confer in order to prop-
erly evaluate this business opportunity. By reading this document you agree not to
disclose the information contained herein regarding the Company, its owners,
employees, prospective employees, independent contractors, consultants, agents,
customers and prospective customers, marketing methods, products, services, strate-
gies, target markets, business plans, financial projections or any other information
regarded as trade secrets, confidential or proprietary to any other party not specifi-
cally outlined above without the express written consent of the Company.

Any reproduction of this document, in whole or in part, or the divulgence of any of

its contents in any form to unauthorized parties without the prior written consent of
the Company is expressly prohibited.

The Company believes the information set forth herein to be reliable. It must be
recognized, however, that predictions and forecasts regarding the Company’s future
performance are necessarily subject to a high degree of uncertainty. Therefore, no
warranty of such forecasts is express or implied.

If you desire additional information regarding Igæa, please contact the Company.

page iv
CONFIDENTIAL

Table of Contents

I. Executive Summary . . . . . . . . . . . . . . . . . . . 1

II. Management . . . . . . . . . . . . . . . . . . . . . . . .11

III. Financial Information Summary . . . . . . . . . . .15

IV. Comprehensive Strategic Marketing Plan . . . . .19

V. Network Deployment and Operations . . . . . .37

VI. Competition . . . . . . . . . . . . . . . . . . . . . . . . .47

VII. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . .51

page v
CONFIDENTIAL
Executive Summary
Introduction
1st International Telecom, Inc., dba
Igæa, a Delaware corporation was
formed in 1998 and incorporated in
September 1999, to capitalize on
emerging market opportunities in the
VoIP internet telephony industry and to
provide unified communications serv-
ices to a global business and consumer
marketplace.
Igæa has partnered with Cisco
Systems, Inc., one of the most valu-
able companies in the world.
Cisco, the leading maker of internet
traffic equipment, has provided
Igæa with a commitment of $60
million in vendor financing to facil-
itate the systematic deployment of
Igæa’s global voice and data net-
work.
Igæa’s core executive management
team consists of highly experienced
telecom sales, marketing and technolo-
gy professionals who have developed
and managed over $300 million in
global voice revenue for top ten carri-
ers.
Igæa will deliver Voice over Internet
Protocol (VoIP) international long dis-
tance calling, as well as enhanced
voice, data and video communications
services to a global residential and
commercial customer base, using
proven tactical and strategic sales ini-
tiatives and established wholesale and
retail sales channels.
Igæa will become a worldwide Igæa will deliver Voice
leader in offering carrier-grade,
phone-to-phone VoIP international over Internet Protocol
calling and bundled communica-
tions services in selected markets (VoIP) international long
in the Americas, Europe, Australia,
Asia, Africa and the Middle East. distance calling, as well
Igæa’s current funding consists of $60 as enhanced voice, data
million in vendor financing provided
by Cisco and $2 million in early stage and video communica-
equity. This, combined with an antici-
pated $30 million plus in additional tions services to a global
equity will enable the rapid deploy-
ment of the Company’s global VoIP residential and commer-
voice and data network. Upon comple-
tion of its second round equity fund- cial customer base, utiliz-
ing, Igæa will emerge as one of the
best-funded startups in the IP telepho- ing proven tactical and
ny industry.
strategic sales initiatives
In the next two years, Igæa will
deploy over one hundred Cisco IP and established wholesale
gateways domestically and abroad
to enable access and egress for and retail sales channels.
internet protocol telephone calls,
data networking and video distribu-
tion.
The Company will provide high-quali-
ty connectivity into both established
and emerging economies and will
exchange IP traffic with carriers, inter-
net service providers (ISPs) and inter-
net telephony services providers
(ITSPs) worldwide to enable carrier
grade origination and termination.
page 1
CONFIDENTIAL

Executive Summary

Market Opportunity:
Voice over Internet Protocol (VoIP)

Igæa will deliver its bundled services to
consumers and businesses through
both wholesale and retail channels and
will develop a comprehensive web
presence designed to serve the needs
of all international callers.
Cisco recently granted Igæa its cov-
eted Cisco Powered Network status,
placing Igæa in the top 1% of serv-
ice providers worldwide.
The Company’s proposed global IP
telephony clearinghouse will seamless-
ly integrate IP calls with traditional
voice network calls to provide Igæa
customers with comprehensive global
access from any phone (wired or wire-
less) to any other phone in the world.
Igæa’s veteran management team will
deliver a unique combination of tech-
nical understanding, extensive opera-
tional experience, valuable industry
contacts and a demonstrated ability to
successfully and rapidly generate a
profitable mix of retail and wholesale
revenues.
By combining its core competencies of
deploying next-generation technology
with extensive expertise in internation-
al communications and ethnic market-
According to the Gartner Group, a leading According to Killen &
market research firm, the global telecom-
munications market is expected to grow Associates, as much as 33
to approximately $1.9 trillion by 2003.
percent of all voice traffic
Voice over Internet Protocol (VoIP) is the
future of voice communication and will will be IP-based by 2005.
soon replace the traditional circuit
switched long distance telephone tech-
nology used throughout the world today.
According to Killen & Associates, as much
as 33 percent of all voice traffic will be IP-
based by 2005.
VoIP technology allows for the conversion Upon completion of its
of voice to data by a process of slicing
analog voice signals into digital “packets” second round equity
that can be transmitted over a data net-
work, such as the internet, at a fraction of funding, Igæa will emerge
the cost of a traditional circuit switched
call. as one of the best-funded
Total IP voice minutes will rise from startups in the IP
less than 300 million minutes in 1998
to almost 140 billion minutes in 2004 telephony industry.
(source: IDC).
Worldwide Retail & Wholesale
IP Telephony Minutes 1998 - 2004
MOUs [Billion]*
140
120
100
80

ing, Igæa will create a sustainable com- 60

40
petitive advantage and significant value
20
for its shareholders. 0
1998 1999 2000 2001 2002 2003 2004
Retail Consumer Retail Business Wholesale
*Minutes Of Usage

page 2
CONFIDENTIAL

Executive Summary

The pricing advantage for data trans- IP continues to emerge as the domi- Igæa projects $500 mil-
mission, including VoIP long distance nant technology in all its architectural
calling, is particularly attractive for long variations. Mainstream telecom ven- lion in annual revenues
haul transmissions terminated interna- dors are repositioning themselves to
tionally. support voice and data integration within five years.
through major acquisitions and
Worldwide U.S. LD and International alliances as evidenced by Nortel’s
IP Telephony Revenues, 1998 Ð 2004
merger with Bay Networks, Lucent’s
Revenues [$ Billion]
acquisition of Ascend and Excel, and
20
18 Cisco’s purchase of Summa Four.
16
14
12 In the past twenty-four months, major
10
8 internet telephony service providers
6
4 (ITSPs) with large global infrastruc- Igæa will provide
2 tures, such as IDT/Net2Phone and
0
1998 1999 2000 2001 2002 2003 2004
iBasis, have emerged. Some, especially wholesale services to
International US Long Distance
in the U.S., are moving beyond the
lowest cost provider market to offer international long
The market for Internet telephony is value-added services such as virtual
projected to grow from less than $1 bil- private networks (VPNs). These ITSPs distance carriers and will
lion in 1998 to over $18 billion in 2004, are negotiating interconnection and
according to International Data partnering agreements to create wide provide higher margin
Corporation, a market research firm. area VoIP networks to rival the tradi-
tional circuit switched networks of the retail services direct to
Worldwide Retail & Wholesale world’s incumbent Telcos. For exam-
IP Telephony Revenues 1998 - 2004
ple, Rimnet and iBasis have intercon- the consumer.
Revenues [$ Billion]
nected their networks in the U.S. and
20
18 Japan, while ITXC, Deltathree and
16
14
iBasis have additional peering arrange-
12 ments in place.
10
8
6
4
Large telcos are buying internet service
2 providers (ISPs), VoIP vendors and
0
1998 1999 2000 2001 2002 2003 2004 portals to hedge their risks and to pro-
Retail Wholesale
vide fast and efficient market entry
opportunities. NTT acquired equity in

page 3
CONFIDENTIAL
Executive Summary
U.S. ISP Verio, Deutsche Telekom
bought 20 percent of Vocaltec, MCI
WorldCom acquired CompuServe’s net-
work and ANS Communications from
AOL, while GTE acquired BBN. BT
has invested in Excite and Deutsche
Telekom in Infoseek.
Telcos are also forming strategic part-
nering relationships with ITSPs. For
example, Ameritech/KPN/Qwest;
NTT/Global-net/InterTel/Telba; and
the recently announced JT/ITXC
alliance are the first of many future
arrangements.
ITSPs are building their own version of
the current accounting rate system and a
clearinghouse business is emerging
involving major players such as ITXC,
GRIC, eGlobe, ArbiNet, and iBasis.
On November 10, 1999, Burlington, Igæa will deploy VoIP
Massachusetts-based iBasis (IBAS) success-
fully completed its IPO. iBasis operates a facilities in Los Angeles,
worldwide VoIP network that provides
wholesale services to international long dis- New York and Miami with
tance carriers.
a proposed “go live” date
Igæa will provide wholesale services to
international long distance carriers and of July 1, 2000 and will
will provide higher margin retail servic-
es direct to the consumer. implement an aggressive
iBasis sold 6.8 million common shares at rollout of over one hun-
$16 each, raising $108.8 million on annual-
ized revenues of less than $17 million. dred additional points of
Igæa projects $500 million in annual presence (POPs)
revenues within five years. To date, the
founders and management team of throughout metropolitan
Igæa have personally managed or devel-
oped a combined $300 million in global centers in the U.S. and
voice and data revenue.
abroad within twenty-
The iBasis network includes facilities in Los
Angeles and New York that serve as access four months.
points to the Internet. At these locations,
iBasis translates voice to data for transmis-
sion and retrieval over the Internet.
Igæa will deploy VoIP facilities in Los
Angeles, New York and Miami with a
proposed “go live” date of July 1, 2000
and will implement an aggressive roll-
out of over one hundred additional
points of presence (POPs) within met-
ropolitan centers in the U.S. and abroad
within twenty-four months.
page 4
CONFIDENTIAL

Executive Summary

iBasis achieved a $487 million valua-
tion at IPO.
Igæa anticipates achieving a mini-
mum $1 billion valuation within
three years.
The Company believes that iBasis’ val-
uation and other IP telephony valua-
tions referenced below demonstrate
the public market’s support for emerg-
ing VoIP carriers and the scope and
depth of the expanding international
voice and data services market, and
provides an example to investors of
potential returns.
Igæa will distinguish itself in both The Company has devel-
its revenue and profit generating
capacity and brand development oped strong relationships
expertise to establish itself as a
world class and pre-eminent, tier 1 with a significant number
VoIP carrier.
of professional sales
Igæa will build a global VoIP integrat-
ed data communications network agents who maintain
working in close partnership with
Cisco to serve all internationally established customer
focused retail markets in the United
States, including targeted ethnic com- bases and implement
munities and small to medium sized
business customers, and to serve inter- time tested methods of
national callers in Europe, Asia and
emerging economies. marketing.

U.K.

iBasis Net2Phone ITXC GRIC Deltathree

1999 Est. Revenue $19M $47M $25M $10M $11M 7¢
No switching!
per minute
IPO Date 11/9/99 7/28/99 9/27/99 12/14/99 11/22/99 No monthly fees!
No hidden charges!
Pay only for the
Gross Proceeds $109M $81M $75M $64M $90M minutes you use!

Offer Price $16 $15 $12 $14 $15 ¨

ig¾a ª
what a good id¾a...

