USA Internet Inc.
CORPORATE BACKGROUNDER

The Market
Internet use in the United States is growing at an unprecedented rate. According to a recent study by the National Telecommunications and Information Administration ("A Nation Online: How Americans Are Expanding Their Use of the Internet"), 143 million Americans - approximately 54 percent of the population - used the Internet in September 2001. This is nearly a 26 percent increase since August 2000.

There is no doubt: consumers want their Internet. They have greater comfort and confidence in the Internet as a medium for shopping and commerce. According to eMarketer, the world's leading provider of Internet and e-business statistics, nearly one half of Internet users over the age of 14 will purchase goods and services online by the end of 2002, with the numbers increasing at a consistent pace. Nielsen/NetRatings, an Internet audience measurement service revealed that online spending peaked at $8.3 billion in December 2001. All signs point to continued growth in this area.

The business community, too, realizes the Internet's tremendous potential to improve productivity and increase competitiveness. By the end of 2002, Newsbytes (a division of The Washington Post Company, is an independent news service focusing on trends and news that impact the technology industry) predicts that B2B spending will total $482 billion. Beyond leveraging the Internet to purchase goods and services, to enable business transactions and integrate systems, retail businesses have also recognized the Internet as a way to better market themselves to their customers. According to the publishing company, American City Business Journals, small businesses that used the Internet grew 46% faster than those who did not. USA Internet Inc. is a global Internet media company that believes in leveraging the power of the Internet to help consumers and businesses interact with each other, bringing buyer and seller together through the convenience, speed and power of the Web.

About USA Internet Inc.
USA Internet Inc. is a privately held Seattle, Washington-based Internet company founded in 2001. The company's focus is on online Marketing, Sales, Advertising and E-commerce services and develops Online Shopping Marketplaces, Web Marketing Channels, E-Business sites. USA Internet Inc. is also a full service Internet company providing companies with a range of affordable Small Business Internet services including complete Web Design and Development services, Web Hosting, Domain Name Registration services, e-commerce, e-business solutions and online marketing solutions. In addition to SeattleShoppingGuide.com, which was launched in June of 2002, the company also launched MALL INTERNET (www.Mall-Internet.com) in late 1999. The company also has plans to launch several European properties in the future.

The inspiration for SeattleShoppingGuide.com began with the company's Chairman and CEO, NeOmi Evans. Ms. Evans quickly discovered that Seattle's traditional city directories offered limited information regarding the region's diverse, unique businesses and shops, failing to capture the look, feel and ambience of the greater Seattle shopping experience. As a businesswoman with more than 15 years in the fashion design, retail and Internet consulting industries, Evans recognized a niche opportunity. Evans brought years of retail/fashion sales and marketing expertise to the venture. As founding member of a successful Internet consulting practice, Info Edge Internet Services, Evans called upon her e-commerce and retail expertise to create a different kind of Internet media company, USA Internet in 2001. With a strong background in marketing and merchandising in the retail industry, Evans envisions SeattleShoppingGuide.com serving a vital role in helping to build relationships between shoppers and merchants to the mutual benefit of both - a primary mission of parent company USA Internet.

Corporate Philosophy
USA Internet's online properties are created to bring people, businesses, customers and consumers together. The company employs a basic approach to developing its properties: create highly specialized properties, or e-commerce "Hubs," that address the needs of vertical audiences, based on geographic interests, demographic segments and other relevant market conditions. With the Internet reaching nearly 1 billion Web pages, the complexity and sheer volume of information confronting users is overwhelming. USA Internet believes that creating these target-specific "Hubs" will help users sift through this volume, eliminating frustration or information overload. Customers can find what they are looking for and businesses are able to cost-effectively market, sell and increase their brand awareness using USA Internet's audience specific online environments.

As an Internet company, USA Internet is committed to continually adapting to changes in the market and is poised to quickly leverage the phenomenal opportunities that the Internet's growth will bring. The organization is focused on creating relevant, diverse, customer-oriented properties that will make a powerful impact on specific target audiences. The company and its properties are focused on helping merchants and other companies create, market and sustain winning business relationships (both online and off) that provide symbiosis between the Web user and the business provider in a dynamic, comprehensive one stop destination that offers buyers and sellers ultimate access to each other 24 hours a day.

Competitive Landscape
As the first Seattle-oriented Internet property of USA Internet Inc., there's nothing like SeattleShoppingGuide.com in the region. It is not just a search engine. Or just a city directory, like City Search or SeattleInsider.com. It isn't just a local Internet version of the Yellow Pages, either. Those services are focused on entertainment, movies and weekend activities. USA Internet, however, has created SeattleShoppingGuide.com to encompass the best of these things - but with an exclusive focus on commerce - and shopping. Seattle's first Internet shopping portal exclusively dedicated to help consumers find merchants and to assist merchants in reaching existing and potential customers, it is designed for those who travel to, work or reside in the greater Seattle area or its surrounding communities. Most importantly, however, the site is developed by USA Internet, an e-commerce company dedicated to offering its customers services to better market its products through e-commerce enablement, Web design, B2B and B2C solutions.

