Ecash Stored Value Smart Cards

Description

Ecash Stored Value Smart Cards document sample

Document Sample
scope of work template
							                                                                                      70 Benevolent St.
                                                                                  Providence, RI 02912
                                                                                        (401) 261-3715




UNITED LATTICE CORPORATION




                                                                                    ®



                                       MeshCard Systems

                (Contact-less Multi-Modal Debit Smart Card System)


                                         Project Principals:

                                            Joshua Cohen
                                             Kenrick Fok
                                              Kelvin Lo
                                             Adrian Tong



This Business Plan is confidential. Neither the plan nor any of the information contained in the plan may be
reproduced or disclosed to any person without the prior written permission of ULC.
ULC                                                   MeshCard Systems



                          TABLE OF CONTENTS

Statement of Purpose …………………………………………………………………………………… 4

Executi ve Summary …………………………………………………………..………………………….5
         The Co mpany
         The Product
         Backg round on the Market and Competit ion
         Marketing and Sales Strategy
         Manufacturing and Operations
         Financial Prospects
         Summary

The Company……………………………………………………………………………………………...8
       Co mpany History
       Management and Personnel
              Organizational Structure
              Founders
              Management
              Management of Finance
              Sales and Marketing
              Project Management/Operations Research
              Future Additional Staff
       Co mpany Su mmary

The Product ……………………………………………………………………………………………….11
       Product Description
               How does the system work?
               What is the infra-structural equipment required of ULC?
       Product Summary

Background on the Market and Competition …………………...………………………………………12
       Market Overview
       Existing Transaction Methods
       Boston Transportation System
                Market
                Co mpetitive Advantage
       Boston Private Parking Lots
                Market
                Co mpetitive Advantage
       Location
       Customer Su mmary

Marketing and Sales Strategy……………………………………………………………………………..14
       Marketing Strategy
                MBTA Strategy
                Boston Private Parking Lots Strategy
       Attracting Clientele For Customers
                Marketing Ideas
                Public Relations
       Pricing Strategies
                Subway
                Bus




Confidential                      2
ULC                                                     MeshCard Systems



                 Private Parking
        Future Strategy
        Marketing Su mmary

Manufacturing and Operations .…………………………...……….………………………….…….…..22
       Manufacturing
       Operations
       Use and Expected Effect of Money Requested
       Implementation Schedule
               Subway
               Bus
               Private Parking
       Operations Summary

Financi al Pros pects ………………………………………………………………………………...……..25
         Sources of Income
         Pro Forma Assumptions
                  Revenue
                  Costs
         3 Year Plan
                  Balance Sheet
                  Cashflow Statement
                  Income Statement
         5 Year Plan
                  Balance Sheet
                  Cashflow Statement
                  Income Statement
         Breakeven Analysis
         Financial Su mmary

Summary………………………………………………………………………………….………………37

Appendi x A: FAQ………….……………………………………………………………..……………... 38

Appendi x B: Email Corres pondence wi th ERG Group…………………………………..…………….39

References ……………………………………………………………………………….….……………...40

Resumes ……………………………………………………………………………….….……...…………41




Confidential                        3
ULC                                                                                 MeshCard Systems




                                      STATEMENT OF PURPOS E

United Lattice Corporation (ULC) presents a new smart-chip technology payment system we call the
―MeshCard System‖. A MeshCard is a wallet size contact-less multi-modal debit smart card optimal for
small transactions. Our init ial target markets include both the public tran sportation system as well as
private parking lot facilit ies in Boston, MA. ULC will install its system in both the public transportation
system operated by the Massachusetts Bay Transportation Authority (MBTA) as well as private parking
lots in and around Boston at no cost to these organizations. The convenience, efficiency, and security that
our payment system offers the consumer, is unparalleled in the United States. Most importantly our system
will enable MBTA as well as private parking owners to cut their operating costs considerably by reducing
payment collect ion staff, accounting staff, as well as office supplies and payment equipment expenses.

ULC requires capital fro m venture capitalists for the implementation of its 3-year launch plan that includes
both the MBTA and those entities who own the majo rity of the private parking facilit ies distributed
throughout the central and greater Boston, MA area. In itial capital will be used to purchase any licensing
and smart chip technology needs through different out-sources such as the ERG Group (ie, the leading
smart chip technology provider with offices throughout Europe, Canada, and Asia).

Successful entry into the two aforementioned markets will g ive ULC the flexib ility to enter a wo rld of
endless opportunity. ULC is offering venture capitalists a once in a lifetime short -term investment
opportunity as it prepares to revolutionize the American s mall transaction industry.




Confidential                                         4
ULC                                                                                 MeshCard Systems



                                        EXEC UTIVE S UMMARY

The Company

“Extensive technological developments in many forms of payment media have recently occurred. The trend
towards an "electronic cashless commerce" is a growing business practice being implemented
worldwide”10

“Transit, like other service areas, has the desire to reduce the use of cash payments while improvi ng
customer convenience… Currently, stored-value and multi-use programs are in limited trials in U.S. cities.
Multi-use transit projects are already in operation in the United Kingdom, Germany, France, Australia,
Netherlands, South Korea, and Hong Kong.” 10

In recent years, the applications of smart chips have grown extensively. While the U.S. remains a
technological archetype for the rest of the world in most respects, it has failed to keep up with its
counterparts when it comes to smart card technology. Many countries have transformed, for examp le, their
public transportation systems using this technology. We, the founders of ULC, believe now is the perfect
time to facilitate the introduction of smart card technology into Boston, which has one of the large st
transportation systems in the United States.

ULC is a company formed by four Bro wn engineers, among which there are two Business Economics and
Electrical Engineering majors (specializing in Co mmun ications and Microelectronics respectively), one
Electrical Engineering (specializing in Co mmunications) and Visual Design major, as well as one
Co mputer Engineering major (specializing in Signal Processing).

Each founder will be g iven a position of President, Chief Manager of Finance, VP of Marketing or VP o f
Operations depending on the particular strengths and abilities he brings to the company. ULC will have a
board of directors comprised of its founders as well as some high tech CEOs who have experience with
startup companies. In addition, ULC will hire additional staff to handle various tasks such as maintenance
and customer services.

The Product

ULC offers its customers a contact-less multi-modal debit smart card system. Wallet-sized cards encasing
smart chip technology as well as the infrastructure th at supports it through the networking of all
transactions with a central terminal fo rm the basis of the ―MeshCard System‖. All that is required of the
consumer is a single flash of the MeshCard in front of a fare deducting processor. The consumer need not
even remove the card from his/her purse or wallet to initiate the transaction. Add Value Machines allow
consumers to replenish their cards at their convenience for further use. ULC will operate a central terminal
to handle all transactions.

Background on the Market and Competition

ULC plans to introduce MeshCard into two primary markets in the greater Boston, MA area: the public
transportation system run by the MBTA and the private parking lot industry. MeshCard faces two broad
forms of co mpetition including existing transaction methods as well as established, institutionalized
practices in the transportation and private parking systems.

MeshCard offers a very attractive option to existing transaction methods, avoiding the pitfalls of other
forms of currency when small transactions such as those required by the MBTA and the parking lots are
involved. It avoids the hassles of using cash which can create lines in crowded locations while at the same
time takes advantage of and makes improvements upon existing forms of electronic payment. MeshCard
allo ws consumers to spend at specified congested locations with ease and without the fear of vandalis m. A ll




Confidential                                          5
ULC                                                                                    MeshCard Systems



of these characteristics make MeshCard a smart rep lacement for existing transportation as well as private
parking lot payment systems. MeshCard is not only more desirable for the consumer but also, very
importantly, MeshCard can increase profitability for MBTA and private parking lot owners by cutting
operating costs considerably by reducing payment collection staff, accounting staff, as well as office
supplies and payment equipment expenses.

Marketing and Sales Strategy

ULC will stress several key issues when marketing to our customers: M BTA and private parking lot
owners. Our system involves little or no s etup cost to our customer. Our system will result in considerable
cost savings for our customer. The increased efficiency, wh ich MeshCard generates, will increase MBTA
and private parking lot customer satisfaction and thus business will increase. The techn ology supplied by
ERG Group has been the most technically advanced for several years. The high level of security that
MeshCard offers will reduce theft. These are among many key reasons for MBTA and private parking lot
owners to allow ULC to install its MeshCard systems.

Manufacturing and Operations

The ERG Group will be responsible for manufacturing and providing the smart cards and the equipment
(card processors, add value machines, ticket office terminals.) They will also assist ULC in maintaining th e
system and performing necessary upgrades and repairs. When a customer first purchases a MeshCard, the
customer will pay for the price of the card as well as provide a card deposit. The deposit will be required to
ensure that funding is available in the event that the value of the card becomes negative.