Closing Stock Price $40.30 $26.56 $28.25 $21.00 $29.00

Market Value at IPO $487M $707M $429M $248M $414M

page 5
CONFIDENTIAL
Executive Summary
Products & Services
Igæa will deliver an extensive array of
IP products and services to include:
• VoIP “packetized” voice [long dis-
tance]
• Fax over internet protocol (FoIP)
• Internet access
• Unified messaging
• Data transmission
• Interstate and international long dis-
tance
• Dial around/casual calling [long dis-
tance]
• Prepaid calling [long distance]
• Enhanced services to include voicemail,
conference calling and information
services
• Virtual calling cards generated via
the internet
• International call back
• Internet initiated call back and web
conference calling (Call Navigator)
• Video conferencing and multimedia
distribution
The Company’s VoIP products can be
used from any phone, wired or wire-
less, to any phone in the world.
Wireless users will benefit from special
features and rates offered by the
Company including the ability to
bypass their wireless provider to place
international calls at reasonable prices.
Igæa will generate voice and data The Company’s VoIP prod-
revenue through three active sales
channels consisting of independent ucts can be used from
contractor agents; certified resell-
ers; and strategic media, corporate any phone, wired or wire-
and affinity partnerships.
less, to any phone in the
The Company will also generate rev-
enue through a fourth global clearing- world.
house channel consisting of revenues
derived from VoIP network affiliates in
both the U.S. and abroad, that desire to
terminate traffic in the United States or
around the world utilizing the
Company’s IP gateways, underlying
intelligent network, and billing and
consolidation services. Giggles for
5.9¢
per minute
No switching!
No monthly fees!
No hidden charges!
Pay only for the
minutes you use!
ig¾a ª
what a good id¾a...
¨
page 6
CONFIDENTIAL

Executive Summary

Marketing Strategy:
Agent

Independent sales agents provide an revenue and to cost effectively deploy The Company has, to
opportunity for immediate revenues to a worldwide sales force.
the Company with essentially no up- date, recruited twenty-
front investment in marketing and cus- The Company’s VP of Agent Sales
tomer acquisition. managed more than $180 million six Master Agents, repre-
in annual revenues at Telegroup
The Company has developed strong through a global agent network senting a potential $20
relationships with a significant number consisting of 1,400 agents in 100
of professional sales agents who main- countries. The Company has, to million in VoIP long dis-
tain established customer bases and date, recruited twenty-six Master
implement time tested methods of mar- Agents, representing a potential tance revenues.
keting. All of these committed Igæa $20 million in VoIP long distance
agents currently target international revenues.
callers within specific ethnic niches
and have demonstrated a particularly
effective ability to market to interna-
tional callers within their communities.
Some Igæa agents utilize sophisticated
back office systems to support their
marketing efforts and to provide per-
sonalized and culturally sensitive front
line customer support to their clientele.

Many of Igæa’s “Master Agents” typ-

ically service over 1,000 customers
and generate aggregate gross rev-
• 5.9¢ per minute!

enues of $500,000 to $5 million per • Works on your phone now!

• No switching!
• No monthly fees!
annum.
ig¾a ª
what a good id¾a...
¨

Igæa agents will receive a residual

commission payment for sales they
generate, hence their motivation to
attract and keep high quality cus-
tomers. This pay-for-results method of
revenue generation will enable Igæa to
fix its cost of sales as a percentage of

page 7
CONFIDENTIAL
Executive Summary
Marketing Strategy:
Reseller
On a wholesale basis the Company will
provide its services in a turnkey format
to established industry resellers.
Industry resellers consist of independ-
ently licensed telecom resellers and/or
sales organizations with established
product distribution channels that
either currently sell communications
services or can easily be converted to
accommodate the sale of communica-
tions services.
Igæa will have access to several indus-
try resellers through its current estab-
lished relationships and will develop
new sales channels as part of its ongo-
ing strategy to grow its wholesale rev-
enue base.
The Company’s Vice President of
Value Added Services has joined
Igæa from Teleglobe where he man-
aged over $100 million in revenue.
He brings with him established cus-
tomer relationships and immediate
access to new reseller commit-
ments worth $5 - $10 million in
year 2000 revenues with a project-
ed 20% growth rate per quarter.
Marketing Strategy:
Strategic Partnerships
Igæa has designed an innovative retail As compared to current
marketing strategy that leverages coop-
erative media and marketing relation- competitors in the mar-
ships and strategic alliances in order to
create the appearance and effect of a ketplace, Igæa’s core
nationwide, multi-million dollar adver-
tising, marketing and public relations marketing competency
campaign, at a fraction of the cost of
traditional media coverage. and ability to generate
The Company will advertise through real revenue growth
numerous media, including television,
radio, newspaper, magazines, web por- and profitability will
tals, catalogs, flyers, statement stuffers
and various point of purchase loca- enable the Company to
tions, and will fund this marketing
effort by entering into joint venture achieve market valuations
agreements with media, corporate and
affinity partners to share in the long significantly greater than
distance revenues generated by the
program. its peers.
Specifically, the network dial up nature
of most of the Company’s services
allows for unlimited toll free and local
access numbers to “point” to the
Company’s network switching plat-
forms, thus facilitating the assignment
of unique numbers to each cooperative
advertising partner or industry reseller
for billing, tracking, provisioning of
enhanced services (such as customized
greetings) and commissioning.
page 8
CONFIDENTIAL
Executive Summary
Through the use of unique access
numbers, the Company will allocate a
percentage of revenues generated on a
given number to the partner responsi-
ble for promoting that number.
Calls generated on a given access num-
ber provide direct data to the Company
on the effectiveness of a given adver-
tising campaign and/or the responsive-
ness of a given market segment. Such
tracking allows the Company to focus
quickly on effective strategies and
responsive audiences. In this manner
the Company is able to track tradition-
al media advertising effectiveness with
the efficiency of a direct response cam-
paign.
Potential revenue sharing partners for
the Company include:
• Individual television and radio sta-
tions looking for the next successful
per inquiry infomercial to provide
residual monthly income;
• Credit card companies interested in
generating profits from billing state-
ments;
• Affinity groups searching for new
sources of revenue that are market
driven and require little sales effort,
distribution, maintenance or person-
nel;
• Newspapers or magazines with rem-
nant advertising space currently
going to waste;
• Network marketing companies or
service companies looking for new
products;
• Internet portals eager to increase
advertising revenues through cre-
ative deal structuring;
• National retailers and member
organizations seeking new service
offerings;
• Cable television providers or utility
companies looking to bundle tele-
com services.
page 9
CONFIDENTIAL

Executive Summary

Conclusion

Igæa will emerge as a dominant com-
munications services provider at the
crest of a rapidly converging wave of
voice and data technology. Igæa’s core
management team will incorporate that
technology into a comprehensive
voice, data and internet solution serv-
ing an internationally focused residen-
tial and business customer base world-
wide.
The Company has the demonstrat-
ed ability to drive revenue in excess
of $10 million in 2000 and to sus-
tain growth to over $200 million in
annual sales by 2003.
Igæa believes that its unique combina-
tion of both wholesale and direct to
consumer sales will distinguish it from
its competitors and create lasting rela-
tionships that add sustained value to
the enterprise. As compared to current
competitors in the marketplace, Igæa’s
core marketing competency and ability
to generate real revenue growth and
profitability will enable the Company
to achieve market valuations signifi-
cantly greater than its peers.
Igæa will act quickly to become a first
mover in a rapidly developing market-
place and by implementing a balanced
yet aggressive approach to growth.
Through a series of private placement
equity offerings and a strategy to lever-
age equity through appropriate access
to the extensive credit resources from
leading technology providers such as
Cisco and other committed partners,
the Company will build a state-of-the-
art global VoIP voice and data network.
With this network, Igæa will deliver
increased value propositions to its cus-
tomers, generate steady revenue and
profit growth, and achieve rapid appre-
ciation of its market valuation yielding
positive ROI to its shareholders.

page 10
CONFIDENTIAL
Management
Founder - Kirk R. Manz,
CEO/President.
Former CEO and founder, Fifth Coast
Communications, LLC, a long distance
marketing firm that generated over
225,000 customers for LCI
International in just 18 months.
Former CEO and founder, The Kiman
Corporation, a provider of computer-
telephony products and services.
Former President and founder,
Communications Unlimited, Inc., a
marketing consulting firm. BA Com-
munications, Vanderbilt University.
Founder - Robert H. Woodward,
Executive Vice President.
Former President and founder, Fifth
Coast Communications, LLC. Former
President, The Kiman Corporation.
Juris Doctor, UCLA. Member California
State Bar and American Bar
Association. Former Military
Intelligence NCO, U.S. Army, 101st
Airborne Division. BA, Spanish/
Communications, Austin Peay State
University.
Chief Financial Officer - The founders and man-
Robert Ling.
Former National Partner-in-Charge of agement team of Igæa
Corporate Finance & Valuation Services
to Telecom & Media Industries, have personally managed
Deloitte & Touche (Atlanta). Former
Managing Director, Financial Advisory or developed a combined
Services - Eastern Europe and Russia,
Deloitte & Touche (Prague). Former $300 million in global
Manager, Valuation Group, Ernst &
Young (Dallas). Former Controller/ voice and data revenue.
Treasurer Mutual Oil of America, Inc., a
publicly-traded oil and gas company.
MBA Finance, University of North
Texas, CPA, CFA.
Vice President Traffic Management -
Edward C. Morché.
Former Director LCR, Teleglobe.
Directly responsible for the buying and
routing of 5 billion minutes per year,
annual cost reduction in excess of 20%,
wholesale broadcast sales, and voice
quality of service. Former Manager
LCR, Teleglobe. Former Manager of
Business Operations, Global One.
Former Project Manager, Sprint
International. Bachelor of Architecture
(Professional Degree), Catholic
University. BS, Architecture, Catholic
University.
page 11
CONFIDENTIAL
Management
Vice President Agent Sales -
Carl Churchill.
Former Executive Director of Sales and
Marketing, Managing Director of
Global Sales Agent Development, and
Director of North American
Operations, Telegroup Inc. Responsible
for a worldwide network of agents gen-
erating in excess of $180 million in
annual revenues. Holds the rank of
Major in Military Intelligence, U.S.
Army Reserves. MA in Strategic
Intelligence, Defense Intelligence
College. BA International Relations,
German, University of Utah.
Vice President Value Added Services -
Taj Mehta.
Former Sales Director, Teleglobe.
Directly responsible for the development
and management of an estimated $110
million in long distance revenue.
Former Product Manager for dial around
services, Teleglobe. Former Market
Manager, International Markets, MCI.
Former District Manager of International
Marketing, MCI. MA of International
Studies, University of Washington. BA,
University of California San Diego.
Founder - George Jagoe,
Vice President Strategic Planning.
Former Assistant Country Manager,
Argentina, Aetna International. Former
Senior Product Manager, Kaiser
Permanente. Former Member/ Director,
Fifth Coast Communications, LLC. MBA,
Kellogg School of Business
Management. BA, Harvard University.
Vice President Corporate Affairs - Igæa’s Vice President
Paul Myers.
Former Senior Vice President and Agent Sales generated
Market Executive Commercial Banking,
NationsBank Corp. Former Vice over $180 million in
President Business Development,
Suntrust Banks, Inc. BA, Economics, annual revenues through
University of the South.
a worldwide network of
Project Manager - Network Design
and Implementation - Greg Johnson. 1400 agents.
Currently contracted to Igæa through
NetEffect. Former Network Design
Engineer, Sprint (14 years). Three
patents: call processing cache for local
number portability (granted), cache for
800 number database (pending), voice
verification utilizing ATM connectivity
(pending).
Senior Director Least Cost Routing -
Scott Sanders.
Former Senior Manager, European
Region, Global Traffic Organization,
Teleglobe. Former Regional Manager,
Western Europe - Least Cost Routing,
Teleglobe. Former Project Lead -
Network Cost Management, MCI.
Former Business Analyst - Network
Cost Management, MCI. MBA, BS,
Virginia Polytechnic Institute.
page 12
CONFIDENTIAL
Management
Senior Director of Brand
Development - Whitney Selert.
Former Litigation Attorney, Georgeson,
Thompson & Angaran. Juris Doctor,
University of California, Davis. Law
Clerk, U.S. Ct. of Appeals, 9th Circuit.
Interrogator, 219th Military Intelligence
Company, U.S. Army. BA, Brigham
Young University.
Senior Director of Creative Services -
Ed Brown.
Former Creative Director, New Media
Directions. Former Interactive Media
Director, Dye, Van Mol and Lawrence.
Former Member/Creative Director, Fifth
Coast Communications, LLC. Former
Principal, Small World Productions. BA,
Mechanical Engineering, Southern
Methodist University.
Senior Director of Interactive Media - Igæa’s Vice President
Mitch Powers.
Former Producer, Little Planet Learning. Value Added Services
Former Member/Vice President
Operations, Fifth Coast Communications, generated over $110
LLC. Former Principal, Small World
Productions. Former Principal, million in long distance
Campbell-Powers Communications. BS,
Communications, University of revenues through the
Tennessee, Knoxville.
development of unique
Director of Human Resources -
Michael Magevney. reseller channels.
Former Special Projects Director, AIM
Healthcare Services. Former Executive
Director, Arcon Navarre. Former
Executive Director and Co-Founder,
Break Away. MBA, Owen Graduate
School of Management. BA,
Philosophy, Vanderbilt University.
Director of Customer Service -
Debora Churchill.
Former Director of North American
Customer Service, Primus. Former
Assistant Manager North American
Customer Service, Telegroup, Inc.
page 13
CONFIDENTIAL
Management
The Company has hired the following
additional key personnel.
Dir. North American Agent
Development - Doug Huette.
(formerly with Telegroup/Primus)
Dir. International Agent
Development - Laura Miller.
(formerly with Telegroup/Primus)
North American Support Specialist -
Aida Douglas.
(formerly with Telegroup/Primus)
Agent Team Leader - Charlotte Pfab.
(formerly with Telegroup/Primus)
Administrative Support -
Rachel Heckthorne.
(formerly with Telegroup/Primus)
Bookkeeper - Mary Jones.
(formerly with PictureVision)
The Company is actively recruiting the
following additional key personnel:
• COO
• CTO
• CNO
• Director MIS
• Controller
Counsel
The Company has retained the services Igæa’s Vice President
of the following law firms:
Traffic and Network
• Covington & Burling, Washington
Ralph Voltmer Optimization was
• Greenberg & Traurig, Washington responsible for the buying
Ronald Scheman
and routing of 5 billion
• Alston & Bird, Atlanta
Dominic Mazzone minutes in 1999.
• Boult Cummings, Nashville
Henry Walker
• Tuke Yopp & Sweeney, Nashville
Michael Yopp
Accounting
Roth Bookstein and Zalslow (Los
Angeles) currently serves as the
Company’s accountants. The Company
is currently reviewing proposals from
the following firms: Deloitte and
Touche, Ernst and Young, KPMG,
and Arthur Andersen.
page 14
CONFIDENTIAL
Financial Analysis and
Capitalization Requirements
Igæa is uniquely poised to become a
global competitor as a comprehensive
Integrated Communications Services
Provider (ICSP) and to achieve a mar-
ket valuation in excess of $1 billion by
2003.
The Company has raised over $62
million in debt and equity to date:
Founder’s $ 60,000
Equity
Seed Round $ 150,000
Equity
Series A Preferred $ 1,800,000
Equity
Cisco Capital $20,000,000
Working Capital
Cisco Capital $40,000,000
Equipment Loans
Total Capitalization $62,010,000
Of the $60 million provided by Cisco
Capital, the Company has immediate
access to $6 million ($2 million work-
ing capital and soft costs; $4 million
equipment). The balance of $54 mil-
lion is available to the Company upon
securing an additional $15 million in
equity.
The Company is raising an additional
$15-$30 million in Series B Preferred
Equity to fund additional management
and personnel recruitment, carrier
access and wholesale purchase agree-
ments, computer programming, cus-
tomer service outsourcing commit-
ments, ethnic marketing and advertis- The company has raised
ing consulting, advertising production,
marketing expenses, sales and support over $62 million in debt
staff, management, general and admin-
istrative expenses, and deployment of and equity to date.
the Company’s global VoIP voice and
data network.
Exit Strategy
The Company foresees three potential
exit strategies and plans to periodically
evaluate the advisability of:
1) undertaking an initial public offering
of its equity securities as a source of
additional financing and/or to provide
early stage investors with liquidity;
2) repurchasing shares of early investors
with future current cash flow or
through a strategic partnering; and,
3) positioning all or part of the assets of
the company as an attractive acquisi-
tion target for a larger domestic inter-
exchange carrier (IXC) seeking to
enhance existing revenue and net-
work traffic, an incumbent or com-
petitive local exchange carrier
(ILEC/CLEC) seeking to enter the
international VoIP market, or a for-
eign telecommunications provider
(PTT) seeking to enter the U.S. mar-
ket and expand its own VoIP network
capacity.
page 15
CONFIDENTIAL

