SANTA FE CAPITAL GROUP, INC. ("SANTA FE"), formed in 1996, which incorporates by extension its sister company, ADS Financial Services, Inc., formed in 1972, is the leading investment banking firm servicing the Internet service provider ("ISP") industry. Santa Fe has served as intermediary in more transactions involving ISPs than any other similar investment banking firm in the world.

SANTA FE’s primary business is raising capital privately, finding buyers for owners of companies that seek to sell and finding and valuing acquisition targets for buyers. Its secondary channels are valuations, industry studies and seminars.

SANTA FE has established a franchise in the ISP market. The underpinnings of this franchise are the following: (1) we find the best acquirors for our ISP clients; (2) we find the best investors for our Internet-related clients; and (3) because of the ubiquity of our frequently published valuation spreadsheet, SANTA FE is one of the price setters in the purchase and sale of ISPs.

· More ISPs seeking to be acquired list themselves with SANTA FE than any other intermediary. Presently more than 30 ISPs are listed with SANTA FE.

· SANTA FE has initiated and advised on the sale or venture capital funding of 32 ISPs since August, 1995, ranging in size from $250,000 to $12.5 million, with an average transaction size of $2.8 million.

· SANTA FE has advised telephone companies (Teleglobe), public utilities (Central & Southwest), cable tv providers (Jones, Helicon) on their ISP strategies.

· SANTA FE assisted JavaNet, Inc., Springfield, MA in raising the necessary capital to acquire the largest ISP in Conneticut.

· SANTA FE represents a number of cable TV carriers and local telephone companies in their search for ISPs in their MSOs to acquire for cross-marketing and brand extension purposes.

Those We Have Served:

Among the clients that SANTA FE has served include AGIS, Best Internet Communications, Inc., Clever Computer Co., CRL Network Services, Inc., Cybergate Corp., Global 2000, Gnat Net, Inc., InterAccess, Inc., Interactive Associates, Inc., Internet America, Internet of Asheville, JavaNet, inc., Mindspring Enterprises, Inc., Network 99, Inc., News Corporation, Pioneer Global Communications, Inc., Tech-Comm, Inc., U.S. Internet, Inc., Xing Technology Corp. and Ziplink, among many others.

More Cash Flow:

SANTA FE will show you up to 24 new channels to bring cash into your ISP. Ask for our brochure "24 Ways to Generate Cash Flow."

Tenacious and Fast:

Moreover, SANTA FE works tenaciously and rapidly. If SANTA FE can make introductions for the client that enable it to add one or more new cash flow channels, obtain positive publicity in the press or locate strategic partners, SANTA FE will do so if it strengthens the company. These add-on services are without charge.

Surge Capacity:

If a client’s transaction is complex and time-sensitive, SANTA FE can rapidly and seamlessly bring together the resources of its multi-disciplinary personnel and network of professional contacts to prepare a bid, locate financing, prevent an unwanted takeover, thwart a competitor or avoid a cash flow problem. With an experienced staff and relatively small number of clients, SANTA FE has the surge capacity to pull out a win for its client in a very short period of time.

Strategic Alliances in Asia:

There are 2 billion people in Asia, many of whom see Western products on satellite TV and want them. With its office in Kuala Lumpur, Malaysia, SANTA FE can assist you in locating licensees, distributors, customers, joint-venture partners and investors in East Asia. In a strategic alliance you normally give up the exclusive rights to sell your product in a certain market – typically in one that you cannot afford to enter at this time – in exchange for capital; but not equity-linked capital. SANTA FE can offer you strategic alliance opportunities as an alternative to raising venture capital; or, as a companion financing.

Buy your Neighbor:

We encourage our ISP clients to acquire their smaller competitors. Here’s a formula for doing so:

You have 2,000 dial-up subscribers. Your competitor has 4,000, which pay $20 per month. You and your competitor agree to your acquiring its subscribers for $130 per converted subscriber, or $416,000 (if 80%, or 3,200 connect).

You and your competitor agree to a 12 month pay out of $34,667 per month. The 3,200 newly acquired subscribers bring you $64,000 per month, and $768,000 over 12 months. For annual or semi-annual payors, the seller sends over the renewal checks to you as it receives them. The seller keeps (or sells) cash, receivables, inventory, equipment and debts. It makes about $500,000 in the aggregate on the deal. You raise over $300,000 and gain 3,000 new subscribers.