In the first year, ULC‘s main goal is to attract customers, increase the company‘s market share and
customer base, thus ULC will not charge a commission for the consumer‘s use of the MeshCard. In the
second year, a one percent commission will be introduced and by the third year, ULC will initiate the two
percent commission rate at which it intends to use for MeshCard fro m this point forward. ULC‘s main
source of income will be derived fro m investing the mo ney consumers deposit in the card. Since the
company can be expected to have large amounts of inco me available at any given time, it is ULC‘s intent to
use this factor to its advantage. The company will h ire an investment management team to handle this
aspect of its operations.

ULC has developed a 3-year launch plan that will imp lement ideas with both the MBTA and those entities
who own the majority of the private parking facilities distributed throughout the central and greater Boston,
MA area.

Financi al Pros pects

The Pro Forma pro jects that a profit will be recorded in Year 2. Fro m Year 4 onwards, the net profit after
tax will be 4 millions dollars a year with the assumptions that the firm would confine its focus to the
transportation and parking industries within the Boston, MA area. With the credibility established through
its success in its initial business ventures during its first two years of its three year plan, opportunities for
expanding operations to include a range of other industries would be unlimited. MeshCard would have
immed iate imp lications for a large nu mber of businesses that rely on customers to provide small amounts
of currency to make quick purchases

Summary

        ULC has attracted a mentor Erik Petersen, CEO and founder of Orbitex.
        ULC is under the guidance of Professor Barrett Hazelt ine, professor of engineering at Brown
         University, Providence RI.




Confidential                                           6
ULC                                                                               MeshCard Systems



       The MeshCard concept is currently competing for start-up capital fro m the Brown University
        Entrepreneurial Program.
       We are in the process of locating venture capitalists to invest in our Pro Forma plans.
       We have initiated communication between potential suppliers of various components of our
        system.
       Our system is clearly superior to the co mpetition‘s in terms of convenience, efficiency, security,
        and profitability. The MeshCard System possesses the potential to revolutionize the means of
        currency exchange, while proving extremely beneficial to both the MBTA and private parking lot
        industries as well as their customers.




Confidential                                        7
ULC                                                                                   MeshCard Systems



                                              THE COMPANY

Company History

Four senior Brown University electrical and computer engineers founded ULC in September of 2001. We
are seeking venture capitalists to support us as we prepare to bring our system to the attention of the MBTA
within the next 5 years.

Management and Personnel

Organizational Structure

As a startup company we have limited resources and assets, therefore careful management of all aspects of
the company is critical to the success of our entry into the contact-less multi-modal debit smart card system
industry. The four founders will each be assigned a position in the co mpany‘s proposed organizational
structure. Each founder will be given a position, which best draws on the particular strengths and abilities
he brings to the company. This company‘s organizational structure can be delineated into four majo r areas:
management of administrative/regulatory affairs, management of finance, management of sales and
market ing, and project management/operations research.

Board of Directors

The board will be co mposed of the 4 founders plus some h igh tech CEO‘s that have experience with startup
companies. All major issues will be brought before the board, voted on and a plan put forward to resolve
the issues.

Founders

Each founder will take up a head position in the organizational structure as follows:
President – Management of Administrative/Regulatory Affairs
Chief manager of finance – Management of Finance
VP of Marketing – Sales and Marketing
VP of Operations – Project Management/Operations

Management of Administrative/Regulatory Affairs

The President will be in charge of the administrative affairs branch. He will assume primary responsibility
for making the final decisions on most administrative issues. All strategic planning propositions such as the
introduction of MeshCard to a new region, must be thoroughly examined and reviewed by the President
and must gain final approval fro m the President before being carried out. The President will also oversee
the conduct of the company‘s regulatory affairs such as legal matters and government policies, and
adherence to regulation standards. In addition, the President will also ensure the company‘s conformation
to industry corporate rules. Whenever necessary, the President will seek legal counsel to ensure that the
company is in compliance with all standards. He will also be given the task of ensuring that any complaints
filed fro m the public receive company attention and prompt response. The President will also serve as the
company‘s primary spokesperson, representing the company to the public and to potential industry
clientele.

Management of Finance

The chief manager of the finance branch will be responsible not only for maintaining the company‘s
financial records but also for the financial p lanning and fun ding for all current and future company projects.
Budgeting tasks include:




Confidential                                           8
ULC                                                                                  MeshCard Systems




               1.   Minimizing expense (e.g. expenses on buying equipment fro m our supplier and expenses
                    on maintenance).
               2.   Overseeing capital—(e.g. making sure there is sufficient funding to meet comp any
                    expeditures.)
               3.   Keeping track of all accounting transactions (e.g. tracking of sales and cash flow at the
                    end of each business day).
               4.   Estimating future revenues/losses of the company—(e.g.using break-even analysis in
                    projecting a net positive return over the years.

Financial planning will involve NPV (net present value) and risk analyses of all proposed actions,
predicting the effects and consequences of such actions to the company, and estimat ing costs and returns.
The work of this branch will therefore be essential to all strategic planning decisions (e.g. setting the
commission rate or adjustments on the price of cards based on sales history and market demand, possible
geographic expansion, possible future equity issuance, etc.) of the co mpany.

Early corporate funding will main ly focus on debt management with the venture capitalist, since this
individual o r group of individuals will be the company‘s only init ial source of capital. The chief manager of
finance is responsible for overseeing the management of all co mpany funding. He will also assume
responsibility for working with and monitoring the efforts of the investment management team that has
been hired to work with the company to identify effective strategies for investing the company‘s cash and
earnings.

Sales and Marketing

The VP of Marketing will be responsible for selling our idea to MBTA and Boston public parking
operators. He will make all necessary attempts to highlight the benefits of our system to MBTA and public
parking operators and persuade them to adopt our system. Later on, together with MBTA, the VP of
Marketing will take care of much of the advertisements, promotions and sales of MeshCard. He will be in
charge of all pro motional activ ities in the hope of seeking new potential MeshCard users. He will attempt
to maximize exposure of MeshCard to the public through advertisements, and if necessary, may collaborate
with a third party advertising firm on this task. Developing new sales and product ideas to attract
customers, such as creating a company‘s web page to allow MeshCard users to replenish their cards online
or proposing an improvement in design over existing MeshCard, is also the responsibility of the VP of
Marketing. To a certain extent, the VP o f Marketing will assist the President in managing customer
relations and will wo rk alongside the VP of Operations Management in carry ing out new improvement
ideas.

Project Management/Operations Research

The VP of Operations will be in charge of project management and operations research. The main function
for project management is imp lementing all approved manufacturing and engineering -related projects (e.g.
changes in MeshCard technology), and ensuring that each project will be undertaken successfully.
Problems that occur during the imp lementation will be reported. Constant monitoring of ongoing
operations such as the maintenance of machines will also be performed. Research on operations include
optimization of queue lines and placement of storage replenishing machines, minimizatio n of maintenance
costs, analyzing design and material usage, service improvements, quality assurance, and tracking use of
the smart card market. The VP of Operations must also be on a constant outlook for new potential suppliers
who may provide better equipment or service at a lower cost. In the future, he will be in charge of staffing
the operations branch as a whole.




Confidential                                           9
ULC                                                                             MeshCard Systems



                                 Figure 1: Organizational Structure


  Chief of Finance          VP of Operations                   President           VP of Marketing

                                   Project                                             Sales &
        Finance                  Management/                 Administration           Marketing
                                  Operations



   Budgeting         Financial           Project
                     Planning          initiations/            Administrative
                                                                 Services
                                     implementations


                                                                                  Advertisements
                        Corporate               Operations                        / promotions
   Capital,             Funding                  Research
  revenues,
  expenses



                          VC/Debt                Data
                        Management/                                   Strategic
                                                Analysis
                        Investments                                   Planning
   Accounting



                  Fiscal Analysis:
                      NPV, risk
                     analysis of                                              Public and
                      proposed                                                Regulatory
                       actions,                                                Affairs
                                                      Maintenance/
                  estimating costs
                                                        Quality
                     and returns
                                                        Services

                                                                                  Possible web
                                                                                  development
                                     Security
                                                        Staffing




Confidential                                     10
ULC                                                                                   MeshCard Systems



Future Additional Staffing

The company will be launched with the four founders. However, once MeshCard has been released into the
market p lace, we will require additional staffing to increase the frequency of site inspections, data
collection concerning customer use and satisfaction, and maintenance of computer systems and
replenishing machines. New emp loyees will be main ly allocated to the operations branch, where much of
the technical functions take place. Staffing on security technology imp rovements will also be of top
priority. Additional personnel to improve customer s ervices will be hired. Maintenance crews will be hired
to do 24-hour repair of ULC products. They will guarantee on site presence within 30 minutes of a
component malfunction. ULC expects to have a minimu m o f 25 emp loyees by the end of the first business
year.