Financial Analysis and

Capitalization Requirements
Igæa Projected Income Statement

2000 2001 2002 2003 Igæa is uniquely poised to

Revenues $9,797,500 $51,128,073 $104,157,576 $209,825,283
become a global competi-
Cost of Sales (incl. Commissions) 1,371,650 7,157,930 14,582,061 29,375,540
Circuit Switching and Billing 6,142,225 27,503,964 43,541,963 62,561,294
tor as a comprehensive
VOIP Network Expenses 2,310,000 6,660,000 21,505,467 62,188,177
Total Direct Costs 9,823,875 41,321,894 79,629,490 154,125,010 Integrated Communications

Services Provider (ICSP)

Gross Profit (26,375) 9,806,179 24,528,085 55,700,273
Total Operating Expenses 3,625,000 9,300,000 16,500,000 23,700,000
and to achieve a market
EBITDA (3,651,375) 506,179 8,028,085 32,000,273
Depreciation & Amortization (1,233,395) (6,833,675) (8,000,400) (8,000,400) valuation in excess of
Interest Income 318,423 782,287 565,203 424,944
$1 billion by 2003.
Interest & Financing Expense (2,015,000) (6,459,256) (6,001,955) (3,908,195)
Provision for Income Tax - - - (3,197,900)
Net Income (loss) ($6,581,347) ($12,004,466) ($5,409,067) $17,318,721

page 16
CONFIDENTIAL

Financial Analysis and

Capitalization Requirements
Igæa Projected Balance Sheet

2000 2001 2002 2003

Current Assets
Cash $22,963,235 $23,605,847 $13,063,291 $19,456,075
New Accounts Receivable 565,250 1,158,189 2,349,773 4,709,520
Cumulative Accounts Receivable 1,112,250 3,088,562 6,277,147 12,608,356
Total Current Assets 24,640,735 27,852,599 21,690,213 36,773,952

Fixed Assets
Equipment - Capital Lease 20,001,000 40,002,000 40,002,000 40,002,000
Less Accum. Deprec. & Amort. (1,233,395) (8,067,070) (16,067,470) (24,067,870)
Total Fixed Assets 18,767,605 31,934,930 23,934,530 15,934,130

Total Assets $43,408,340 $59,787,529 $45,624,743 $52,708,082

Liabilities & Stockholders’ Equity

Current Liabilities
Accounts Payable 2,929,687 5,418,297 10,491,024 19,263,141
Obligation for Working Capital 9,999,000 18,339,463 13,473,860 7,138,661
Current Due 260,000 1,131,151 1,902,974 1,902,974
Total Current Liabilities 13,188,687 24,888,912 25,867,859 28,304,777

Long Term Notes Payable

Obligation Under Capital Lease 20,001,000 36,684,430 26,951,763 14,279,464
Total Long Term Liabilities 20,001,000 36,684,430 26,951,763 14,279,464

Stockholders’ Equity (Deficit)

Equity Investments 17,025,000 17,025,000 17,025,000 17,025,000
Retained Earnings (Deficit) (225,000) (6,806,347) (18,810,812) (24,219,880)
Current Earnings (Loss) (6,581,347) (12,004,466) (5,409,067) 17,318,721
Total Stockholders’ Equity (Deficit) 10,218,652 (1,785,812) (7,194,880) 10,123,840

Tot. Liabilities & Stckhldrs’ Equity $43,408,340 $59,787,529 $45,624,743 $52,708,082

Notes
* Based on $15M minimum Series B equity contribution

page 17
CONFIDENTIAL

Financial Analysis and

Capitalization Requirements
Igæa Forecasted Cash Flow

2000 2001 2002 2003

Cash Flows From Operations
Net Income (Loss) ($6,581,347) ($12,004,466) ($5,409,067) $17,318,721
Adjustments
Depreciation & Amortization 1,233,395 6,833,675 8,000,400 8,000,400
Changes in Operating Assets & Liabilities
Net (increase)/decrease in Accounts Receivable (1,677,500) (2,569,252) (4,380,170) (8,690,956)
Net increase/(decrease) in Acct. Pay & Accr. Liabilities 2,929,688 2,488,610 5,072,728 8,772,117
Net increase/(decrease) in LOC 260,000 871,151 771,823 -
Net Cash Provided (Used) In Operations (3,835,765) (4,380,281) 4,055,714 25,400,283

Cash Flow from Financing Activity

Capital Expenditures (20,001,000) (20,001,000) - -
Principal Payments on Obligations - (4,976,106) (14,598,270) (19,007,499)
Increase (Reduction/forgiveness) in Capital Lease 20,001,000 20,001,000 - -
Increase (Reduction/forgiveness) in WC Loan 9,999,000 9,999,000 - -
Proceeds From Equity Financing(s) 16,800,000 - - -
Net Cash Provided (Used) in Financing Activity 26,799,000 5,022,894 (14,598,270) (19,007,499)

Net Increase (Decrease) in Cash 22,963,235 642,612 (10,542,556) 6,392,784

Beginning Cash Balance - 22,963,235 23,605,848 13,063,292

Ending Cash Balance $22,963,235 $23,605,848 $13,063,292 $19,456,075

Notes
* Based on $15M minimum Series B equity contribution

page 18
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Market Opportunity
The international telecommunications
industry consists of transmissions of
voice and data that originate in one
country and terminate in another. This
industry is experiencing a period of
rapid change which has resulted in a
substantial growth in international
telecommunications traffic. For
domestic carriers, the international
market can be divided into two major
segments: the U.S.-originated market,
which consists of all international calls
which either originate or are billed in
the United States, and the overseas
market, which consists of all calls
billed outside the United States.
Igæa will capitalize on the U.S. origi-
nated market by implementing agent,
reseller and cooperative sales and mar-
keting strategies in the United States.
With continued growth and proven
revenues, the Company will expand
internationally by deploying a global
VoIP infrastructure which will allow
Igæa to operate as a global facilities-
based carrier. As early as 3rd quarter
2000, the Company plans to:
• Increase transmission capacity,
including its ability to originate and
transport traffic through the deploy-
ment of additional VoIP gateways
provided by Cisco either directly in
country or through strategic partner-
ships with other VoIP providers;
• Acquire additional termination Igæa will capitalize on
options to increase routing flexibility;
and the U.S. originated mar-
• Expand its customer base through ket by implementing
focused marketing efforts with the
long term objective of becoming a agent, reseller and coop-
tier 1, comprehensive, international,
facilities-based, VoIP carrier and inte- erative sales and market-
grated communications services
provider. ing strategies in the
Igæa is uniquely positioned to emerge United States.
as a first mover in acquiring consumer
and small business market share as a
unified communications services
provider utilizing an underlying VoIP
network. The Company will leverage
its competitive advantage and its first to
market position in a variety of geo-
graphic, demographic and technology
sectors by bundling services; providing
convenience, efficiency and lower
prices; and by procuring long term,
exclusive marketing contracts with
strategic partner providers including
major media and corporate marketing
partners, thus establishing formidable
obstacles to entry to would-be com-
petitors.
By developing a balanced and distrib-
uted mechanism for organic sales
growth, along with a focused approach
to infrastructure deployment, Igæa,
along with its agents, resellers and
page 19
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

Retail Positioning Strategy

retail corporate and media partners, Ethnic Market Segmentation Criteria Igæa is uniquely posi-
will bring today’s newest voice, data a. Ethnicity
and internet technologies to both resi- b. Spending Patterns tioned to emerge as a
dential and business customers world- c. Geography (where customers call)
wide as these technologies emerge in d. Geography (where customers live) first mover in acquiring
the global marketplace. e. Income level
f. Time in country consumer and small
In many cases, the company will be
first to reach consumers in emerging Affinity Market Segmentation Criteria business market share as
economies and will be first to fulfill an a. Passions
unmet customer need as a trusted b. Hobbies a unified communications
aggregator of a comprehensive array of c. Religion
communications and multimedia tech- d. Schools services provider
nologies as it serves customers directly e. Noble Causes
through face to face, relationship and f. Health utilizing an underlying
partnership channels. As a VoIP voice
and data communications services VoIP network.
provider, the company will readily The Target Market
adapt to changing market conditions,
diversify its portfolio of products and The Company’s ideal customer is an
services, and achieve economies of affluent ethnic residential or small busi- INDIA
scale for many of its products by serv- ness consumer with strong community
ing as the underlying carrier. affiliation and strong ties to friends and
family abroad.
Igæa’s VoIP technology will prove
competitive, adaptive and, ultimately, Such a customer typically places inter-
attractive to the consumer in an envi- national calls on a regular basis, has
ronment of rapid change, and the long-distance usage of $35-$300 per No switching! 49¢
Company will receive extensive sup- month, owns his/her own phone and No monthly fees!
No hidden charges!
per minute

port from Cisco to maintain its func- pays the bill on time. Pay only for the minutes you use

tional advantage as a services provider

ig¾a ª
what a good id¾a...

even as new technologies emerge in The dial up nature of most of the ¨

the areas of bandwidth provisioning Company’s services will enable the

and alternative forms of telecom con- Company to build brand loyalty and
duit to include cable, DSL, wireless trust within the ethnic groups it serves
broadband and optical networks. without switching the consumer’s pri-
mary long distance provider.