For consumers, the site provides quick, easy to navigate access to merchants and shops. The content is crisp, original, and more comprehensive than most search engines and city directories, and is highlighted by stunning, memorable photos of area merchants, local sights and the area's most famous (and hidden) attractions. The combined effect is an engaging, inviting shopping portal that users will find simple, comprehensive, compelling and relevant. Unlike city directories or search engines, SeattleShoppingGuide.com offers exclusive merchant specials, advance notices and alerts on sales for site visitors.

Merchants will realize an added opportunity to market their products or services to a highly desirable target audience. Established merchants could use the site as an additional branding tool, increasing the value of their existing marketing efforts. Smaller, less recognized merchants would be able to cost-effectively market themselves through SeattleShoppingGuide.com's inexpensive packages. The end result is a win-win scenario for both shopper and merchant.

Product Differentiators
USA Internet's primary mission is to make its Hubs, including SeattleShoppingGuide.com, an essential, interactive and convenient resource for merchants and customers. SeattleShoppingGuide.com, for example, is divided into three unique sections. All sections are accessible from all pages on the site. The three sections are:

· The Main Directory (a complete searchable search engine of all merchants on the site)
· Eight Premier Shopping Guides (which include a Business Guide, Real Estate Guide, Art Shopping Guide, Cool Shopping Guide, Travel & Vacation Guide, Restaurant Guide, Arts & Entertainment Guide and Health & Wellness Guide)
· Neighborhood Shopping Guides (This unique feature allows customers to identify and target local merchants by favorite neighborhood)

In addition to containing comprehensive content about area merchants in an easy to use, organized format, SeattleShoppingGuide.com offers two unique features not offered through the Yellow Pages or city directories.

"Special Offers" Section - Every customer appreciates having a store concierge to tell them about upcoming specials. Unique to SeattleShoppingGuide.com, the "Special Offers" feature is a resource that can be used by merchants to showcase exclusive information for customers including -- advance updates on sales, exclusive discounts on merchandise, notify customers about free gifts or advertise upcoming customer events. The "Special Offers" section will help to build brand and customer loyalty

"Spotlight" Listings - Every business wants to have its name as a headliner in the spotlight, right? This feature permits merchants to get their business or service exclusively profiled with extensive content and photos on the homepage of one of SeattleShoppingGuide.com's eight appropriate Premier Shopping Guides. The content can be adjusted as the merchant wishes and will be featured for any duration specified by the customer.

Revenue and Business Model
USA Internet Inc. is positioning itself for continued positive growth and has plans for other Internet properties in the future. As such, the company's revenue strategy for its Internet properties is multi-tiered. The organization will employ a mixed revenue model that will include Advertising revenue, revenue sharing through strategic alliances and offering value-added Web design and e-commerce solutions to its customers.

Executive Biography
NeOmi Evans, Chief Executive Officer
NeOmi Evans is a founding member of USA Internet Inc. and brings more than 15 years of international fashion merchandising, marketing, Web design and Internet consulting expertise to the position. Her unique background in both the fashion merchandising and technology industries provides leadership for the company as it seeks to provide unique e-commerce and marketing solutions to vertical markets. As primary visionary for USA Internet, she is responsible for the day-to-day operations of USA Internet. Her primary duties include conceiving corporate strategy and overseeing various departments to ensure that the corporate vision is successfully implemented.

Prior to founding USA Internet Inc., Evans founded Info Edge Publishing Services in 1996, a company that provided Internet and Intranet consulting services, Web design, development and content publishing and distribution. High profile clients included global telecom giant Ericsson Telecommunications. While building Info Edge Publishing, Evans discovered that many small to medium sized retail businesses did not have an effective way to market and sell their products to customers. Combining her background in fashion merchandising and e-commerce, she developed an online property, MALL INTERNET (www.mall-internet.com) - now a property of USA Internet Inc.

Ms. Evans' fashion merchandising background includes serving as a Senior Designer for Christian Dior in Paris, France and New York. There, she developed an international perspective on fashion and retail merchandizing. Evans also did design and merchandising work for Positive Attitude Inc. and Leslie Faye Inc./Sassco Inc., both of New York, and Founder and Publisher of an apparel industries trade magazine.

She is a graduate of Parsons School of Design in New York City, one of the largest and most prestigious Art & Design Universities in the country.

Customers
With tourist season just getting started in Seattle, an increase in summer event planning and increased recreation, USA Internet has already begun signing up several customers. USA Internet's customers range from large, well known companies to smaller local merchants that include such companies as The Washington Athletic Club, The Alexis Hotel, upscale men's clothier, Barcelino, Seattle Boat Charters, Marci Jewelry of Bellevue, Delta Whistler Resorts of Whistler, B.C., Boreas Inn and Resort, Emerald City Charters and Payroll Solutions Inc. The company continues to win new customers in a variety of industries.

Innovation · Style · Value · Diversity
Our commitment is to style, innovation, customer value and diversity combined with leveraging the explosive growth of the Internet as a marketing and sales tool. USA Internet's goal is to simplify the process of finding and using the relevant information for all involved and creating e-commerce hubs that fulfill the need of various niche markets.

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