Company Summary

The four partners of ULC have combined talents to develop a new technique that will provide Boston
commuters with a payment system for both public transportation and private parking wh ich is convenient,
efficient, and safe from vandalism. Eventually this system will be expanded into other industries where we
believe it will provide similar advantages over current technologies.


                                               THE PRODUCT

Product Descripti on

The concept is to introduce a contact-less multi-modal debit smart card system providing a revolutionary
efficient payment method for consumers in potentially a vast number of areas of consumer spending. Areas
of application tailored to the US market will potentially include: various forms of public transportation
(subway, buses, trolleys/trams, ferries), fast food purchases, convenient stores, vending machines, pay
phones, parking tolls and meters, and much more.

The system allows for a vast range of applicat ions generated by the flexibility of a central clearinghouse,
which coordinates all t ransactions from a central terminal.

How does the system work?

The MeshCard will first be targeted at two core agents representative of niche industries (such as public
transportation and parking). Then the card can be bought from any retail branch of these core agents within
the core/edge network of our business.

The price of the card will cover both the costs of the card and a refundable deposit if the consumer decides
to return the card.

To use the card, the consumer simp ly touches the MeshCard on a fare deducting processor installed by
ULC at appropriate areas depending on the application and agent. For examp le:

         1.    Subway stations: the processor will be in the form of sensory pads at the turn -styles.
         2.    Public buses and trams: sensory pad where change is usually paid.
         3.    Fast food: sensory pads at payment cashiers.
         4.    Parking tolls: sensory pads at the teller booths etc. etc.

The MeshCard will also work if it is inside a wallet or handbag (within 6 inches from the fare deducting
processor), further increasing efficiency of customer flow, and the convenience for customers to purchase a
product or service as they do not need to physically locate the MeshCard nor does it need to be visible.




Confidential                                           11
ULC                                                                                 MeshCard Systems




The MeshCard may only be used when it has a positive value. Any transaction that takes the card to a
negative value will be deducted the next t ime the card has value added to it.

The MeshCard can be replenished in value at ―Add Value Machines‖ installed by ULC at locations
convenient for customers of MBTA or private parking lots (core agents). These machines are like ATM
mach ines only they accept coins, bills, debit, and credit payments, which stores the consumer chosen value
onto the inserted MeshCard. Stored value will have liquidity of cash restricted to th e allowed applications.

Each time the card is used in a transaction, a display accompanying the payment sensory pad clearly
indicates to the user the remain ing value in the card, and the cost reduced from the latest transaction.
Different audible signals can be integrated with the reading of the card during each transaction to indicate
negative stored value to the user.

What is the infra-structural equipment required of ULC?

         1.    Wallet-sized plastic cards with smart ch ips inside.

         2.    ATM-like Add Value Machines to be installed in core agents. Machines store consumer
               payments and records and report transactions to a central clearing house operated by ULC.

         3.    Portable or installed ―fare deducting processors‖ interact with the customer through sensory
               pads and display panels.

         4.    ULC operated central transaction monitoring station.

Product Summary

ULC offers its customers a contact-less multi-modal debit smart card system. Wallet-sized cards encasing
smart chip technology as well as the infrastructure that supports it through the networking of all
transactions with a central terminal fo rm the basis of the ―MeshCard System‖. All that is required of the
consumer is a single flash of the MeshCard in front of a fare deducting processor. The consumer need not
even remove the card from his/her purse or wallet to initiate the transaction. Add Value Machines allow
consumers to replenish their cards at their convenience for further use.


                      BACKGROUND ON THE MARKET AND COMPETITION

Market Overview

ULC plans to launch the use of the MeshCard by focusing on the public transportation and private parking
lot industries. More specifically, ULC intends to negotiate possible jo int ventures with MBTA and top
parking facility owners within the Boston area. This will allo w ULC to provide services for all Boston area
residents and commuters who depend upon either public transport or private vehicles.

Existing Transacti on Methods

The main methods for payment in public transportation and private parking that exist today include cash,
personal check, debit card, and cred it card. Personal check makes up less than 8% of transactions because it
is simply unaccepted at most places due to the possibility of fraud or overdrawn checks. Cash is still one of
the primary means of payment but it has slipped well below the 54% of all transactions it was responsible
for in 1993. Credit and debit cards are beco ming the payment method of choice in this booming
technological age where the main concerns of the typical American consumer are efficiency and




Confidential                                           12
ULC                                                                                   MeshCard Systems



convenience. Already in the year 2001, the amount spent on credit cards nationwide has risen to $540
million per month since September 2000. MasterCard has 180.7 million users in the US alone, up 2.5%
fro m last year, who spent a total of $3.1 billion last year.

MeshCard promises to play a significant role in the economy that relies so heavily on electronic forms of
payment. Although Americans prefer electronic payments, it is usual practice for businesses to exclude
small transactions on either debit or credit cards because the handling fee required by the banks outweighs
the advantage of using either a credit or debit card. Thus for small transactions, approximately less than 10
dollars, the primary method of payment remains cash. However, it must be remembered that one of the
primary reasons credit and debit cards became popular was their ability to eliminate the exchange of coins
or dollar bills. These cards eliminated the consumer or vender‘s need to carry proper change at all times
proving ext remely efficient and convenient. MeshCard extends the efficiency and convenience consumers
have come to value by acting as a debit card for s mall t ransactions.

With this new era of electronic payment has also come a new concern for sophisticated electronic theft. In
1999, $962.49 million were stolen from A merican consumers by electronic theft from both debit and credit
card holders. Regarding electronic theft in the US in 2000, over 30.9% of issued cards were stolen, 18.6%
lost, 9.7% intercepted in the mail, 8.7% taken by identity theft, 4.3% false application as well as several
other criminal methods. This rise in crime has made 67% of A mericans feel threatened or concerned with
debit and credit card transactions. Analysts estimate that it will cost $7 billion in anti -fraud software to
make existing credit and debit card systems more secure.

                    Table 1: Fraud Totals For 2000 on US Credit & Debit Cards
                         Type of Fraud          Fraud (millions)    % of Total
                              Stolen                 $297.41          30.9%
                                Lost                 $179.02          18.6%
                            Skimming                 $111.65          11.6%
                         Mail Intercepted            $93.36            9.7%
                          Identity Theft             $83.74            8.7%
                          Altered Cards              $51.97            5.4%
                         New Counterfeit             $44.27            4.6%
                        False Applications           $41.39            4.3%
                            Telefraud                $38.49            4.0%
                               Other                 $21.17            2.2%
                               Total                 $962.49         100.0%
                                     Source: The Nilson Report 2000

MeshCard eliminates the American consumer‘s fear of theft. It is a s mall transaction nameless debit card
based system that only represents small amounts of money at any given time based on consumer
preference. Thus if the card is lost or stolen while paying to get on a subway, ent er a bus, or leave a parking
lot, the thief cannot continue to spend incessantly on the card. MeshCard is designed for specific
applications. A thief would only be allowed to spend as much as is currently entered on the card, say $20,
and only use this amount of money for designated applications such as public transportation and private
parking. Parents would not feel insecure about letting their teenager carry his own MeshCard to go to high
school on the bus or soccer practice using the subway because the complications involved when a
MeshCard is stolen or lost are quite minimal. Conversely, there are very few parents who would trust their
14-year-o ld son or daughter with a MasterCard or Visa. Th is is the very reason smart cards are becoming so
popular in for examp le, East Asia, since they offer the maximu m security available against electronic theft
as well as provide the convenience of a credit or debit card. Even though smart cards cannot be cancelled
when stolen, the amount of money that can be stolen v ersus other forms of electronic pay ment is quite
minimal.