page 20
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Once Igæa fully deploys the VoIP net-
work the Company can then offer
more sophisticated services to its eth-
nic residential customer base through
relationship selling, offering value
added features and volume based dis-
counts particularly to its business and
ethnic SoHo (small office/home office)
users. With the high levels of entre-
preneurial activity among the
Company’s targeted ethnic audience,
this opportunity to upsell to a loyal
customer base will generate significant
revenue growth for Igæa.
The Company will also target high
quality affinity customers and ethnic
affinity customers who belong to the
“mobile middle class,” are well educat-
ed, have friends and family throughout
the United States, and spend $25-$75
per month on long distance. Through
affinity marketing, a portion of these
customers’ long-distance revenues will
go to a charitable cause. The Company
believes that once acquired, affinity
customers will remain loyal, high qual-
ity users.
Customer Acquisition
and Retention
Igæa will deliver a higher quality array The Company’s ideal cus-
of services than its competitors as a
result of the Company’s integrity, tomer is an affluent eth-
desire to serve, compassion, recogni-
tion of the needs of the ethnic citizen, nic residential or small
and a desire to fulfill those needs with-
out taking advantage of the customer. business consumer with
The core managers have a profound
familiarity with the ethnic markets and strong community affilia-
the international community, as well as
a general desire to provide stream- tion and strong ties to
lined, innovative products to the
telecommunications marketplace that friends and family
are easier to use, more valuable and
ultimately more fun. abroad.
Where applicable, the Company will
provide “personalized,” in language,
in-community, agent based, front line
customer service catering to the cus-
tomers’ needs. This business model
will create the intimate feel of a more
“human” company within a given eth-
nic sector even as the company grows
geometrically in the aggregate. • 5.9¢ per minute!
• Works on your phone now!
• No switching!
• No monthly fees!
The Company will offer a user friend-
ly, low cost international long distance 1-888-XXX-XXXX
alternative to the high cost, impersonal igæa ™
what a good idæa...
®
big three carriers AT&T, MCI/Worldcom
& Sprint. Igæa will deliver a variety of
high quality, VoIP dial around products
and bundled voice and data services
with easy instructions in the customer’s
native language and with access to
friendly, in language customer service
page 21
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
options through automated voice
response, live operators, or the
Company’s web portal.
Igæa will deliver low prices, easy and
convenient billing on the local phone
bill or via credit card, valuable incen-
tives for first use and for customer
retention, and tie-ins with community
groups to show support of common
goals and a reciprocal relationship with
the ethnic communities the Company
serves.
The Company’s products will be avail-
able for use on the home phone or
small business phone by third quarter
2000, nationwide. Customers will dial
a local access or nationwide toll free
number, then follow easy in language
instructions to place a domestic or
international call. All calls will be
billed on the local phone bill or via a
pre-arranged credit card agreement.
The Company’s market approach is
one of integrity and openness in its
relationship with its customers. The
Company’s primary international voice
and data termination services have no
monthly fees or hidden charges and
utilize flat rate billing 24 hours a day, 7
days per week. Customers pay only
for the actual minutes they use.
The Company’s goal is to provide eth- Igæa will deliver a higher
nic consumers the opportunity to make
informed decisions based on honest quality array of services
and straightforward choices for their
international long distance and other than its competitors as a
enhanced voice and data services.
Management believes that the cus- result of the Company’s
tomer has the right to complete prod-
uct information and that the variable integrity, desire to serve,
calling plans offered by most of the
Company’s competitors are not only compassion, recognition
unnecessary, but they are designed
directly to confuse and take advantage of the needs of the ethnic
of the customer.
citizen, and a desire to
As an honest provider and trusted part-
ner, the Company will have a major fulfill those needs with-
competitive advantage in targeted eth-
nic markets. Trust reduces churn, out taking advantage of
increases referrals and opens up
opportunities to market additional the customer.
products to customers, all of which will
positively impact the Company’s bot-
tom line.
Management believes that ethnic cus-
tomers will respond favorably to the
Company’s new market vision and
approach to customer relationships.
page 22
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Direct Marketing Channels
The Company’s top managers possess
a proven ability to drive substantial
voice and data revenue through three
distinct sales and marketing channels
consisting of independent contractor
agents; certified resellers; and strategic
media, corporate and affinity partner-
ships.
Igæa’s market entry strategy is com-
prised of a three pronged initiative to
promote a bundled package of voice
and data services to ethnic U.S. and
worldwide consumers utilizing the
above described channels.
Igæa’s VP of Agent Sales has recently
joined the Company after working for
Telegroup where he managed a global
agent network generating over $180
million in annual revenues.
The Company’s VP of Value Added
Services comes to Igæa from Teleglobe
where he personally developed a $110
million block of ethnic based reseller
traffic targeting U.S. based ethnic pop-
ulations.
The Company forecasts $7 million in
agent sales and $3 million in reseller
sales in 2000.
Customer Influence
Points Analysis
Primary points of customer contact The Company’s goal is to
• Master Agents and Certified Resellers provide ethnic consumers
• Television advertising campaigns
• Radio the opportunity to make
• Print (magazines/newspapers/ethnic
papers) informed decisions based
• Internet banners, internet portals
• Direct mail/Direct Email on honest and straightfor-
• Point of purchase displays
• Billing statements/statement stuffers ward choices for their
• Bank cards, credit cards, ATM cards
• Affinity newsletters international long dis-
• Event sponsorship
• Word of mouth tance and other
Secondary points of contact enhanced voice and data
• Phone bill services.
• Company web site
• IVR/800 number
• Outbound telemarketing
• Customer service
• Residual advertising, stickers
page 23
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Product Offerings
The company will provide a variety of
voice and data products and services to
include:
• VoIP “packetized” voice [long dis-
tance]
• Interstate and international long dis-
tance
• Dial around/casual dialing [long dis-
tance]
• Prepaid calling [long distance]
• Fax over IP
• Internet access
• Data transmission
• Unified messaging
• Enhanced services to include voice-
mail and information services
• Conference calling
• Calling cards and virtual calling cards
generated via the internet
• International call back
• Internet initiated call back and con-
ference calling (Callnavigator.com)
• Video conferencing and multimedia
distribution
The following are compelling reasons The Company’s top man-
why customers will use the company’s
products versus those of competitors: agers possess a proven
• User friendly, multiple foreign lan- ability to drive substantial
guage voice prompting and customer
service; voice and data revenue
• Substantially lower pricing to target
countries; through three distinct
• No monthly fees, no signing up;
• No changing of long-distance com- sales and marketing chan-
panies required;
• Convenient LEC billing or credit card nels consisting of inde-
billing and 24 hour internet access to
billing information, rates and other pendent contractor
important product information;
• Calling card type portability; agents, certified
• Enhanced services such as speed
dialing and conference calling; resellers, and strategic
• Bundled services such as long dis-
tance, internet access, pre-paid inter- media, corporate and
national inbound calling;
• Referral bonuses to reduce cus- affinity partnerships.
tomer’s telephone bills in return for
bringing friends to the network;
• Contributions to ethnic communities
and not-for-profit organizations;
• Value added giveaways.
At the core of the Company’s product
offerings will be its VoIP and hybrid
circuit switched calling network.
Several of the company’s products are
based on the “dial in” or “dial around”
concept. In other words, Igæa cus-
tomers will access the company’s state
page 24
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
of the art network and enhanced serv-
ices options by dialing either a seven
digit local access number or an eleven
digit toll free access number.
Customers will then follow easy
instructions in the language of their
choice to place an interstate or interna-
tional call. By offering primarily dial
up access products, the Company
saves literally millions of dollars in net-
work equipment costs and significantly
shortens time to market.
Igæa will manage the seamless integra-
tion of its VoIP and circuit switched
networks such that the customer will
receive the highest quality voice and
data transmissions.
Callnavigator.com
Igæa is developing a web initiated con- Callnavigator will enable
ference call product named
Callnavigator.com (see Appendix). any customer, anywhere
Callnavigator will enable any customer, in the world to set up a
anywhere in the world to set up a two
leg or multi-leg conference call by two leg or multi-leg
easily accessing the Company’s
Callnavigator.com web page. Customers conference call by
will register at the site, designate a billing
method and essentially control the accessing the Company’s
Company’s switch in New York or Los
Angeles to call the various parties on the Callnavigator.com
call. The web site can be used to instant-
ly generate multi-party conference calls web page.
both domestically and internationally.
All legs of the call are generated from the
U.S. outbound, thus taking advantage of
significant savings versus internationally
initiated calls. The Igæa Callnavigator
product will enable future Web Access
Protocol (WAP) hand held devices such
as the Palm VII and web enabled cell
phones such as those being developed
by Sprint and Nokia to access the power
of the instant international conference
call. A business traveler in Germany, for
example, can initiate a conference call
with multiple parties in multiple foreign
countries at the touch of a button, all
while he is riding in a taxi from the air-
port to his hotel and with the confidence
that he is receiving the lowest possible
rates utilizing Igæa’s VoIP network.
page 25
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

Ethnic Marketing

Of the many ethnic groups the
Company plans to serve, Hispanics and
Asians represent large and growing
minority communities within the
United States with communications
spending patterns, geographic living
patterns and target country calling pat-
terns that the Company believes are of
significant value and representative of
the Company’s target market.
Hispanics will become the largest The Hispanic population
minority in 2009, when they will out-
number African Americans. is projected to grow from
Among Hispanics, the three largest eth- 30 million in 1998 to
nic groups are Mexican (63%), Puerto
Rican (11%) and Cuban (4%). more than 52 million by
Hispanic Population by Type
2020 when Hispanics will
Puerto Rican
2,728,000
account for 16 percent of
Cuban
1,044,000

Hispanic Salvadoran
565,000 the U.S. population.
Mexican
13,496,000 Dominican
520,000

The Hispanic population is projected Spaniard

519,000

to grow from 30 million in 1998 to Colombian

379,000
Guatemalan
more than 52 million by 2020 when 269,000

Hispanics will account for 16 percent

of the U.S. population.
Source: 1990 Bureau of Census

Hispanics are currently 11 percent of

the U.S. population.
Metro Areas with the Most Hispanics
Metro Area % Pop.
Hispanic Percentage of Total Population Los Angeles 32.9%
New York 14.7%
Non-Hispanic Miami 33.0%
Native Americans
1% Non-Hispanic San Francisco 15.5%
White
Non-Hispanic
Asian
72%
Chicago 10.9%
4%
Houston 20.7%
San Antonio 47.4%
Hispanic
11% Dallas 13.0%
San Diego 20.4%
El Paso 69.6%
0 1M 2M 3M 4M
Non-Hispanic Hispanic Population
Black Source: 1990 Bureau of Census
12%

Source: U.S. INS 1996

page 26
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

Hispanics are most likely to live in the Successful Hispanic ad campaigns tend Hispanics will become the
West (45%) and South (31%). Fifty-eight to have the following basic elements in
percent (58%) of Mexican-Americans live common: largest minority in 2009.
in the West, while sixty-nine percent
(69%) of Puerto Ricans live in the • The campaigns are emotionally driv-
Northeast, and seventy-one percent en and talk to the heart. access the
(71%) of Cubans live in the South. world
Hispanics account for twenty-six percent • The product or service is presented
(26%) of California’s population, and Los in simple, familiar and realistic back-
Angeles is home to more Hispanics than grounds. No switching!

any other metropolitan area in the U.S. No monthly fees!

No hidden charges!
• Copy and key messages are simple, Pay only for the

Hispanic Immigrants Percentage of Total

minutes you use!
direct and to the point.

Hispanic
Immigrants
Total Immigrants
Total Hispanic Immigrants
915,900
386,431
• Only one or two product or service Cuba 39¢
per minute
benefits or attributes are communi-
ig¾a
42% cated and repeated. ¨
ª
what a good id¾a...

• Clear suggestion of price (if applica-

ble, “Not too expensive for you”).
Other
Immigrants
• The campaigns show product, logo
and/or location as needed.
Source: U.S. INS 1996

• The campaigns tell a simple story.

