July 2001

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July 2001
Investor Presentation Prepared for AOLTW
Strictly Confidential
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Agenda

• I. Executive Summary
• II. Management Introductions
• III. The Company
• IV. Organization Ownership Structure
• V. Financial Overview

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I-View-ItVisualizations for the Future
Imaging
Video
Two inventions discovered in the pursuit of
helping children save the planet were created
using out-of-the-box thinking and have led to
significant advancements in imaging and video
processes.
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I-View-It Processes

• I-View-It is an innovator providing Patent
  Pending Intellectual Property processes in video
  streaming and imaging, focusing currently on
  three of its core IP assets
• Video streaming scaling processes that enable the
  delivery of rich media to be provided distortion
  free, at full screen resolution with normal TV
  equivalent frame rates of between 24-29 fps, at
  extremely low bandwidths and at high bandwidth
  provide superior processing efficiencies.
• Image scaling process for creating high
  definition user controlled super zoom and pan
  capabilities levels without macro blocking and
  pixelation. The image scaling process may be
  applicable to every known screen for imaging.
• Combinations of the two processes, creating a
  user controlled video or television environment
  with super zoom and pan applications, (currently
  in RD).

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I-View-It Video Process

• Mathematical Scaling Formula For Encoding
  Playback of Video for Streaming and/or
  Downloading
• I-View-Its revolutionary process for video
  compresses video at an incredible 75 less data
  than previous technologies by utilizing a scaled
  encode for large screen playback. This process
  yields
• Less processing power required for full screen
  data by 75!
• File size for full screen representation reduced
  by 75 making high impact full screen video
  available for download at any bandwidth!
• Full-screen, full-frame rate video (including
  high quality stereo) at 150-300 Kbps, a 90
  reduction over previous standards!
• At modem bandwidths this process provides a
  markedly improved video quality over prior
  Internet industry standards.
• This process has applications that are being
  explored on the higher ends of the encoding and
  bandwidth spectrums. As a result of the
  I-View-It processes on the encoding and decoding
  systems these applications may yield efficiencies
  in High Definition markets.
• Enables stereo audio with full lip
  synchronization of audio/video.

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I-View-It Imaging Process

• Mathematical Scaling Formula For Encoding
  Viewing Images with Super Smooth Zoom Pan
  Capabilities
• The I-View-It proprietary imaging system is
  designed to provide clear, sharp images, which
  can be zoomed into at great depth, and panned
  around at the discretion of the viewer, or under
  program control. The resulting experience is one
  of immersion into the image and an ability to
  view detail at a level heretofore not thought
  possible.
• This process yields
• Yields user controlled zoom pan for screen
  applications.
• Resilient to pixel distortion when magnified over
  200x.
• The image scaling process may be applicable to
  every known screen for imaging.
• Allows new user controlled zoom pan for imaging
  and video appliances. Applications include
  Cameras, Televisions, Video Cameras, DVD
  Players, Scanners, Printers Copiers.
• Easily integrates into Hardware and Software
  Applications.
• The user now has the ability to design an image
  with a zoom magnification factor in mind and have
  the corresponding parameters to create the zoom
  factor.

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I-View-It Combination Video and Imaging Processes

• Mathematical Scaling Formula For Encoding
  Playback of Video with Remote Control
  Camera\Video interface coupled with the
  Mathematical Scaling Formula For Encoding
  Viewing Images with Super Smooth Zoom Pan
  Capabilities
• Combined I-View-It video and imaging processes
  create a user interface that allows camera
  control and zoomable video streams. Allows user
  to take video feeds and pan zoom on individual
  frames or streams.
• Ideal for the security market and sports events.
• May apply to all video playback devices.
• In RD

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I-View-It Executive Summary

• Focused intellectual property strategy
• Five US Patent Pending Applications
• Six Patent Cooperation Treaty (PCT International)
  Applications
• Two US Provisional Patent Pending Applications
• RD to yield further Intellectual Property
• Versatile technology applications and
  comprehensive revenue model
• Platform agnostic imaging and video processes
  applying to a vast array of products across
  software and hardware industries
• License Royalty revenue model
• Validation through high visibility beta test
  customers
• 17 customers since May 2000 product launch
• High profile customers with significant market
  presence
• Validation of both video and imaging processes
• Poised for rapid growth
• Seeking 10 million of growth capital

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Management Introductions
click on name to see resume

• Chief Executive Officer, (Identified)
• Strong Media/Entertainment Background
• Strong Computer Industry Background Licensing
  Hardware Software
• Aidan Foley, Advisor to the Board
• Clearview Networks Chief Executive Officer
• Eastman Kodak/Cinesite President CEO
• Eastman Kodak President and General Manager,
  Advanced Technologies
• Peter Lee, pro tem President CTO
• IBM - Global Development Executive, Broadcast
  Advertisement Solutions
• GeoVideo Networks (a Lucent Technologies Company)
  President CEO
• Hitplay Media, Inc. - CTO, VP of Engineering