Confidential                                          13
ULC                                                                                  MeshCard Systems




                          Table 2: Number of Smart Cards I ssued in Asia
                         Country         Number            Primary Use s
                         Australia      10 million      Phone, Pos, ticketing
                        Cambodia        8.5 million          National ID
                           China         3 million       eCas h, utilities, tolls
                       Hong Kong         5 million     Transit, eCash, parking
                        Malaysia         2 million         eCas h, ID, tolls
                       Philippines      35 million         Social security
                        Singapore       0.7 million     Tolls, transit, eCash,
                       South Korea       9 million         Transit, eCash
                          Taiwan           n/a             Transit, eCash
                         Thailand          n/a             eCas h, loyalty
                             Source: International Data Corporation 2001

Boston Transportati on S ystem

Market

The Boston transportation system is operated under the direction of the M BTA. It offers 7 d ifferent
methods of transportation to Boston commuters, wh ich results in a t otal annual fare revenue of
$250,311,545. This system services over 1,038 square miles giving access to over 2,602,487 people in the
greater Boston area. MBTA vehicles travel 1,677,781,807 miles annually.

                                 Table 3: Vehicles Operated by MBTA
                                                                        Purcha sed
                           Branch             Directly Operated
                                                                      Transportation
                              Bus                     769                  132
                        Heavy Rail                    320                     0
                      Commuter Rail                   379                     0
                     Demand Response                    0                    370
                        Light Rail                    154                     0
                        Trolleybus                     23                     0
                          Ferry Boat                    0                     12
                             Total                   1645                    514
                                       Source: NTD Program 2001

MBTA has a total annual operating expense of $710,709,000 of wh ich $513,437,426 is spent on salaries,
wages, and benefits and an additional $51,158,217 on materials and supplies. MBTA offers a variety of
fares and passes to fit the needs of commuters fro m around the greater Boston area. The subway system
consists of 4 major lines: red, green, blue and orange. The basic subway fee is $1 or a token. The monthly
subway pass for $35 is valid for unlimited travel at all $1.00 subway stations, however, some entry points
require more than the basic fee such as Riverside "D" branch which is $2.50 when boarding through
Chestnut Hill Stat ion and $1.25 when boarding fro m Reservoir through Fenway. For these areas the
monthly subway pass is not valid. The basic bus fare is 75 cents for adults, half fare for ch ildren fro m five




Confidential                                          14
ULC                                                                               MeshCard Systems



to eleven and high school students with a student badge. Children under 5 ride free when accompanied by
an adult. A monthly bus pass is available fo r $25 but is only good for 75 -cent zones. It is invalid, for
example on the green line, where a cash payment of $1.25 is required. One can also buy a monthly combo
pass for $57 that is valid as a co mbination of the monthly subway and bus passes.

                Table 4: Rapid Transit, Bus, and Ferry Daily Boarding Statisti cs
                          Rapid Transit, Bus and Ferries Daily Boarding
                                 Green Line                          222,700
                                 Red Line                            225,400
                               Orange Line                           157,100
                                 Blue Line                           56,900
                              Mattapan Trolley                        7,000
                                MBTA Bus                             375,400
                           The RIDE (parat ransit)                    4,100
                             Commuter Ferries                         4,150
                                     Total                          1,052, 750
                                          Source: MB TA 2001

                            Table 5: Commuter Rail Boarding Statistics
                                  Commuter Rail Daily Boarding
                                            Nort h Side Lines
                                       Rockport                            8,000
                                   Ipswich B ranch                        10,900
                                       Haverhill                          10,000
                                         Lowell                           11,100
                                       Fitchburg                           9,100
                                            South Side Lines
                                 Attleboro/Stought on                     16,800
                               Framingham/Worcester                       16,500
                                      Needham                              8,600
                                        Franklin                          15,800
                                      Fairmount                            2,600
                               Middleborough/Lakeville                     9,000
                                 Plymouth/Kingston                         8,400
                                Total Commuter Rail                       126,800
                                          Source: MB TA 2001

Competitive Advantage

Users of the Boston transportation system can be split up into regular customers as well as infrequent
customers. For infrequent customers of the transportation system who don‘t buy monthly passes but rely on
buying tokens using cash, MeshCard is a superior system for many of the same reasons stated above about
electronic transactions versus cash. Riders don‘t have to worry abo ut having the right amount of change or
missing the subway due to long payment or payment verification lines. With MeshCard, the rider always
has the right ticket to get on any subway or bus any time. Fro m the perspective of MBTA, many of their
costs are reduced because the employees of MBTA in over 79 booths around the city who accept payment




Confidential                                        15
ULC                                                                                 MeshCard Systems



fro m consumers to ride public transportation are no longer required. With a quick flash of the MeshCard at
the gate, payment is verified and the customer is on their way. When you consider that 375,000 people ride
the subway 700 miles of routes every weekday, convenience and efficiency beco me key.

For buses the same problems are evident. At crowded stops where 20 o r 30 people get on or off the bus, the
lines build up for payment at the front of the bus. With MeshCard, customers don‘t need to worry about
carrying the correct change. A quick flash of the MeshCard and payment is finished eliminating any sort of
line for entering or exiting the bus. This also makes the bu s driver‘s job much easier. Instead of having to
verify payment for every customer, the MeshCard System removes this hassle by handling all calculat ions
on its own. For frequent users of the Boston transportation system, the MeshCard System still remains
optimal. Where payment is not $1 the monthly subway pass fails and when the bus fee is not 75 cents the
monthly bus pass fails. The combo monthly pass fails in both circu mstances. MeshCard eliminates this
inconvenience by being acceptable no matter what the subway or bus fee happens to be. Thus it acts as a
citywide t ransportation pass for the 819,700 one-way passenger trips taken every day by way of subway,
bus and commuter rail systems.

With MeshCard there is no need for consumers to worry about expirat io n dates or whether they have
received next month‘s monthly pass in the mail. MeshCard never exp ires. MBTA removes the expenses
required for distributing and manufacturing monthly passes as well as tokens. MeshCard is very durable
and the MeshCard System covers the minimal expense of replacing a worn or damaged card. If the
consumer wishes to drive one day and take the subway the next no money is lost since unlike a monthly
pass, MeshCard only deducts money when the consumer is actually using it. Accounting tasks are also
minimized through the use of the MeshCard System.

Boston Pri vate Parking Lots

Market

Downtown Boston contains over 40,000 parking places provided by private parking lot corporations. The
historic North End of downtown Boston near the Boston Harbor contains 6,951 parking places alone
provided by 12 parking garages. These parking garages, Pinstripe Parking, North Station Garage, and
Govern ment Center Garage to name a small number, are a few minute‘s walk away fro m over 150
restaurant and business establishments. Typical prices are $10 for up to 2 hours of parking and $15 for 3
hours of parking. Throughout the rest of Boston there are several major co mpanies such as FitzInn Parking
Systems that provide private parking. FitzInn alone has over 20 parking lots throughout the greater Boston
area including Harvard Square, Boston University, Central Square, Boston Medical Center, etc.




Confidential                                         16
ULC                                                                                MeshCard Systems




                     Figure 2: FitzInn Downtown Boston Parking Locations




                                   Source: FitzInn Parking Systems

Competitive Advantage

Most parking locations in downtown Boston operate on a ticket payment system where the consumer
receives a ticket upon arrival that is time-stamped. Upon exiting the garage, the time on the ticket is
verified and payment is made in cash. A monthly pass system exists at certain locations as well. We
propose the introduction of MeshCard into this industry.

For private parking lots where the ticketing system exists, MeshCard is superior for many of the same
reasons described previously. MeshCard is the debit card set aside for private parking. The consumer never
has to worry about having the right amount of change on hand and the owner of the parking lot can remove
the costs generated by having ticket booth people on hand throughout all hours of operation. MeshCard
handles these tasks for both the parking lot management as well as their customers. MeshCard removes the
long lines of cars at exit points of the parking garage while attendants count change. With a quick flash of
the MeshCard, payment is made and the customer is on their way home after a long day at the office or
running errands in the city. MeshCard is in effect a universal method of payment for the consumer at all
parking lots.

Users who have monthly passes will also find the MeshCard a preferab le means of pay ment. Fo r days in
which the monthly pass is not used the consumer loses no money. In addit ion the consumer never has to
worry about obtaining a new pass once a month to park at a parking lot. MeshCard, as stated previously,
does not expire. Further, the parking lot‘s costs of producing and maintain ing monthly passes are
nonexistent. The need for regular mailing of statements, accounting, follow-up on delinquent payment, etc.
all become unnecessary tasks for the parking lot owner. There are security advantages for lot owners and
personnel as well. Since attendants no longer have need to keep cash on hand in a register, there is minimal
risk of robbery.