Hispanic Immigrants by Country of Birth
There’s a beginning and an end.
Guyana
Elements in the ad tend to be relat-
Guatemala
9,489
Peru
12,871
8,763
ed, not independent juxtaposed
Colombia
14,283
images such as MTV.
El Salvador
17,903

Haiti
18,386

Jamaica
19,089
Mexico
163,572

Cuba
26,466

Dominican Rep.
39,604

Source: U.S. INS 1996

page 27
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Successful television and radio ads
have the following elements in com-
mon:
• The ads repeat the key message or
messages and show the product sev-
eral times during the ad.
• The ads show (or suggest) a particu-
lar person - a mother, father, teenag-
er, baby, child, grandmother, teacher,
bank teller, salesperson - whoever is
appropriate for the product or serv-
ice.
• Talent and people shown in the ads
are “average-looking” Hispanic peo-
ple, not too dark, mestizo or Indian
looking, nor too blond or European-
looking either. These “physiological”
parameters are correlated with social
class; a more light haired/blond
Hispanic is associated with an
“upper-class Hispanic.” There’s much
Hispanic consumer sensitivity in this
area. Consumers in Latin America
tend to prefer the “blond and tall”
image and talent. This is somewhat
different in the U.S. Hispanic market
where class structure is more loose,
and far darker or more “Latin look-
ing” people are successful.
• The ads may show children (happy,
smiling) and talk about motherhood
or fatherhood with tenderness.
• Generally, the ads explain or show Hispanics account for
where to find the product or service.
twenty-six percent (26%)
• The ads suggest positive images,
such as smiles, accomplishments, of California’s population.
family members or an improved
quality of life.
access the
• The ads do not show or dwell on world
negative images or connotations No switching!
unless strictly necessary for the mes- No monthly fees!
No hidden charges!
sage to hit home, such as for drunk Pay only for the
minutes you use!
driving or AIDS themes.
• If the visuals or messages are nega-
tive or painful the effect will tend to
be the opposite of the desired one:
denial, low recall, anger and finally,
Mexico 16¢ per minute
no action. If the message is portrayed ig¾a ª
¨
what a good id¾a...
with positive emotions the response
recall is much higher.
• The pace tends to be somewhat
slower than for general market mate-
rial.
page 28
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

Asians

Asian Americans currently represent Asian Immigrants by Country of Birth The Asian population is
four percent (4%) of the U.S. popula-
Hong Kong Japan
tion. 7,834 6,011
projected to grow from
Bangladesh
8,221 Philippines
Iran 55,876
11,084
The Asian population is projected to Pakistan 10.5 million in 1998 to
12,519
grow from 10.5 million in 1998 to near- Taiwan
13,401
ly 20 million by 2020, when Asians will nearly 20 million by
India
account for six percent (6%) of the total Korea
44,859

18,185

U.S. population. 2020, when Asians will

China
Asian Immigrants Percentage of Total 41,728
Vietnam
42,067
account for six percent
Total Immigrants 915,000 Source: U.S. INS 1996

Total Asian Immigrants 307,807

(6%) of the total U.S. pop-
Asian
Immigrants Asians are much better educated than
33% the population as a whole. Forty-two ulation.
percent (42%) were college graduates
in 1996, versus twenty-four percent
(24%) of the total population.
Other
Immigrants
Except for a few health conditions,
Asians fare much better than the aver-
Source: U.S. INS 1996
age American. At birth, life expectan-
cy for Asian males is seven years
Metro Areas with the Most Asians longer than average, while for females
Metro Area % Pop. it is five years longer.
Los Angeles 9.2%
San Francisco 14.8%
Asian households are more likely to be
New York 4.6%
Honolulu 63.0% headed by married couples than the
Chicago 3.1% average household - sixty-one (61%)
Washington, DC 3.7%
San Diego 7.9%
versus fifty-four (54%) percent. Only
Seattle 6.1% twenty-four percent (24%) of Asian
Boston 2.5% households are not families. This com-
Houston 3.5%
0 300 600 900 1,200 pares with thirty percent (30%) of
Asian Population [000's] households nationally.
Source: 1990 Bureau of Census

page 29
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

The median income of Asian house-
holds fell nine percent (9%) between
1990 and 1995, after adjusting for infla-
tion. Despite this decline, the median
income of Asian households remains
higher than the median income of all
households.
Fifty-three percent (53%) of Asian
households have at least two earners.
This compares with forty-five percent
(45%) of all households and is the
highest proportion among all racial
groups.
Behind the growth of the Asian popu-
lation is immigration. Asia dispatched
thirty-four percent (34%) of all immi-
grants to the U.S. in 1996; the largest
Most Asian Americans speak English Los Angeles has more
“very well.” Only thirty-eight percent
(38%) of those aged 5 or older do not Asians than any other
speak English fluently. But more than
half of Asians aged 65 or older do not metropolitan area.
speak English “very well.”
A great number of Asian Americans
access the
live in the West, where they account
for about thirteen percent (13%) of the
world
No switching!
population of the Pacific division. No monthly fees!
No hidden charges!
California is home to about thirty-nine Pay only for the
minutes you use!
percent (39%) of the nation’s Asian
population, including fifty-two percent
(52%) of Filipinos and forty-six percent
(46%) of Vietnamese. Los Angeles has
more Asians than any other metropoli-
tan area.
Japan 19¢
per minute
ig¾a ª

numbers came from the Philippines, ¨

what a good id¾a...

India, Vietnam and China.

Fully sixty-three percent (63%) of

Asians in this country are foreign born,
according to the 1990 census. Asians
with ethnic origin in Vietnam, India
and Korea are most likely to be foreign
born. The Asians least likely to be for-
eign born are those whose ethnic ori-
gin is Japan.

page 30
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

Direct Marketing
Through Agent Channels

The U.S. has a large number of experi-
enced telecommunications sales agents
that sell independently for a variety of
companies. These agents have estab-
lished customer bases, established mar-
keting methods, and established sales
offices in both the U.S. and worldwide,
and offer a unique opportunity for the
Company to quickly build a retail sales
operation serving the ethnic residential
and business communities in the U.S.
as well as ethnic populations abroad.
Agents offer the Company an effective,
low risk and relatively low cost entry
opportunity into the ethnic market-
place.
Agents often market “in language” with The Company has, to
sensitivity to cultural idiosyncrasies that
non-natives can not replicate. They date, recruited twenty-
also understand the types of marketing
the intended audience will best six Master Agents, repre-
respond to. Igæa will establish proce-
dures and guidelines with agents to senting a potential $20
support the company’s goals in terms
of product branding and marketing million in VoIP long dis-
image.
tance revenues.
The Company has, to date, recruited
twenty-six Master Agents, representing
a potential $20 million in VoIP long dis-
tance revenues.

Agents incur the initial costs associated

with the marketing, selling and closing
of the customer. Igæa pays commis-
sions to agents only for actual cus-
tomers acquired/revenues generated,
thereby minimizing customer acquisi-
tion costs to the Company.

Since the agent incurs the marketing

expense of acquiring customers, he
also determines the best strategy for
marketing the product within the
Company guidelines. Agents are more
familiar with their intended sales audi-
ence and can penetrate the market-
place more quickly and effectively than
any large company can.

page 31
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Retail Partnership Marketing
The Company will deliver VoIP and data
services to the high profit international
calling market through a variety of tradi-
tional retail channels.
The unique design features of the
Company’s products will allow Igæa to
leverage the power of cooperative media
and marketing relationships in order to
create the appearance and effect of a
multi-million dollar advertising budget
with little up front advertising expense.
The Company will deliver a consistent
marketing message through a variety of
media including television, radio, news-
paper, magazines, web portals, catalogs,
flyers, statement stuffers and various
point of purchase locations, and will fund
this marketing effort by entering into joint
venture agreements with media, corpo-
rate and affinity partners to share long
distance/communications revenues in
lieu of purchasing advertising space
directly from those partners.
The Company’s products lend themselves
to fully scalable, indirect, media-based
revenue sharing. This type of coopera-
tive partnering is essentially unavailable
to the Company’s competitors.
For example, open switch 10-XXX dial
around competitors can not offer revenue
sharing to media partners because of
these companies’ inability to trace a direct The Company can directly
line between marketing dollars expended
and customer usage. Open switch 10- measure customer
XXX competitors like 10-10-321 spend
millions of marketing and advertising dol- response to all marketing
lars blindly, hoping that aggregate cus-
tomer usage will generate an overall prof- efforts by a given media
it for their services. 10-10-321 cannot
trace customer usage to a particular partner, and can directly
advertiser with certainty and therefore
cannot revenue share with those adver- compensate partners for
tisers. On the other hand, the Company
can directly measure customer response revenues generated their
to all marketing efforts by a given media
partner, and can directly compensate unique local or toll free
partners for revenues generated their
unique local or toll free access number. access number.
Traditional 1+ competitors can track cus-
tomer acquisition and pay commissions
based on actual subscriptions. However,
this “signing up the customer” paradigm
requires face to face or telemarketing
sales and dedicated sales agents and/or
sales efforts on the part of affiliates. In
• 5.9¢ per minute!
contrast, the Company’s products can be • Works on your phone now!
• No switching!
• No monthly fees!
marketed via point to multipoint mass
media. No face to face selling is required, ig¾a ª
what a good id¾a...
¨
yet commissions will still result from suc-
cessful advertising campaigns, billing
stuffers, newsletters, point of purchase
displays and other marketing methodolo-
gies.
page 32
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

Potential revenue sharing partners

for the Company include:

• Cable television providers or utility
companies looking to bundle telecom
services;
• Individual cable channels looking for
the next successful per inquiry infomer-
cial to provide residual monthly
income;
• Credit card companies interested in
generating profits from billing state-
ments;
• National retailers and member organi-
zations seeking new service offerings;
Further illustration of potential revenue sharing partners includes:
• Affinity groups searching for new Igæa will deliver a turn
sources of revenue that are market
driven and require little sales effort, dis- key package to resellers
tribution, maintenance or personnel;
• Newspapers or magazines with rem- consisting of enhanced
nant advertising space currently going
to waste; VoIP and data services,
• Independent agents looking for small
business opportunities; billing and collection,
• Internet portals eager to increase adver-
tising revenues through creative deal customer service and
structuring.
back office support.

Print Catalogs (e.g. Damark, Hello Direct)

Newspapers ethnic (Chinese Daily News, Filipino Reporter)
Newspapers domestic (USA Today, LA Times)
Newspapers alternative (Village Voice, LA Weekly)
Magazines (Saludos Hispanos)
Directories (Chinese Yellow Pages)

Electronic Radio ethnic (KAZN, KORG)

Radio domestic (local affiliates, national syndications)
Broadcast TV ethnic (WNJU-TV, KTSF)
Cable programming ethnic (CTN, Telemundo)
Cable providers (Intermedia, Jones)
Satellite providers (DIRECTV, Dish Network)
Internet Portals & Content Providers (iVillage, Amazon.com)

Affinity Not for profits (MADD, SMART)

Associations (AAA, USAA, AAN)
Buying clubs (Sam’s Club, Costco)
Universities (Vanderbilt, UCLA)

Corporate Utilities
Credit card companies
Travel companies
Retailers

page 33
CONFIDENTIAL

Comprehensive Strategic Marketing Plan

Marketing Through
Wholesale Channels

The Company will offer its services to
established industry resellers and
established sales and distribution chan-
nels seeking to expand their product
offerings, who will then privately
brand the product to sell under their
respective company names.
Igæa will provide the following sup-
port services to resellers:
• Remit reseller net revenue from LEC
remittance;
• Provide customer service to resellers;
The Company projects
that resellers will gener-
ate $3 million in 2000
revenues with 20% antici-

Igæa will deliver a turn key package to
resellers consisting of enhanced VoIP
and data services, billing and collec-
tion, customer service and back office
support.
• Provide customer service for billing pated growth per quarter.
inquiries to end users;
• Conduct periodic training sessions
for resellers;

Resellers will provide the following • Provide usage reporting to resellers;

functions:
• Resellers will purchase the Igæa
products and services at a designat-
ed, volume based “buy rate,” and set
their own retail rates to charge the
end user;
• Resellers will acquire customers
through their preferred marketing
and sales channels;
• Resellers will print & distribute sales
literature and fulfillment kits;
• Resellers will provide front line cus-
tomer service;
• Resellers will train sub agents;
• Supply prototypes of sales literature
and fulfillment kits.
Resellers will be responsible for bad
debt. Net revenue to reseller will be
factored by deducting wholesale
minute rate, LEC fees and bad debt
reserve from gross billings. Igæa will
true up bad debt reserve with reseller
in congruence with the LEC true up
process to Igæa.
Resellers are expected to realize 17%-
20% gross margins.
Like agents, resellers typically have a
strong presence in the international
and ethnic communities in the U.S.

• Resellers will manage and administer

related business functions.