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Management Introductions Cont

• Ross Miller, pro tem Chief Operating Officer
  General Counsel
• OutSource Partners, Inc. - Vice President and
  General Counsel
• Moovies, Inc. - Senior Vice President and General
  Counsel
• Rogers Hardin - Corporate Counsel
• Schwartz, Cooper Greenberger Krauss Partner
• Katten, Muchin Zavis Partner
• Maurice R. Buchsbaum, EVP - Business and
  Corporate Development
• Drexel Burnham Partner
• Kidder Peabody Partner
• JW Genesis\First Union Partner
• Emerald Capital Partners - Partner
• Kevin Lockwood, VP Sales and Business Development
• Former EVP of Cylex Systems
• National Sales Manager for Acer America
• Managed launch of Fujitsu PC in the US

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Management Introductions ContClick on name to
see resume

• Jack P. Scanlan, VP Advertising and Publicity
• Columbia Pictures - The Burbank Studios
  Publicity/Promotion Manager
• 21ST Century Films Vice President
  Advertising, Publicity, Promotion
• Cannon Films National Promotion Director
• Eliot Bernstein, Founder and Vice Chairman
• I-View-It Technologies Founder
• President CEO SB Lexington Inc.

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Company Milestones
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Company Milestones Continued
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Intellectual Property Portfolio
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Intellectual Property Strategy

• Utilize nationally recognized IP Licensing
  counsel to ensure maximum protection
• Irell Manella LLP
• Blakely, Sokoloff, Taylor Zafman
• Armstrong Hirsch Jackoway Tyerman Wertheimer
• Establish market precedence through licensing
• Strong RD effort to develop new applications
• Acquire similar IP to enhance patent portfolio

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Markets for Imaging Intellectual Property
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Markets for Video Intellectual Property
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I-View-Its Imaging Process
Mathematical Scaling Formula For Encoding
Viewing Images with Super Smooth Zoom Pan
Capabilities
For 3,000 years man has sized art to fit the
frame. Sounds logical? For 30 years screen
images have been sized to fit the frame they were
presented in. When zoomed on they became
pixilated. Three years ago it was discovered
that images for screens should be tremendously
larger than the picture frame, thats if you want
to create a zoom factor. Three years later and
the world is changing! Goodbye pixelization.
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Prior Zoom Imaging Demonstration
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I-View-It Imaging Process Demonstration
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I-View-It Video Process

• Industry practice had been limited to 160 x 120
  and 240 x 180 frame size in order to achieve
  acceptable video quality.
• I-View-It developed a process through which it
  has greatly expanded the industry standard for
  video quality. This process
• is based upon a consistently applied frame size,
  for example 320 x 240 throughout the digitizing
  and encoding processes and
• delivers to the encoding step a pre-processed
  file which increases the efficiency of the
  encoding step by maintaining the integrity of all
  source parameters.
• playback of the scaled video to full-screen
• As a result of this process, I-View-It is able to
  deliver consistently superior video product in
  full-screen.
• I-View-It is continuing to develop pre-processing
  techniques that will further enhance video
  quality.

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Video Encoding Prior to the I-View-It Video
Process
Source ??????
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Video Encoding Prior to the I-View-It Video
Process
Will Pentium III Live Up to its Hype Intel gives
a sneak preview of the features in its Pentium
III processor The holy grail of multimedia? by
Tom Steinert-Threlkeld - Inter_at_ctive Week Online
from February 1999   The Pentium III processor
promises the ability of providing the holy grail
of multimedia on the Net The ability to display
on a full computer screen -- the "wished for 30
frames a second," as In-Stat analyst Max Baron
puts it, that provides the fluidity and crispness
of conventional motion pictures. But that is
only if Internet users have high-speed
connections that transfer 1.5 million bits of
data or more, Intel engineers say.   To the
average PC user, a high-speed connection to the
Web is still 56 thousand bits a second or less.
At those rates, Web pages will feature more and
better stock tickers
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Prior Industry Specifications
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Prior Video Process Demonstration
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I-View-Its Video Process Demonstration
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Impact of Encode Frame Size on Full Screen
Viewing Quality
Based on studies performed by Dr. Christopher
Taylor of the Milwaukee School of Engineering
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Impact of Encode Frame Size on 360 x 240 Viewing
Window Quality
Based on studies performed by Dr. Christopher
Taylor of the Milwaukee School of Engineering
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Business Strategy

• Become a leading licensor of the technologies
• Partner with selected customers and technology
  leaders
• Build recurring licensing and service revenues
• Provide superior products through RD innovations
• Expand IP base through RD and/or acquisitions
• Bring on strategic industry investors