Location




Confidential                                        17
ULC                                                                                MeshCard Systems



We propose the greater Boston area as the initial location of choice for imp lementing MeshCard. Our
proposed MeshCard System focuses on two industries, public transportation as well as private parking.
Both of these industries are well established in Boston but lack the degree of technological sophistication
that MeshCard would provide. Over a million people ride the subway every week. In addition Boston has
the 5th highest traffic p roblem in the country and is home to over 400,000 drivers who co mmute each day
within the greater Boston area. These statistics make the Boston‘s transportation system an excellent focal
point for our in itial introduction of the MeshCard System.

When the current mayor o f Boston, Mayor Thomas M. Menino, was elected in 2001, he made using new
technology to reach out to as many people as possible a priority for h is election term. MeshCard is one of
these technological promises that can be fulfilled to make life easier for commuters as well as private
parking owners and customers.

It has been shown time and time again that young people are more inclined t o use new technologies than
the elderly. This is for instance why more teenagers learned how to make web pages before many adults
even learned how to use a web browser. The dynamic makeup of Boston, population size 589,141 in 2000,
where 33.4% are between the ages of 20-34 and the median age is 31.1, is very desirable for our MeshCard
System. A young professional co mmunity that is undaunted by changes in technology is a perfect fit fo r the
smart card technology that forms the basis of MeshCard.

                               Table 6: Boston Age Breakdown 2000

                                   Total population           589,141      100.0
                       Under 5 years                          32,046        5.4
                       5 to 9 years                           33,721        5.7
                       10 to 14 years                         32,553        5.5
                       15 to 19 years                         43,631        7.4
                       20 to 24 years                         70,084        11.9
                       25 to 34 years                         124,762       21.2
                       35 to 44 years                         86,420        14.7
                       45 to 54 years                         63,554        10.8
                       55 to 59 years                         22,746        3.9
                       60 to 64 years                         18,288        3.1
                       65 to 74 years                         31,154        5.3
                       75 to 84 years                         21,675        3.7
                       85 years and over                       8,507        1.4

                       Median age (years)              31.1                 (X)
                                Source: US Census Bureau 2000

In a city where the community is comprised of such a young populace, there is also a large segment of the
population who are transients. Analyzing the US Census Bureau housing market one can see that in the
apartment sector of Boston in 1998 over 60% moved out of their current residence within the first year.
Since a large percentage of the Boston community, the younger populace, is constantly changing its
makeup, MeshCard will always have new customers to attract thus preventing a saturation of the market.

Customer Summary

ULC will initially target two segments: the Boston public transportation system and private parking. We
will be competing with existing transaction methods as well as existing systems in our target markets.
MeshCard avoids the hassles of using cash and offers the convenience of electronic payment. Consumers




Confidential                                        18
ULC                                                                                  MeshCard Systems



can spend at congested locations without the fear of vandalism. MeshCard will increase profitability for
MBTA and private parking owners by automating tasks that previously would have required hiring
emp loyees to perform. The young population, established transportation system, and high automobile use
make Boston an ideal location for an in itial imp lementation of the MeshCard System.


                                MARKETING AND SALES S TRATEGY

Marketing Strategy

MBTA Strategy

The MBTA has recently expressed interest in comp letely upgrading its ticketing system within the next 5
years. Being a startup company, ULC can afford to take a long -term view on profits and offer excellent
service at no cost to our customers.

Our market ing plan to the MBTA will stress the follo wing advantages of the MeshCard System:

(1) Little or no init ial setup cost to MBTA, except for space provision for placement of Add Value
Machines and automated fare gates.

(2) No operating cost to MBTA or consumers in the first year of operation. Costs to be borne by MBTA
consumers will start with the second year. MBTA stands to benefit from lowered overhead resulting from
reduced staffing at teller booths and reduced maintenance costs derived from the phasing out of existing
outdated ticketing equipment. Redundant staff can be retrained to oversee security at the stations, thereby
boosting passenger confidence in the subway system.

(3) Considerable cost savings to MBTA in the long run resulting fro m t he phasing out of old ticketing
mach ines. Although the MBTA does not breakdown in its financial statements the operating costs
attributable to the various units, e.g. subway, buses and ferries, it is still possible to conclude fro m the
available data that the operations of the ticketing section of the subway system require significant outlays to
cover wages, employee insurance, maintenance of outdated equipment, etc. Upon replacement of most or
all of the o ld ticketing mach ines, the high maintenance costs involved in obtaining hard to find replacement
components would be greatly reduced or even eliminated. Moreover, since the ERG Group will be
responsible for the maintenance of all MeshCard equipment, MBTA can significantly reduce its
maintenance staff in the ticketing section. Over time, damaged and lost tokens will not have to be replaced
and this will result in cost savings to the MBTA as well. Fro m the limited data MBTA makes available
ULC pro jects that MBTA annual savings will be appro ximately in the $2 50 million range.

(4) Faster passenger flow at automated fare gates with the use of contact -less tickets will help boost overall
customer satisfaction with the MBTA and increase the number of passengers.

(5) The equipment supplied by the ERG Group is among the most technically advanced in the world.
ERG‘s installed facilit ies around the world have been operating at high levels of efficiency and reliability
for several years.

(6) MeshCard network can be expanded at a later date to cover MBTA buses, a nd maybe even its trolleys,
commuter rail and ferry services at minimal costs, and with no changes necessary to the format.

(7) ULC‘s advertising on radio, television and billboards heralding the introduction of the MeshCard
service to the MBTA subway system will not only highlight the timesaving benefits of the card, but will
indirectly p roject an image of the subway as a modern, safe and efficient mode of transportation.




Confidential                                          19
ULC                                                                                  MeshCard Systems



(8) ULC intends to introduce the MeshCard System to private car parks in the third year, thereby
facilitating the ‗Park and Ride‘ concept for the subway system. This is mutually beneficial for MBTA and
car park operators.

Other reasons for choosing our system also need to be pointed out to the MBTA:-

 (a) Expense-paid overseas trips will be arranged for personnel of the MBTA to visit the manufacturing
facilit ies of ERG as well as some majo r cit ies to see the latest ERG equip ment in operation.

(b) After the system is setup and running, MBTA personnel will be allowed to be stationed a t our central
terminal to monitor and audit all monetary transactions moving through the system.

(c) With the permission of the MBTA, a study will be conducted to determine the optimal number of init ial
equipment placements as well as the subsequent speed of adding MeshCard automated entry and exit gates.
The resulting data will be used to make appropriate adjustments to our original imp lementation plan to
ensure a smooth transition for all the subway stations in the Boston Underground T System.

Boston Private Parking Lots Strategy

In the third year, ULC p lans to negotiate with private parking facilities on the use of the MeshCard System.

Our most important selling point for the private parking sector is the efficiency of our system. The
MeshCard contact-less ticketing process can help reduce the long queues often seen at entrances and exits
to parking lots. In addition to all the advantages quoted to the MBTA, MeshCard can also provide greater
convenience and security to parking lot users.

Attracti ng Clientele For Customers

Marketing Ideas

In order fo r MeshCard to be successful it must convince customers of MBTA as well as private parking lots
to use MeshCard. The in itial and primary target market ranges fro m teenagers to middle age persons (16 -45
years of age) who rely heavily on either the use of Boston Underground T System or personal cars to travel
in, around, and out of the Boston area on a daily basis. Predominantly, the expected volume of transactions
will derive fro m the daily travel of students and the corporate/working population. Thus, the system feeds
off a market that demands efficiency, security, and convenience in the payment of relat ively low cost goods
and services.

Marketing in the form of advertising about the MeshCard concept wil l commence well before the actual
system infrastructure is implemented into subway stations and parking lots. Marketing locations will
originate in the obvious venues in which the MeshCard can be issued to consumers, thus being Boston T
stations and related parking facilities. Th is could involve distributing and presenting posters at key payment
locations of the two industries, introducing the MeshCard concept.

Marketing content however, must initially include much more than the information of ULC targete d entry
applications. The concept of mult i-modal, or the potential and expected reach of the system to numerous
applications must be emphasized. Thus, ULC must have an init ial understanding of the feasibility,
expectation of return on investments, and a battle plan of execution for the MeshCard‘s success in reaching
out to other services such as public buses, vending machines, convenient stores etc. The emphasis on its
diverse usage will prepare the market for a monu mental change or alternative in daily pay ment methods.
Thus, ULC would initially advertise the concept at its pilot locations and industries. However, this would
rapidly expand to industries in wh ich the MeshCard System would thrive. These are predetermined by ULC
before the business is launched to the pilot locations.




Confidential                                          20
ULC                                                                                MeshCard Systems




ULC also hopes to attract high profile co mpanies like Coca-Co la, Kodak, McDonald‘s etc. to advertise
their designs on the MeshCards providing aesthetic appeal to the wallet -sized cards.