page 34
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Many resellers are agents who have
advanced to the next level of sophisti-
cation in terms of customer acquisition,
customer support and revenue volume.
Other resellers are entrepreneurial
companies offering a variety of prod-
ucts and services of which telecom rep-
resents a portion of their aggregate rev-
enues.
Resellers can be either U.S. or foreign
based. They are typically larger, often
significantly larger than agents, and
commit to purchasing agreements and
additional responsibilities in order to
increase their internal profit margins.
Many of the same issues that affect
agents also affect resellers such as
timely and accurate reporting and back
office support. Igæa will deliver many
of its support services to resellers, as it
does to agents, via the company’s web
site.
The Company projects that resellers
will generate $3 million in 2000 rev-
enues with 20% anticipated growth per
quarter.
Global Clearinghouse
Opportunity
In addition to deploying its own IP In addition to deploying
gateways, the company is developing
partnering channels for strategic place- its own IP gateways, the
ment of IP gateways pre-configured to
integrate with Igæa’s network intelli- company is developing
gence and enhanced services platform.
partnering channels for
For example, the Company has identi-
fied opportunities to promote gateway strategic placement of IP
deployment through an existing base
of global resellers and agents who will gateways pre-configured
invest in a business opportunity to
offer VoIP to their existing customer to integrate with Igæa’s
bases by purchasing IP gateways
through Igæa. In this manner the network intelligence and
Company will offer the equivalent of a
franchise opportunity to worldwide enhanced services plat-
entrepreneurs. Growth will only be
constrained by the number of busi- form.
nesses the Company is able to contact
and its internal financial resources to
assist as necessary in funding the build-
out of the franchised network.
page 35
CONFIDENTIAL
Comprehensive Strategic Marketing Plan
Additional candidates to become Igæa
certified partners include:
• Domestic ISPs that have an existing
customer base and knowledge of the
data and internet industry and would
like to offer voice and other value
added features to their customers
thereby increasing revenues and
profitability;
• Foreign ISPs with similar domain
experience and established cus-
tomers;
• Switched and switchless telecommu-
nications resellers in both the U.S.
and abroad that are interested in
offering VoIP services but lack the
technical experience or financial
resources to deploy their own VoIP
network.
Enterprise Sales
Opportunities
Enterprise opportunities in VoIP are
expected to grow rapidly within the
next few years as technology improves
to facilitate seamless integration
between VoIP gateways, corporate PBX
telephone systems and global WANs.
As a first mover in the enterprise arena,
Igæa will deploy its established retail
sales channels to deliver the technolo-
gy that is being developed by Cisco
and others to bring enterprise VoIP into
the mainstream of business telecom-
munications solutions.
page 36
CONFIDENTIAL
Network Deployment and Operations
Voice over Internet Protocol
(VoIP)
Igæa will build and deploy a worldwide
Voice over Internet Protocol (VoIP) net-
work consisting of IP gateways, routers
and SS7 technology provided by Cisco.
The company will locate IP Gateway “on
ramps” in major metropolitan regions
within the United States and will locate,
co-locate or subcontract IP Gateway “off
ramps” in select termination points
worldwide.
The Company has engaged Neteffect
(Atlanta, Georgia), a professional services
group, to assist with the planning and
deployment of its VoIP network.
VoIP is an emerging technology that con-
verts voice to data and allows voice to be
delivered over traditional data networks.
An IP Gateway is a computer switching
device which contains hardware and soft-
ware components including a digital sig-
nal processor (DSP) to convert analog
voice to data for IP transmission.
Network Map Phase I
International
Gateways
Igæa customers will access the compa- Igæa will build and deploy
ny’s VoIP network through the compa-
ny’s IP Gateways by dialing either a toll a worldwide VoIP network
free number or a seven digit local
access number. In the same manner as consisting of IP gateways,
a calling card, customers will hear a
voice prompt which will provide easy routers and SS7 technolo-
to understand instructions for placing a
call or accessing any of the enhanced gy provided by Cisco.
features on the network such as con-
ference calling, voicemail, account
information, customer service, etc.
When the customer has chosen to place
an interstate or international call, a series
of events takes place to connect that call
to the destination telephone number.
Before voice can be transferred over data
lines it must be digitized by the DSP.
Once digitized, voice can be broken into
packets and transferred according to the
same internet protocols as other internet
multimedia and data.
page 37
CONFIDENTIAL
Network Deployment and Operations
The digitized packets are delivered to
the IP backbone provider and deliv-
ered to an IP Gateway “off ramp” with
close proximity to the called party.
Data routers provided by Cisco manage
the flow of packets across the network
in accordance with the digital address-
es assigned to each packet at the time
they are initially converted to digital
format.
At the destination IP Gateway, the
packets are reassembled and the data
is converted back to voice as an analog
signal. Finally, the signal must inter-
face with the public switched tele-
phone network (PSTN) usually con-
trolled by the foreign PTT, or in the
case of domestic calls, the incumbent
or competitive local exchange carrier
(ILEC or CLEC) such as Bell Atlantic or
SBC to be delivered the “final mile” to
the called party.
Call routers route the individual pack-
ets but the entire call itself is managed
by softswitch technology developed by
Cisco and its partners. A softswitch is
a sophisticated software application
designed to add network intelligence
to a distributed configuration of IP
routers and gateways. The softswitch
incorporates Signaling System 7 (SS7)
technology to manage call flow and
port capacity and to establish data flow The Company has
pathways and to assure optimal trans-
mission quality. engaged Neteffect
Igæa will deploy a softswitch with SS7 (Atlanta, Georgia), a pro-
capability to enable the company’s IP
gateways to offer VoIP call manage- fessional services group,
ment and control. Then, once the
Company’s softswitch is installed, the to assist with the plan-
Igæa network will be capable of rapid
growth in that numerous IP gateway ning and deployment of
“boxes” can be configured into the net-
work to supply an unlimited number of its VoIP network.
gateways on both a domestic and
international basis.
Igæa will deploy an increasing number
of IP gateways to systematically add
value to its network. Gateways will be
deployed in strategic locations both
domestically and abroad to enable the
company to provide access to its cus-
tomer base in major urban centers in
the U.S. and to enable international ter-
mination in key countries overseas.
page 38
CONFIDENTIAL
Network Deployment and Operations
Circuit Switched Network
Utilization
The Company plans to initially develop
its enhanced services on a traditional
circuit switched network and then to
migrate traffic to the VoIP network as it
becomes operational and after beta
testing has demonstrated that the com-
pany can guarantee point to point
voice quality of service (QoS) to its
customers.
The Company will operate an
advanced telecommunications network
consisting of three or more switches
managed by a Service Control Point
(“SCP”), a network server which con-
trols the processing of each call; inter-
faces between the programmable
switch and various internal and offline
databases; interacts with a Voice
Response Unit (“VRU”), and generates
a Call Detail Record (“CDR”) utilizing
the Company’s customized billing soft-
ware. Calls will be transported over
leased transmission lines and sophisti-
cated network management systems
designed to optimize traffic routing.
The Company’s network will provide
high quality, reliable transmission and
switching. The Company’s network
surveillance capabilities, including self-
diagnostic software, will enable the
Company to anticipate and correct
problems before they result in service
interruption.
Leased Transmission Lines
The Company will lease transmission Unlike many purely
lines from a variety of facilities-based
and resale long distance carriers. The technical competitors
Company will contract with these enti-
ties with terms ranging from twelve to and would be carriers,
twenty-four months. The Company
will supplement its leased “on-net- the Company’s manage-
work” capacity with “off-net” services
from a variety of resale and facilities- ment has demonstrated
based long distance carriers.
its ability to generate
The Company is currently evaluating
co-location opportunities and carrier significant internation-
pricing from Qwest, Global Crossing,
Level 3 and Williams Communications. ally terminated voice
and data revenue
Billing Collections and Data
Processing through proven agent,
The Company believes that accurate reseller and partner
and sophisticated information systems
are critical to growth in the telecom- marketing channels.
munications industry. The Company
will dedicate substantial resources to its
information systems and believes that
the strong growth of its enhanced serv-
ices business will largely be attributa-
ble to the existence of strong partners
in both back office and billing platform
services.
page 39
CONFIDENTIAL
Network Deployment and Operations
The Company’s information systems
will enable the Company to:
• Monitor and respond to the evolving
needs of its customers by developing
new and customized services;
• Provide sophisticated billing informa-
tion that can be tailored to meet the
requirements of its customer base;
• Provide high quality customer serv-
ice;
• Detect and minimize fraud;
• Verify payables to suppliers; and
• Integrate additions to its customer
base.
The Company believes that its network
intelligence, billing and financial report-
ing systems will enhance the
Company’s competitive ability and pro-
vide a platform for future growth and
the expansion of its product line.
The Company’s billing information sys-
tems and services will be provided by a
“LEC clearinghouse.” A LEC clearing-
house processes raw switch data into a
format that can be used by the LECs
(Local Exchange Carriers) to produce
end-user invoices. This data processing
is executed on specially designed com-
puters operating a proprietary software The Company will lease
program. The clearinghouse receives
the Company’s raw call records directly transmission lines from a
from the Company’s SCP. The calls are
then rated according to standard rates variety of facilities-based
or according to customer specific rates,
if applicable. Rated calls are sorted and resale long distance
depending on which LEC will actually
bill the end user and then placed in an carriers.
industry standard format (“EMI”). The
clearinghouse prepares management
reports which provide the Company
with the total number of calls, minutes
and dollars billed during that bill cycle.
The Company is currently negotiating
billing and collection agreements with
Billing Concepts (formerly USBI), the
leading billing company in the industry
and the clearinghouse for AT&T’s 10-
10-345 (Lucky Dog).
Billing Concepts has existing agree-
ments with all of the Local Exchange
Carriers (LECs), including all of the
Regional Bell Operating Companies
(RBOCs) that cover approximately
ninety-six percent (96%) of the
switched access lines in the U.S. These
agreements will permit Igæa to place its
customers' call detail records on the
customers' regular monthly local phone
bill. In addition, by billing through the
LECs, the Company benefits from the
LECs extensive collections infrastruc-
ture.
page 40
CONFIDENTIAL
Network Deployment and Operations
Customer Service
The Company recognizes that excellent
customer service is indispensable to
any enterprise that aspires to be a mar-
ket leader. However, Igæa further sub-
scribes to the belief that its extraordi-
nary customer service will in itself be a
point of distinction relative to its com-
petitors as part of a larger customer
relationship management strategy.
Indeed, the quality of the Company’s
customer care will be a chief driver of
its success.
Our Customer Service strategy is built
around two convergent concepts:
1. Employing world-class Customer
Service personnel, and fortifying
their quality through continual train-
ing, monitoring and manager feed-
back;
2. Employing cutting-edge call center
technology to enhance our customer
relationship management.
I. Call Center Operations
Customer Service Representatives
(CSRs) will be available from 8 a.m. - 6
p.m. CST Monday through Friday, and
from 9-3 Saturdays.
CSRs will answer marketing inquiries The Company is currently
generated by the Company’s marketing
campaigns, as well as support existing negotiating billing and
customers. CSRs will offer multilingual
capability in answering a broad range collection agreements
of inquiries from prospective cus-
tomers relating to service, pricing and with Billing Concepts (for-
optional or enhanced product features.
The Company’s services are generally merly USBI), the leading
self explanatory, but, the Company
anticipates customer inquiries from billing company in the
approximately five percent (5%) of
new users. First level billing inquiries industry and the clearing-
will be handled separately by repre-
sentatives of the LEC clearinghouse house for AT&T’s 10-10-
who are available 24 hours per day.
The Company estimates billing 345 (Lucky Dog).
inquiries to equal .3% of total calls.
CSRs will use the Company’s cus-
tomized software which delivers
prompt access to accurate, up-to-date
customer account information. This
customized software is a powerful
database which will provide CSRs the
ability to respond swiftly to customer
needs. CSRs will be able to issue cred-
its, log service trouble tickets, record
pertinent customer information into an
account memo field to maintain cus-
tomer history, enter new customers
into the database and assign appropri-
ate billing codes.
page 41
CONFIDENTIAL

Network Deployment and Operations

II. Virtual Call

Center Capabilities

The Company’s Customer Service
Center will rely on Intelligent Contact
Management (ICM) capabilities sup-
plied by Cisco and its recently acquired
company GeoTel. ICM-enabled func-
tions include:
a. Pre-routing of calls based on the
caller’s phone number (ANI), allowing
calls to be electronically directed to the
appropriate CSRs before the customer
speaks to a live person, e.g., with
regard to language requirements, VIP
designations (e.g. high volume callers
with billings in excess of $X per
month are placed in separate call
queues), etc.
d. Harnessing the convergence of IP Igæa believes that
technology will give customers media-
independent access to the company. extraordinary customer
Example: Customers phoning into a
call center might be given a Web page service will distinguish
address that allows a customer-care
representative to take control of their the Company relative to
browser in order to provide detailed
assistance. Customers will also be able its competitors as part of
to send e-mail messages to the cus-
tomer-care center requesting callback. a larger customer rela-
IP-based call centers will use fax, voice
mail and e-mail, giving customers a tionship management
wider range of options for interacting
with the Company. strategy.

b. Geography-independent CSRs will be

organized according to function, serv-
ice offering or skill set, rather than by
geographic location. Calls are auto-
matically routed to the best available
agents regardless of location. Thus,
call agents can be stationed anywhere
inside or outside of the physical space
of the Company.

c. CTI (computer telephony integration),

will allow CSRs to have all relevant
customer history pop up on their
screen before they initiate a live-dis-
cussion with the caller (eliminating the
need for customers to verbally re-state
their account numbers two or three
times, and the need for customers to
wait while CSRs call up their records).