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Customers Prospects in Target MarketsVideo
Customers in Bold
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Customers Prospects in Target MarketsImaging
Customers in Bold
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Marketing Strategy

• Target high profile content owners and
  distributors
• Co-brand with Industry Leaders
• National print media campaign targeting corporate
  decision-makers
• National B2B public relations campaign
• Target market trade show presence

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Strategic Partners

• BlueZone
• Open Graphics
• Medical OnLine
• Atlas EntertainmentBrings I-View-It high profile
  branding video-on-demand, and pay-for-view
  Internet broadcast opportunities with the likes
  of Alanis Morissette, Ellen DeGeneres, etc.
• Versifi/REEFThe two parties have a co-marketing,
  license, and production relationship as well as
  inclusion of I-View-Its imaging processes and
  software with the Versifi content management
  software for resale within the IBM e-commerce
  tool suite. Versifi Inc. specializes in building
  easy-to-use, enterprise Java applications to
  enable the creation, delivery and management of
  dynamic Web content. Versifi's Dynamic
  Information Delivery (D.I.D.) system provides the
  underlying architecture for deploying
  high-change, content-rich intranet, Web and
  e-commerce sites without the associated costs of
  limiting scripting technologies.

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Target Milestones

• 3Q 2001
• 3Q - 4Q 2001
• 1Q - 2002

• Secure growth capital
• Hire CEO
• Hire SVP of Sales/Marketing
• Hire CTO and CFO
• Close Technology Licenses in Target Markets
• Launch branding campaign
• Introduce technology enhancements

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Board of Directors

• Maurice Buchsbaum
• CEO of Emerald Capital Partners
• Drexel Burnham
• Kidder Peabody
• JW Genesis
• Simon Bernstein (Chairman Emeritus)
• President, S.T.P. Enterprises
• President, S.B. Lexington
• Eliot Bernstein
• I-View-It Founder Vice Chairman
• Gerald Lewin
• CPA - Senior Partner of Goldstein Lewin Co.

• Donald Kane
• Prior Managing Director at Goldman Sachs
• President of GDI, holding company of 4 B2B
  companies
• Vice Chairman of Sagence Systems
• Director of Versifi and Ergo Systems
• Kellogg Graduate School of Mgmt.
• Bruce T. Prolow
• Tiedemann Investment Group
• Ken Anderson
• MyCFO
• Prior Partner, Arthur Andersen Private Client
  Services
• Director of Schaeffer Autosimulation

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Advisory Board

• Alan Epstein
• Partner - Armstrong Hirsch Jackoway Tyerman
  Wertheimer
• George deBidart
• President CEO - TSI Motorsports Marketing
• President CEO - The Source, Inc.
• Stephen Verona TBD
• David J. Colter
• Warner Bros. VP Advanced Technology

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Capitalization Table
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Capitalization Table Continued
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Capitalization Table Continued
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Capitalization Table Continued
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Financing History
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Use of Proceeds
Assumes a 12-16 month period
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Video Imaging Showcase
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The Sights and Sounds of the Internet
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Income Statement (ending Dec. 31)
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2001 Video Revenues
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2001 Imaging Revenues
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Imaging Revenues by Quarter
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Video Revenues by Quarter
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Revenues by Quarter
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Cash Flow Statement
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Balance Sheet
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I-View-It Imaging Process
Source Image si Aspect Ratio siw / sih
sir (width of the image divided by the height of
the image, in inches)
The Viewing Window is the window, defined in
pixels, within which is to be displayed the
virtual image, scaled to fit. Viewing Window
vw Viewing Window Aspect Ratio vww / vwh
vwr Viewing Window width in pixels vww
Viewing Window height in pixels vwh
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I-View-It Imaging Process
To fit the Source Image to the Viewing Window
Compare the Source Image Aspect Ratio to the
Viewing Window Aspect Ratio if sir then Viewing Image height (vih)
vwh Viewing Image width (viw) vih sir
if sir , vwr then Viewing Image width (viw)
vww Viewing Image height (vih) viw / sir
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I-View-It Imaging Process
The Maximum Magnification Factor is defined as
the ratio of the Virtual Image area to the
Viewing Image area. This ratio will determine
the amount of zoom available without causing the
image to distort due to fewer pixels in the image
being displayed than available in the Viewing
Window. Maximum Magnification Factor
mmf Viewing Image area viw x vih
via Virtual Image area virtiw x virtih via
x mmf virtia To obtain the Virtual Image
width and height virtiw virtia
sir virtih virtiw / sir
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I-View-It Imaging Process
A zoom to the maximum level will be shown in the
Viewing Window as shown below. By panning the
Viewing Window, every portion of the Virtual
Image may be viewed from each level of zooming.