Public Relations

ULC plans an extensive public relat ions campaign. We believe that the nature of the MeshCard concept is
inevitably successful as long as our credibility is established firmly and quickly. With a successful
introduction to our product and services, it will be a monu mental positive c hange for both consumer
spending and customer profitability; so much so that we believe it will attract the interest of significant
news distribution mediums such as television shows, magazines, newspapers, and the internet. As
mentioned before, ULC will s tress the efficiency, convenience, and reliability of the MeshCard concept.
Probably the most crucial element for a successful introduction is ensuring that the services provided to our
customers and their clients are always of high quality. The technology must be highly reliable and the
recording and execution of transactions extremely accurate. Add Value Machines must be securely
installed in designated locations, and the daily cash count between customers must be flawless and
proficient. Efficiency, convenience, security, and credibility are the backbone concepts of ULC and its
MeshCard Systems.

Pricing Strategies

ULC anticipates a steady increase in revenue generation with our entry into different segments; that is the
expansion of the MeshCard‘s applications. Our 3-year p lan consists of the targeting of the Boston
underground transit system the first year followed by the entry into the complementing service of the
Boston public bus system in the second year, and then the privately owned parking facilit ies in the third
year.

Subway

Revenue is generated essentially through four main channels. The primary source is the issuance of the
MeshCard to travelers initially availab le at only the teller booths of each Boston T Station. Our evaluated
price co mes to $20 per issuance of one card, where $15 of this price goes to covering the cost of each
card‘s manufacture by our out-sources and ULC profiting, and $5 is a deposit that can be returned to
consumers who choose to return the card to ULC. This deposit is an essential regulation device that
motivates consumers to return their cards if they are no longer in use and provides insurance to ULC for
consumers whose last transaction makes their MeshCard balance as low as negative $5.

The second means of revenue involves the cash ULC holds at hand at any given time derived fro m the
money consumers choose to store in their MeshCard for future transactions. This money is anticipated to be
about an average value of $20 per person on each card at a given time. ULC ant icipates that the average
replenish for consumers will be at least $40. This cash at hand can be invested by ULC into global markets
through the help of wealth management professionals and investment consultants, helping us to strategize
long-term and short-term investments.

The third revenue channel is planned to inaugurate in the Q5 with the entry of the MeshCard System into
the public bus segment. This is the commissioning of consumer cash stored onto the MeshCards. ULC
plans to activate a 1% commission rate in Q5, so that for every dollar a consumer stores on his/her card
he/she can use 99 cents of it on MeshCard compatible applications. ULC then plans to increase this rate to
2% in Q9 along with the MeshCard entry into parking facilities and services. We will not have such
commissions the first year with our pilot industry of subway systems as we want to avoid discouraging the
market early on with overwhelming costs for an unfamiliar concept. We estimate that we will need at least
a year to build credibility through the quality and security of our MeshCard System amongst the Boston
area market psyche.




Confidential                                         21
ULC                                                                                MeshCard Systems




Finally, ULC expects to generate revenue through providing advertising mediu ms for high profile and
respected companies. Advertising space includes the MeshCard itself and the add value machines ULC
plans to distribute throughout locations where MeshCards can be issued. This includes subway stations,
parking lots, and bus terminals. Preliminary idea for charges in advertisement space is $10 per MeshCard
for the lifet ime of the card, and $200 per month per add value machine.

Bus

This segment will generate revenue through the same four channels. With ULC‘s entry into this segment in
Q5, MeshCard issuance services will become available in central bus termin als. Price of card issuances and
commission rates will be identical for all segments. The bus segment will p rofit fro m a consumer
commission rate right off the bat in its commencement in Q5. One difference would be that ULC has yet to
determine the number of add value machines distributed throughout bus affiliated locations, thus the
advertising revenue from this aspect has not been accounted for. Investment strategies for the cash at hand
generated from this segment will be determined like the other segmen ts through the help of professional
financial consultants.

Private Parking

This segment will be entered in Q9 following the same revenue generation means as the prior two
segments. Consumer co mmission rate at this point is expected to be about 2% of the value stored.

Future Strateg y

With the establishment of the MeshCard System in the Boston T Stations, ULC can evaluate the system‘s
appeal to the market and the consumer response generated. With market feedback, ULC expects to consider
additional applicat ions of the MeshCard starting with directly co mp limenting uses to the targeted entry
applications. This would entail the expansion of the smart card system into other means of public transport
such as buses, which would complement the traveler‘s transferring between subway and buses. In addition
we will target private parking lots to attract consumers fro m other segments of the population who prefer to
drive. More long-term considerations include vending machines, convenient stores such as 7-Eleven, pay
phones, and fast food restaurants.

Marketing Summary

ULC will stress to MBTA the cost advantages of using the MeshCard System. Upon successfully entry into
the MBTA Subway system, we will seek entry into the MBTA Bus system as well. In the third year of
operation, ULC p lans to target the private parking sector. Our most important selling point for this market
is efficiency, security, and convenience for consumers. ULC will direct an extensive advertising campaign
to ensure that consumers use MeshCard. Advertising locations will be strategically placed to maximize
their effectiveness.


                               MANUFACTURING AND OPERATIONS

Manufacturing

The ERG Group will be responsible for manufacturing and providing the smart cards and the equipment
(card processors, add value machines, ticket o ffice terminals). The ERG Group is experienced with the
technology since they have already successfully installed an advanced smart card system in Hong Kong,
and numerous of systems with varying degrees of sophistication throughout Europe. ERG Group will also




Confidential                                         22
ULC                                                                                 MeshCard Systems



assist, when available, the 24-hour ULC operated maintenance crews in maintaining the system and
performing necessary upgrades and repairs.

The follo wing is a picture of the cards produced by the ERG Group for the transportation syst em in Hong
Kong. The image next to it is a terminal used to read the stored value of the card.

               Figure 3: The Smart Cards and the Sensory Pads used in Hong Kong




Operations

When a customer first purchases a MeshCard, the customer will pay for the price of the card and a deposit.
The deposit is paid in case the value of the card becomes negative. For example, if the customer has a
stored value of 5 dollars and then wants to makes a purchase of seven dollars, the deposit will allow the
customer to make that purchase. However, the customer will not be able to use the MeshCard until he
deposits additional value into the card. The value of the card will be negative and the customer will have to
deposit two dollars to increase the stored value of the card to zero and then add additional value to the card
in order to use the card.

There will not be commission on the customer or the subway and parking companies for the first year.
They would use alternative forms of payments as substitutes such as cash, credit card or bank debit cards.
By taking co mmission from the subway company and the parking garage companies, although the
efficiency gained leading increased usage will benefit them, the companies will have a decrease in revenue
per transaction. This might discourage the companies who will try to transfer the cost onto their customers
by increasing the price that could lead to a decrease in usage.

In the first year, the main goal is to attract customers and increase ULC‘s market share and customer base,
thus charging no commission on the MeshCard. There will be a one percent commission in the second year
and a two percent commission from the third year onwards. There are tentatively no plans made to charge
commission on the retailers – the MBTA or private parking lots. The main goal is to increase the amount of
retailers that would accept the MeshCard with future plans of restaurants and convenient stores. Therefore,
there will be no co mmission in order to encourage the participation of the retailers.

The main source of inco me co mes fro m investing the money the consumers deposited in the card. Since the
company will have a large lu mp su m of cash on hand at any given time, this factor should be used as an
advantage. The money should be spilt into four categories: long term investment, short term investment,
cash on hand for operational purposes and cash on hand to cover the customers‘ purchases. The company
will hire a wealth management to invest the capital or consult with an investment consultant. Liquid ity is
very important since the company has to bear the risk that all the customers who bought a card decide to
use all their money in the card.

With the integrated systems in networks, the accounts of each transaction can be cleared instantaneously.
As more retailers feel that the use of the card will benefit their business and help them attract more
customers, the more retailers will want to install these free systems that we provide through ERG Group.




Confidential                                         23
ULC                                                                                   MeshCard Systems



As more retailers begin to accept these cards, the more useful the customers will find the card and feel
secure about putting more money in the card since it can be used at more p laces. ULC in turn benefits since
the more money the customer puts on their MeshCard, the more capital ULC will have to invest.

Use and Expected Effect of Money Requested

ULC requires initial capital of $10 million to pay the ERG Group for the purchase and installation cost of
the smart cards and the associated equipment such as card processors and add value machines. This capital
is sufficient for a full implementation of the MeshCard System in the Boston subway system. If given less
than the required $10 million, ULC will not be able to meet its implementation schedule. The services that
the MeshCard System provides cannot be fulfilled and thus ULC will not pursue this venture under such
circu mstances. During the first several years until the imp lementation schedule is finished, MBTA will
operate under a parallel system in which riders carry tokens or MeshCards. The company will als o need to
request money for advertising in order to raise awareness of the smart card in the general public before
actually introducing it to the market.