page 42
CONFIDENTIAL
Network Deployment and Operations
Key Network Characteristics
Among the many different types of
standardized data networking technolo-
gies such as X.25, SNA, Frame Relay,
ATM (Asynchronous Transfer Mode),
TCP/IP, Novell IPX, and TDM (Time
Division Multiplexing), only Frame
Relay, ATM, TCP/IP and TDM, along
with proprietary technologies, do well
carrying voice. The key characteristics
a data network must have to carry voice
well are low delay, predictable delivery
of the voice information, a means of
prioritizing the voice traffic ahead of
data, and high enough efficiency to
carry the extra voice traffic.
Frame Relay, ATM and TCP/IP achieve
high efficiency ratings by collecting the
data to be transmitted into packets
(like envelopes) and only sending
them when they are reasonably full. By
not sending empty or nearly empty
envelopes, waste is minimized.
TCP/IP Networking
TCP/IP is a common networking tech-
nology made popular by the Unix
computer operating system and the
Internet. It is now available across vir-
tually all operating systems and is
widely used by many enterprises for a
variety of applications. In fact, there
are estimates that upwards of 90% of
the corporate world is using TCP/IP,
with similar figures for governmental Ninety percent of the
and educational sectors. Any network
that connects to the Internet must run corporate world will be
TCP/IP, and the Internet is growing
rapidly. using TCP/IP by 2000,
TCP/IP is, specifically, a data commu- with similar figures for
nications protocol. A protocol is a set
of agreed-upon conventions or stan- governmental and educa-
dards for interactive behavior.
Communications protocols define how tional sectors.
two devices on a network are to
behave when communicating with
each other; when to talk (send), when
to listen (receive), for how long, how
to correct errors, the proper way of
addressing each other, etc. The various
aspects of a communications protocol
are divided into layers of activity,
where each higher layer builds on the
foundation of the lower layers.
For example, the bottom layer desig-
nates the physical communications
medium such as copper wire, fiber
optic cable, microwaves, satellite, etc.
The next layer specifies the electrical
or optical signaling conventions for the
medium. The “stack” of layers can go
up to layer 7, where the behavior of
the actual user application, such as e-
mail or web browsing, is specified.
The term “TCP/IP” is named for a com-
bination of layer 4 (TCP) and layer 3
(IP) of the so-called “IP” stack. “TCP”
page 43
CONFIDENTIAL
Network Deployment and Operations
means Transport Control Protocol, and
“IP” means Internet Protocol. All so-
called “IP networks” use IP at layer 3;
most also use TCP at layer 4.
For IP networks (and several others),
the communications device that man-
ages the network layer is called a
router. Routers are layer 3 datacom
devices responsible for routing data
from one end of a network to the
other. VoIP applications assume a
router-based IP data network support-
ing TCP. In a VoIP network, the IP
layer can ride over a mixture of differ-
ent layer 2 and 1 protocols. It is also
quite possible, for example, to have IP
running on frame relay on ATM over,
say, copper, microwave or satellite.
Three Types of IP Networks
It is convenient to group all IP net- Igæa has developed a
works as one or a combination of these
three basic types: the Internet; the cor- partnership with one of
porate or Enterprise IP network, some-
times called the Intranet; and the IP the leading providers of
Virtual Private Network (IP-VPN),
sometimes called the Extranet. Some IP telephony switches,
IP networks are made up of all three
types. The Internet and its World Wide Cisco, and will deploy a
Web are probably the most prominent,
but for VoIP, the other two are equally VoIP network utilizing
important.
Cisco equipment over an
An IP network consists of two or more
IP gateways connected together by a underlying domestic IP or
WAN. The WAN typically supports IP
over leased lines, public frame relay, ATM backbone.
ATM, satellite or ISDN connections. In
a managed IP network, data movement
between sites is done expeditiously
with low delay and high predictability.
This is in contrast to the Internet,
where delays can be large and arrival
times highly unpredictable.
The IP-VPN (IP-Virtual Private
Network) is a fairly new type of public
network offering, intended to provide
the managed IP network characteristics
that a VoIP provider needs. It can be
thought of as an “industrial strength”
Internet. Because IP-VPNs are built
with plenty of bandwidth and high-
speed routers, delays are low and
arrival times are predictable.
page 44
CONFIDENTIAL

Network Deployment and Operations

An IP network becomes a viable com- local number portability, mobile (cellu-

mercial option when interfaced with lar) subscriber authentication and
the public switched telephone network roaming, virtual private networking,
(PSTN) to enable point to point con- and toll-free (800/888/877) service.
nectivity from anywhere to anywhere
in the world. To inter-operate with the Unlike the circuit-switched PSTN,
PSTN (or plain old telephone system - packet-switched IP networks provide
POTS), an IP telephony switch must virtual circuit connections between
support the Signaling System 7 (SS7) users. Bandwidth is shared for
protocol, either on-board or via an off- improved utilization of network capac-
board internetworking device. SS7 is ity, leading to lower costs for network
used to efficiently set up wireless and users. Packets are routed to the desti-
wireline calls in the PSTN and to query nation IP address contained within the
PSTN database servers (e.g., to deter- header of each packet and may travel
mine the destination telephone num- over separate network paths before
ber associated with a locally ported arriving at their final destinations for
number or a toll-free (800/888/877) re-assembly and re-sequencing. The
call). The support of SS7 by IP teleph- transmission speed between any two
ony switches represents a critical step users can change dramatically based
in the integration of the PSTN and IP on the aggregate bandwidth require-
data networks. ments of the users sharing the common
transmission medium.
The Public Switched Telephone
Network provides users with dedicat-
ed, end-to-end circuit connections for
the duration of each call. Circuits are
reserved between the originating
switch, tandem switches (if any) and
the terminating switch based on the
called party number. The PSTN also
provides access to Intelligent Network
services using the Signaling System 7
protocol. SS7 is used for basic call
setup, management and tear down,
and to query databases which support
Intelligent Network services such as

page 45
CONFIDENTIAL
Network Deployment and Operations
Because of the popularity of the
Internet, many public telecommunica-
tions networks now carry significantly
more IP data traffic than voice traffic.
Public telecommunications networks,
optimized for voice traffic, are ill-
equipped to handle increasing data
traffic volumes. The growth in IP traf-
fic coupled with customer demands for
integrated voice and data services at
lower costs has led to the adoption of
IP as the preferred protocol to carry
both voice and data in the public
telecommunications network in the
future.
Igæa has developed a partnership with
one of the leading providers of IP
telephony switches, Cisco, and will
deploy a VoIP network utilizing Cisco
equipment over an underlying domes-
tic IP or ATM backbone.
Igæa customers will access the
Company’s VoIP network by placing
either a local access call or toll-free
access call to one of the Company’s IP
gateways, co-located at points of pres-
ence (POPs) in major metropolitan
areas. The customer will be greeted by
an interactive voice response platform
(IVR) prompting the customer to dial
additional numbers to complete the
call and offering enhanced services.
The 64 kilobit analog voice call is con-
verted to digital packets by the Cisco
gateway digital signal processor. Once Igæa customers will
packetized, the voice data can be trans-
mitted across an IP or ATM backbone access the Company’s
to the destination IP gateway where
the signal is converted back to analog VoIP network by placing
to interface with the PSTN. For inter-
national termination, the Company will either a local access call
integrate its IP network with other
international VoIP carriers through or toll-free access call to
peering arrangements at select hubs
such as 60 Hudson Street, N.Y. or 1 one of the Company’s IP
Wilshire Blvd., Los Angeles.
gateways, co-located at
Igæa has chosen the Cisco gateway for
a variety of reasons including scalabili- points of presence (POPs)
ty, the anticipated capability of recog-
nizing voice or modem dial up on the in major metropolitan
fly, and Cisco’s outstanding reputation
as a leading provider of technology to areas.
the data and telecommunications
industries.
Cisco also offers Igæa the ability to
partner with synergistic providers of
VoIP capacity in foreign countries to
provide point to point termination
capability for Igæa international calls.
page 46
CONFIDENTIAL

Competition

Competition in the market for enhanced IP communications services and carrier

transmission services is becoming increasingly intense and is expected to increase
significantly in the future.

Internet Telephony Competition

Revenues (estimates) Market Cap
Projected Revenue Market Valuation
1999 2000 2001 IPO 4-11-00
Net2Phone $47M $65M $141M $1.25B $2.8B
Deltathree 11M 31M 64M 799M 436M
iBasis 19M 40M 101M 1.2B 1.17B
ITXC 25M 70M 205M 1B 1.9B
GRIC 10M 25M 65M 372M 496M

Other Competitors
International Focused LD Competitors
Startec
RSL COM
Teleglobe
Primus
Destia
IDT

10-1-XXXX Competitors
MCI/Worldcom 10-10-321
10-10-220
Telco 10-10-457
10-10-297
Vartec 10-10-811
10-10-636
AT&T 10-10-345
Qwest 10-10-432

page 47
CONFIDENTIAL
Competition
Igæa’s Competitive
Advantages
Partnerships with Industry Leaders
The Company is developing strong
relationships with committed equip-
ment and services providers such as
Cisco, NetEffect, and Billing Concepts
who will offer the technical expertise
and quality of service necessary to
enable Igæa to compete with all other
communications providers in terms of
state of the art technology, time to mar-
ket and reliability of service. Igæa’s
network assets will seamlessly integrate
with PSTN and VoIP networks globally
and will enhance the Company’s mar-
ket valuation in the event of a takeover
opportunity by a larger carrier.
Sales and marketing expertise
Unlike many purely technical competi-
tors and would be carriers, the
Company’s management has demon-
strated its ability to generate significant
internationally terminated voice and
data revenue through proven agent,
reseller and partner marketing chan-
nels.
The Company’s founders and core
managers have extensive industry con-
tacts and revenue generating “direct to
consumer” organizations eagerly await-
ing the launch of the Company’s prod-
uct line. In addition, the cooperative
marketing opportunities available to the
Company through its partner marketing The Company is devel-
channels will create instant access to a
wide range of superior ethnic distribu- oping strong relation-
tion opportunities at a fraction of the
cost of traditional advertising. ships with committed
With its distribution channels in place, equipment and services
the Company becomes a formidable
competitor leveraging the power of its providers such as Cisco,
agents, resellers, media, corporate, and
other established marketing partners to NetEffect and Billing
achieve penetration and saturation of
its target audience. The Company fore- Concepts who will offer
sees access to broad-based consumer
markets, loyal affinity markets, and pre- the technical expertise
viously untapped niche markets, such
as under-served ethnic groups, through and quality of service
these strategic distribution channels.
necessary to enable
Industry knowledge
Igæa to compete with
Management’s experience in the long
distance industry as successful long dis- all other communica-
tance marketers, product developers
and implementers has enabled and will tions providers in terms
enable the Company to identify and
quickly act upon opportunities that of state of the art tech-
competitors have not identified or
responded to. Both the founders and nology, time to market
the core managers bring a wealth of
experience to the Company including and reliability of serv-
corporate, entrepreneurial, legal and
financial. In addition, the Company has ice.
identified and will continue to identify
experts, consultants and advisors in the
industry to help guide the Company to
achieve maximal valuation and oppor-
tunity for growth.
page 48
CONFIDENTIAL
Competition
Shortened timelines, reduced costs
and increased adaptability
The Company’s intention to outsource
critical logistical components saves
time in getting to market and allows for
adaptability to take advantage of more
cost competitive opportunities should
they arise. Also, the Company will
minimize hiring costs, staff turnover,
and management expense through
subcontracting.
General overhead savings
The Company’s distributed architecture
approach to the deployment and main-
tenance of its network assets signifi-
cantly reduces overhead costs for this
opportunity and allows for the majori-
ty of invested capital to be directed to
elements of productivity such as sales,
marketing and customer service, while
leveraging the extensive and generous
credit facilities of Cisco and other com-
mitted vendor/partners for asset
deployment and development.
Management is confident the Company
will optimize growth through more
efficient and creative sales, marketing
and corporate management strategies
than the Company’s competitors.
Partnership Opportunities
with Competitors
While a variety of companies are build- Management is confident
ing extensive global VoIP networks,
certain competitors represent unique the Company will opti-
partnership opportunities.
mize growth through
For example, Nortel Networks and BT’s
Spanish subsidiary are building an more efficient and cre-
Internet telephony and multimedia net-
work in Spain, a 51-node IP network ative sales, marketing and
with more than 10,000 ports to service
more than 1,300 corporate customers. corporate management
This new network may provide inter-
operability with the Company’s domes- strategies than the
tic IP network as well as the
Company’s future expansion into Company’s competitors.
Spain. By partnering with BT, Igæa
can extend its IP reach into areas of
Spain it might otherwise have insuffi-
cient resources to develop.
The potential for both competition and
partnership is expansive. Cisco has
access to a variety of ISPs seeking to
become ITSPs and to offer VoIP to their
customers. While the Company may
view these other Cisco customers as
potential competitors, a superior strate-
gy would be to partner with Cisco to
offer VoIP access on a wholesale basis
to these ISPs with Igæa serving as a
clearinghouse utilizing its distributed
network and softswitch network intelli-
gence technologies.
page 49
CONFIDENTIAL

Competition

Even companies such as Startec that

are offering dial around services to eth-
nic communities while building a glob-
al IP telephony network and clearing-
house, provide opportunity to Igæa.
Startec both buys network capacity
from tier 1 carriers and sells network
capacity to those carriers. In the
emerging world of VoIP, Startec will be
as likely to interoperate with Igæa to
achieve termination in areas where
they have no points of presence as
they will be likely to offer termination
to Igæa in those areas where they are
deployed.