Implementati on Schedule

Subway

Upon the successful signing of a Memorandum of Understanding with the MBTA, the actual setup of the
central terminal and installation of equipment at individual subway stations shall co mmence after a wait
period of 60-days, to allow time for the necessary equipment to be manufactured and shipped to the Boston
area.

The imp lementation plan calls for 2 automated fare gates (terminals) to be installed at each subway
entrance initially. There are a total of 79 stations with an average of 3 entrances per station, so the total
number of installations of fare gates is 2x79x3 or 474 units. This schedule should help min imize disruption
for passengers still using the old method of ticketing. The plan calls for a further installation of additional
terminals at the rate o f 1 per subway entrance every three months, subject to adjustment based on the actual
MeshCard sales and station usage data collected from the first three months of operation after the initial
install is completed. Barring unforeseen circumstances, a total of 1,185 fare gates are scheduled to be in
operation by the end of the first year. Each subway entrance will hold 1 Add -Value Machine, with an
average of 3 entrances per station, for a total of 237 (1x3x79) units, to be co mpleted before the system goes
into operation. The plan, if fully implemented, would require $1 0 million in capital spending.

In the event that MeshCard usage data after the first three months suggest that the 474 installed units will
be sufficient for the first year of operation, further installat ion of automated fare gates (terminals) will be
suspended until a later date. In this case, $9 million of the originally projected $10 million will be
necessary in the first year.

The central terminal shall be ready, with all co mputer hardware and software fully tested and debugged,
before the first day of service. Systems engineers will be on hand to ensure smooth operation of the new
system.

A total of 50,000 MeshCards printed with the MBTA and ULC logos will be available for sale on the first
day of operations. Subsequent batches will be manufactured every week and will include advertisements
fro m lead ing companies. Radio, newspaper and television ads will be in place for, as well as before and
after, the launch of the MeshCard System. By the end of first year, an estimated 400,000 cards will be in
circulat ion.

ULC will train and deploy a team of temporary workers to teach passengers who may need help with the
new ticketing system during the first two weeks of operation.




Confidential                                          24
ULC                                                                                     MeshCard Systems




Bus

Upon the full imp lementation of the MeshCard System for the Subway segme nt, and successful contract
negotiations with the MBTA for the Bus segment, the planned schedule calls for MeshCard readers to be
installed on all buses at the beginning of the second year of operations. There are currently approximately
981 vehicles in the Transit Bus fleet but these numbers will change as there are over 300 new vehicles on
order. So there should be over 1,000 installations.

Add Value Machines will be installed at central bus terminals and affiliated bus locations. Although the
total number of locations is not yet finalized, it is planned to have at least two units installed at each central
bus terminal and one or mo re units at each of the other locations. There is no rush to install at all
prospective locations since many bus passengers are also subway users and will therefore be able to use the
existing Add Value Machines at the subway entrances.

The required capital for imp lementing the MeshCard System for the Bus segment is $2 million.

Private Parking

Subject to successful contract negotiations, the third year will see the installation of MeshCard equipment
at private parking facilit ies in the city of Boston. At least 2 fare gates (1 fo r entry and 1 for exit) and 1 Add
Value Machine will be installed at each location. For larger facilities, this number will be increased. The
installation process is straightforward so no fixed schedule is planned at this time.

The required capital here depends on the number of parking facilit ies that will join our system, and main ly
involves the capital cost of equipment and cards. The amount is estimated to be around $2 million if 60
parking facilit ies join our system and could come fro m internal funding if the first two imp lementation
plans run successfully and according to schedule.

Operations Summary

The ERG Group will be responsible for manufacturing the smart cards as well as supporting equipment.
They will also handle all maintenance, repairs, and system upgrades. ULC will make a profit by charging a
1 percent commission in the 2nd year and a 2 percent commission from the 3rd year onwards to all
consumers of MeshCard. In addition since ULC will have a large lu mp sum of cash on hand at any given
time it will invest this capital with the advice of an investment consultant. Also ULC will c harge other large
corporations to place advertisements on the MeshCards. ULC has developed a very precise implementation
schedule for entering each of the desired markets.


                                         FINANCIAL PROSPECTS

Sources of Income

The MeshCard concept generates revenue in a number of ways fro m a few seg ments. Primary revenue
arrives from the issuance of MeshCards to consumers where 75% of the issuance price is taken as revenue,
and the remaining 25% as a deposit that is returned to the costumer if their MeshCards are return ed. At any
given time the value stored by costumers on the MeshCard is received by ULC in cash and allows us to
allocate such assets into appropriate long-term and short-term investments under the guidance of
professional financial consultants.




Confidential                                            25
ULC                                                                               MeshCard Systems



After the first year, ULC anticipates to apply a 1% commission rate to the money stored by costumers onto
the MeshCard. This rate will increase to 2% after the second year. This would generate a further amount of
revenue that allows ULC to invest further into global markets.

Advertisement is another means of revenue generation. ULC will provide long -term advertisement of
reputed companies on its MeshCards. This exposure will last the lifetime of the card. Annual exposure will
also be provided on ULC add value machines distributed throughout the stations of the Boston T network,
and numerous parking facilities around the city.

The above means of revenue generation apply initially to the subway segment the first year. ULC plans to
enter the bus segment in the second year, follo wed by the parking segment in the third. Other industries
after the third year include vending machines etc.

Pro Forma Assumpti ons

Revenue

Subway Seg ment

                  400,000 MeshCard users and issuances the first year
                  Additional 50,000 card issuances after the first year
                  $20 per MeshCard issuance
                  1% co mmission rate fro m consumer deposits in MeshCard(Starting in Q5)
                  2% co mmission rate (Start ing in Q9)
                  $20 average value stored per costumer in the MeshCard at any given time
                  50% of average cash on hand invested into global markets (25% of invested cash in short
                   term and 75% in long term)
                  3% short-term ROI annually, 4% long-term ROI annually
                  $10 one-time advertisement fee per card
                  $200 monthly advertisement fee per add value machine (237 add value machines with 3
                   in each of the 79 stations in the Boston T network)

Bus Segment

                  Bus Segment inaugurated in Q5
                  100,000 card issuances generated by bus segment its first year followed by a 30,000
                   accumulat ion each year then after
                  1% co mmission rate fro m consumers fro m its launch in Q5
                  2% co mmission rate fro m consumers starting Q9
                  50% of average cash on hand invested with similar asset allocation plans as the subway
                   segment
                  3% short-term ROI annually, 4% long-term ROI annually
                  $10 one-time advertisement fee per card

Parking Seg ment

                  Parking Seg ment inaugurated in Q9
                  20,000 card issuances generated by parking segment in its first year follo wed by an
                   identical nu mber in accu mulat ion each year then after
                  2% co mmission rate fro m consumers right at segment launch in Q9
                  50% o f average cash on hand invested with similar asset allocation plans as prior
                   segments
                  3% short-term ROI annually, 4% long-term ROI annually




Confidential                                        26
ULC                                                                               MeshCard Systems



                  $10 one-time advertisement fee per card
                  $200 monthly advertisement fee per add value machine (60 add value machines with one
                   in each of 60 parking facilities)

Costs

Start-up / First 3-years

                  $12.50 per out sourced smart-card fo r a MeshCard
                  $550,000 to establish a central terminal to monitor Mesh-wide t ransactions
                  $1250 per terminal (Providing data transfer to and fro m the central terminal to
                   applications distributed throughout targeted segments)
                  $30,000 per add value machine
                  $20,000 per month average rental fees for ULC storage and office space over three years
                  Co mmunicat ion equipment: $40,000 per quarter
                  Accumulated wages: $400,000 per quarter
                  Advertising in various mediu ms: $200,000 per quarter
                  Legal and licensing fees: $200,000 per quarter




Confidential                                        27
3 Year Plan
INCOME STATEMENT                       Q1          Q2          Q3           Q4          Q5          Q6          Q7          Q8          Q9         Q10         Q11         Q12
Revenues:
Subway
 Sales of MeshCard ($20)           50,000      75,000     125,000      150,000      12,500      12,500      12,500      12,500      12,500      12,500      12,500      12,500
 MeshCard Sale Revenue           1,000,000   1,500,000   2,500,000    3,000,000    250,000     250,000     250,000     250,000     250,000     250,000     250,000     250,000