The open standards of the VoIP tech-

nologies being produced by compa-
nies such as Cisco, Lucent, Clarent and
Nortel will insure interoperability and
peering of IP carriers to enhance rapid
growth and ultimately consolidation of
the successful players in the industry.
No single player can go it alone in this
emerging interconnected universe of
communications technology. Con-
sequently, the successful competitors
have agreed in principle to cooperate
in order to create open, non-propri-
etary standards as well as to share
capacity and network intelligence in an
environment where partnership is
rewarded over isolationist behavior.

page 50
CONFIDENTIAL
Risk Factors
An investment in the Company involves
a high degree of risk and should be
regarded as speculative. As a result, the
purchase of equity in the Company
should be considered only by persons or
entities who can afford a loss of their
entire investment. This business plan is
provided for purposes of information
and evaluation only. It does not con-
stitute an offer to sell, or a solicitation
of securities, offers to buy or any other
interest in the business. Any such offer-
ing will be made only by appropriate
documents and in accordance with
applicable State and Federal laws.
Prospective investors should carefully
consider, in addition to matters set
forth elsewhere in this document, the
risk factors described below relating to
the business of the Company.
Limited Operating History;
Negative Cash Flow
The success of the Company cannot be
guaranteed or accurately predicted.
There is no assurance that the Company
will be able to operate its services prof-
itably. Such prospects must be consid-
ered in light of the risks, expenses and
difficulties frequently encountered in the
establishment of new technology and a
new product in an emerging market in
an evolving industry.
The Company has a limited operating
history. The Company began operations
in October 1998 and to date has gener-
ated no revenues. There is no assurance
that the Company will be able to oper-
ate on a profitable basis or that cash
flow from operations will be sufficient to
pay the operating costs of the Company.
There is no assurance that the
Company’s estimate of its reasonably
anticipated liquidity need is accurate or
that new business developments or
other unforeseen events will not occur
that will result in the need to raise addi-
tional funds. In the event that the
Company cannot raise needed capital, it
will have an adverse effect on the
Company.
The Company expects to incur signifi-
cant operating losses and to generate
negative cash flow from operating activ-
ities during its first twenty-four months
of operations, while it develops its prod-
uct line and builds a customer base.
page 51
CONFIDENTIAL
Risk Factors
Significant Capital
Requirements
The Company’s capital requirements
are significant. The Company is
dependent upon the financing pro-
ceeds to fund the cost of development
and to market the Company’s commu-
nications services. The Company
anticipates that the net proceeds of the
fully subscribed Offering will be suffi-
cient to satisfy the Company’s cash
requirements for eighteen to twenty-
four months. However, in the event
the Company’s plans change, its
assumptions change or prove inaccu-
rate, or if the net proceeds of the
Offering or other capital resources and
projected cash flow prove to be insuf-
ficient to fund operations, the
Company will be required to seek
additional financing.
The Company has no current arrange-
ments with respect to sources of addi-
tional financing, and there can be no
assurances that the Company will be
able to obtain additional financing on
terms acceptable to the Company. To
the extent that any such financing
involves the sale of Company equity,
the interests of the Company’s then
existing members could be substantial-
ly diluted.
Uncertainty of New Product
Development
The research and development related
to the Company’s product variety of
enhanced services communications
products has not been completed, and
accordingly, no revenues therefrom
have been generated. The Company
will be required to devote substantial
resources to develop its products.
Technological Risks and Risks
of Obsolescence
The telecommunications industry is
constantly changing. Technological
obsolescence of the Company’s prod-
ucts and underlying equipment
remains a possibility. Competing long
distance and VoIP communications
providers currently offer and are devel-
oping similar products which may
dilute the success of the Company.
There is no assurance that the com-
petitors of the Company will not suc-
ceed in developing related products or
using similar processes and marketing
strategies prior to the Company, or that
they will not develop technology and
products that are more effective than
any which are being developed by the
Company.
page 52
CONFIDENTIAL
Risk Factors
Need for Complex National
and International Marketing
and Sales
The successful execution of the
Company’s business plan entails mar-
keting, brand development and sales
on a national and international basis.
There is no guarantee that the
Company will be successful in manag-
ing a complex strategy of marketing
and sales to effect a reasonable pene-
tration of its products and services into
its target markets on a timely basis.
Reliance on Strategic
Partnerships
The Company will derive a significant
portion of its revenues from the mar-
keting exposure provided by the
Company’s strategic partners. The
Company’s ability to generate retail
revenues will depend upon, among
other factors, its ability to procure
media exposure on a revenue sharing
basis as opposed to traditional media
buying. There is no assurance that the
Company will be successful in devel-
oping such strategic partnerships on a
timely basis, or of developing enough
strategic partnerships to successfully
market the Company’s products, in
spite of early indications of promise.
Substantial Dependence Upon
Third Parties
The Company is in an early stage of
development and has yet to finalize
comprehensive internal management,
personnel and other resources. The
Company depends substantially upon
third parties for several critical ele-
ments of its business including, among
others, promotion and marketing, tech-
nology and infrastructure develop-
ment, billing, fraud control, network
provisioning and customer service.
Dependence Upon Key
Personnel
The success of the Company will large-
ly depend upon the personal efforts of
certain key personnel. The Company
anticipates entering into employment
and consulting agreements with other
key personnel. Competition among
telecommunications companies for
qualified employees is intense, and the
loss of key personnel or the inability to
attract and retain the additional highly
skilled employees required could
adversely affect the Company’s busi-
ness.
page 53
CONFIDENTIAL
Risk Factors
Financial Information and
Forecasts
The Company has limited operating
history. The Company is the sole pre-
parer of the financial information and
forecasts set forth herein. Such finan-
cial forecasts are prepared as of the
date of this document and are based
on the Company’s current best estimate
of the results it expects for the
Company as described herein. The
financial information is not necessarily
prepared or presented according to
generally accepted accounting princi-
ples and does not include end of peri-
od adjustments or complete footnotes.
The Company does not intend to
update or otherwise revise the financial
forecasts to reflect events or circum-
stances existing or arising after the date
of this document or to reflect the
occurrence of unanticipated events,
except as required by applicable law.
None of the financial information and
tables and forecasts has been exam-
ined, compiled or reviewed or is based
on agreed-upon accounting proce-
dures applicable to financial forecasts.
The financial forecasts necessarily are
based upon a number of estimates and
assumptions that, while presented with
numerical specificity and considered
reasonable by the Company, are inher-
ently subject to significant business,
economic and competitive uncertain-
ties and contingencies, many of which
are beyond the control of the
Company, and upon assumptions with
respect to future business decisions
which are subject to change. The
financial forecasts assume, among
other things, that the Company will be
successful. The success of the
Company is subject to uncertainties
and contingencies beyond the
Company’s control. Accordingly, there
can be no assurance that the forecast-
ed results will be realized.
The financial forecasts and actual
results will vary, and those variations
may be material. The inclusion of the
financial forecasts herein should not be
regarded as a representation by the
Company or any other person that the
financial forecasts will be achieved.
The financial forecasts were not pre-
pared with a view toward public dis-
closure or complying with SEC pub-
lished guidelines. Any prospective
investor in the Company is cautioned
not to place undue reliance on the
financial forecasts.
page 54
CONFIDENTIAL
Risk Factors
Government Regulation:
Legislative Risk Factors
The Company is currently subject to
direct regulation by the Federal
Communications Commission (FCC)
which exercises jurisdiction over all
facilities of, and services offered by
telecommunications common carriers
to the extent that they involve the pro-
vision, origination or termination of
interstate or international communica-
tions.
If at some time in the future the
Company offers intrastate long distance
service, the Company will be subject to
regulation by various state public serv-
ice commissions (PSC), public utility
commissions (PUC), and/or state regu-
latory authorities which retain jurisdic-
tion over intrastate communications.
The Company has obtained FCC
authority to provide interstate and
international services through the
resale of switched services of various
carriers. The FCC has classified the
Company as a non-dominant inter-
exchange carrier.
As a non-dominant carrier, the
Company may provide domestic inter-
state communications without prior
FCC authorization, although FCC
authorization is required for the provi-
sion of international telecommunica-
tions by non-dominant carriers.
Non-dominant carriers currently are
required to file tariffs listing the rates,
terms and conditions of interstate and
international services provided by the
carrier. However, generally the FCC
has chosen not to exercise its statutory
power to closely regulate the charges
or practices of non-dominant carriers.
Nevertheless, non-dominant carriers
are required by statute to offer inter-
state and international services under
rates, terms and conditions that are
just, reasonable, and not unduly dis-
criminatory and the FCC acts upon
complaints against such carriers for
failure to comply with statutory obliga-
tions or with the FCC’s rules, regula-
tions and policies.
The FCC also has the power to impose
more stringent regulatory requirements
on the Company and to change its reg-
ulatory classification. The Company
believes that, in the current regulatory
environment, the FCC is unlikely to do
so. The FCC also imposes prior
approval requirements on transfers of
control and assignments of operating
authorizations.
The FCC has the authority to generally
condition, modify, cancel, terminate or
revoke operating authority for failure
to comply with federal laws and/or the
rules, regulations and policies of the
FCC. Fines or other penalties also may
be imposed for such violations.
page 55
CONFIDENTIAL
Risk Factors
There can be no assurance that the
FCC or third parties will not raise issues
with regard to the Company’s compli-
ance with applicable laws and regula-
tions. The Company has engaged FCC
legal counsel to assess the extent to
which the FCC and other governmental
regulations may impact the proposed
business of the Company. However,
the long distance industry is subject to
continually evolving regulation. There
are a number of issues on which regu-
lation has been or in the future may be
suggested. As new regulations are
promulgated, the Company may be
required to modify its business plan or
operations in order to comply with
such regulations. There can be no
assurances that the Company will be
able to do so in a cost-effective man-
ner, if at all.
Competition
The Company expects that competition
from companies both in the Internet
and telecommunications industries will
increase in the future. Many existing
competitors and potential competitors
have longer operating histories, broad-
er portfolios of services, greater finan-
cial, management and operational
resources, greater brand-name recogni-
tion and customer loyalty, larger sub-
scriber bases and more experience.
If Igæa is unable to provide competi-
tive service offerings, it may lose exist-
ing users and be unable to attract addi-
tional users. In addition, many com-
petitors enjoy economies of scale that
can result in a lower cost structure for
transmission and related costs, which
could cause significant pricing pres-
sures within the industry.
The Company recognizes that a variety
of one and two tier long distance and
VoIP carriers offer enhanced communi-
cations services to the ethnic commu-
nities in both in the United States and
abroad.
page 56
CONFIDENTIAL
Risk Factors
The market for enhanced Internet and
IP communications services is new and
rapidly evolving. The primary compet-
itive factors determining success in the
Internet and IP communications mar-
ket are:
• quality of service;
• the ability to meet and anticipate cus-
tomer needs through multiple service
offerings;
• responsive customer care services;
• price.
Future competition could come from a
variety of companies both in the
Internet and telecommunications
industries. Many companies provide, or
are planning to provide, certain por-
tions of the complete communications
solution including Net2Phone and
JFAX.COM.
Several traditional telecommunications
companies, including industry leaders
such as AT&T, Sprint, Deutsche
Telekom, MCI WorldCom and Qwest
Communications International, have
recently announced their intention to
offer enhanced Internet and IP com-
munications services in both the United
States and internationally. All of these
competitors possess:
• substantially greater financial, techni-
cal and marketing resources;
• larger networks;
• a broader portfolio of services;
• stronger name recognition and cus-
tomer loyalty;
• well-established relationships with
many of our target customers;
• an existing user base to which they
can cross-sell their services.
These and other competitors may be
able to bundle services and products
with enhanced Internet and IP commu-
nications services, which could place
the Company at a significant competi-
tive disadvantage. Many competitors
enjoy economies of scale that can
result in lower cost structure for trans-
mission and related costs, which could
cause significant pricing pressures
within the industry.
page 57
CONFIDENTIAL

Risk Factors

Primary competitors in providing carri- The Company believes it

er transmission services include:
will compete favorably in
• long distance carriers, including
AT&T, MCI WorldCom and Sprint its targeted markets due
Corporation;
to its experienced man-
• foreign carriers, including British
Telecom, Deutsche Telekom and agement, strong industry
Nippon Telegraph and Telephone
Corporation; relationships, innovative

• global telecommunications alliances, products, unique sales

including Global One and BT/AT&T;
and marketing strategy,
• emerging carriers providing transmis-
sion services over the Internet, customer retention strat-
including ITXC Corp., iBasis and
AT&T Global Clearinghouse; egy, competitive pricing,

• wholesale carrier providers, includ- high network quality,

ing STAR Telecommunications, Inc.
and Pacific Gateway Exchange. reduced costs and pas-

Competition for carrier traffic is prima- sionate dedication to pro-

rily based on price. Decreasing
telecommunications rates have resulted viding a superior telecom-
in intense price competition. The
Company expects that competition will munications experience
continue to increase significantly as
telecommunications rates decrease. to the communities and
Increased competition could reduce
prices and profit margins, and may customers it serves.
reduce market share.

page 58
For more information contact: Kirk Rittenhouse Manz, CEO
Igæa
119 Windsor Drive
Nashville, Tennessee 37205
E-mail kirk.manz@igaea.com
Telephone 615/353-9737
Facsimile 615/353-9521