 Commission Rate                     0.00        0.00        0.00         0.00        0.01        0.01        0.01        0.01        0.02        0.02        0.02        0.02
 Revenue From Commission                0           0           0            0     720,000     720,000     720,000     720,000    1,440,000   1,440,000   1,440,000   1,440,000


 Average Cash On Hand            1,000,000   2,500,000   5,000,000    8,000,000   7,920,000   7,920,000   7,920,000   7,920,000   7,840,000   7,840,000   7,840,000   7,840,000


 Short Term Investment            125,000     315,625     632,891     1,015,822   1,015,396   1,015,385   1,015,385   1,015,385   1,005,385   1,005,135   1,005,128   1,005,128
 Short Term Rate (%)                 0.03        0.03        0.03         0.03        0.03        0.03        0.03        0.03        0.03        0.03        0.03        0.03
 Short Term Investment Revenue      3,125       7,891      15,822       25,396      25,385      25,385      25,385      25,385      25,135      25,128      25,128      25,128


 Long Term Investment             375,000    2,594,700   4,370,988    7,067,040   7,894,882   4,522,995   4,388,120   4,382,725   4,352,509   5,071,300   5,100,052   5,101,202
 Long Term Rate (%)                  0.04        0.04        0.04         0.04        0.04        0.04        0.04        0.04        0.04        0.04        0.04        0.04
 Long Term Investment Revenue      15,000     103,788     174,840      282,682     315,795     180,920     175,525     175,309     174,100     202,852     204,002     204,048


 Advertising Revenue From Add-
 Value Machines ($200/month)      142,200     142,200     142,200      142,200     142,200     142,200     142,200     142,200     142,200     142,200     142,200     142,200
 Advertising Revenue Per Card          10          10          10           10          10          10          10          10          10          10          10          10
 Advertising Revenue              642,200     892,200    1,392,200    1,642,200    267,200     267,200     267,200     267,200     267,200     267,200     267,200     267,200


 Total Subw ay Revenue           1,660,325   2,503,879   4,082,862    4,950,277   1,578,380   1,443,504   1,438,109   1,437,894   2,156,435   2,185,180   2,186,330   2,186,376
 Total Annual Subw ay Revenue                                        13,197,343                                       5,897,888                                       8,714,322


Bus
 Sales of MeshCard ($20)                                                            15,000      25,000      30,000      30,000       7,500       7,500       7,500       7,500
 MeshCard Sale Revenue                                                             300,000     500,000     600,000     600,000     150,000     150,000     150,000     150,000


 Commission Rate                                                                      0.01        0.01        0.01        0.01        0.02        0.02        0.02        0.02
 Revenue From Commission                                                            27,000      72,000     126,000     180,000     360,000     360,000     360,000     360,000
ULC                              MeshCard Systems

 Average Cash On Hand                 297,000   792,000   1,386,000   1,980,000   1,960,000   1,960,000   1,960,000   1,960,000


 Short Term Investment                 37,125    99,928    175,748     251,894     251,297     251,282     251,282     251,282
 Short Term Rate (%)                     0.03      0.03       0.03        0.03        0.03        0.03        0.03        0.03
 Short Term Investment Revenue           928      2,498      4,394       6,297       6,282       6,282       6,282       6,282


 Long Term Investment                 111,375   778,455   1,372,888   1,823,416   1,887,937   1,395,517   1,375,821   1,375,033
 Long Term Rate (%)                      0.04      0.04       0.04        0.04        0.04        0.04        0.04        0.04
 Long Term Investment Revenue           4,455    31,138     54,916      72,937      75,517      55,821      55,033      55,001


 Advertising Revenue Per Card             10        10          10          10          10          10          10          10
 Advertising Revenue                  150,000   250,000    300,000     300,000      75,000      75,000      75,000      75,000


 Total Bus Revenue                    482,383   855,636   1,085,309   1,159,234    666,800     647,103     646,315     646,283
 Total Annual Bus Revenue                                             3,582,563                                       2,606,501


Parking
 Sales of MeshCard ($20)                                                             5,000       5,000       5,000       5,000
 MeshCard Sale Revenue                                                             100,000     100,000     100,000     100,000


 Commission Rate                                                                      0.02        0.02        0.02        0.02
 Revenue From Commission                                                            18,000      18,000      18,000      18,000


 Average Cash On Hand                                                               98,000     196,000     294,000     392,000


 Short Term Investment                                                              12,250      24,806      37,370      49,934
 Short Term Rate (%)                                                                  0.03        0.03        0.03        0.03
 Short Term Investment Revenue                                                         306         620         934       1,248


 Long Term Investment                                                               36,750     242,970     287,969     326,519
 Long Term Rate (%)                                                                   0.04        0.04        0.04        0.04
 Long Term Investment Revenue                                                        1,470       9,719      11,519      13,061


 Advertising Revenue From Add-
 Value Machines ($200/month)                                                        36,000      36,000      36,000      36,000
 Advertising Revenue Per Card                                                           10          10          10          10




Confidential                     29
ULC                                                                                   MeshCard Systems

 Advertising Revenue                                                                                                                       50,000      50,000      50,000       50,000


 Total Parking Revenue                                                                                                                    169,776     178,339     180,453      182,309
 Total Annual Parking Revenue                                                                                                                                                  710,877


 Total Revenue                       1,660,325   2,503,879   4,082,862    4,950,277   2,060,763      2,299,141   2,523,419   2,597,128   2,993,011   3,010,622   3,013,098    3,014,969
 Total Annual Revenue                                                    13,197,343                                          9,480,450                                       12,031,700


Costs:
Subway
 MeshCard Manufacturing Cost          625,000     937,500    1,562,500    1,875,000        171,250    181,250     186,250     186,250     168,750     168,750     168,750      168,750
 Terminal Manufacturing Cost         1,481,250
 Add-Value Machines Manufacturing
 Cost                                7,110,000
 Central Terminal                     550,000


 Returned Cards


 Storage/Offic e ($20000/month)        60,000      60,000      60,000       60,000          60,000     60,000      60,000      60,000      60,000      60,000      60,000       60,000
 Communication                         40,000      40,000      40,000       40,000          40,000     40,000      40,000      40,000      40,000      40,000      40,000       40,000
 Advertising                          200,000     200,000     200,000      200,000         200,000    200,000     200,000     200,000     200,000     200,000     200,000      200,000
 Wages                                400,000     400,000     400,000      400,000         400,000    400,000     400,000     400,000     400,000     400,000     400,000      400,000
 Legal Fees                           200,000     200,000     200,000      200,000         200,000    200,000     200,000     200,000     200,000     200,000     200,000      200,000


 Total Subw ay Cost                 10,666,250   1,837,500   2,462,500    2,775,000   1,071,250      1,081,250   1,086,250   1,086,250   1,068,750   1,068,750   1,068,750    1,068,750
 Total Annual Subw ay Cost                                               17,741,250                                          4,325,000                                        4,275,000


Bus
 MeshCard Manufacturing Cost                                                               187,500    312,500     375,000     375,000      93,750      93,750      93,750       93,750
 Terminal Manufacturing Cost                                                          2,500,000


 Returned Cards


 Total Bus Cost                                                                       2,687,500       312,500     375,000     375,000      93,750      93,750      93,750       93,750
 Total Annual Bus Cost                                                                                                       3,750,000                                         375,000




Confidential                                                                          30
ULC                                                                                   MeshCard Systems

Parking
 MeshCard Manufacturing Cost                                                                                                               62,500      62,500      62,500      62,500
 Terminal Manufacturing Cost                                                                                                              225,000
 Add-Value Machines Manufacturing
 Cost                                                                                                                                    1,800,000


 Returned Cards


 Total Parking Cost                                                                                                                      2,087,500     62,500      62,500      62,500
 Total Annual Parking Cost                                                                                                                                                   2,275,000



 Total Cost                         10,666,250   1,837,500   2,462,500    2,775,000   3,758,750      1,393,750   1,461,250   1,461,250   3,250,000   1,225,000   1,225,000   1,225,000
 Total Annual Cost                                                       17,741,250                                          8,075,000                                       6,925,000



Profit Before Tax                   -9,005,925    666,379    1,620,362    2,175,277   -1,697,987      905,391    1,062,169   1,135,878   -256,989    1,785,622   1,788,098   1,789,969
Annual Profit Before Tax                                                 -4,543,907                                          1,405,450                                       5,106,700
Profit After Tax (37%)              -5,673,733    419,819    1,020,828    1,370,425   -1,069,732      570,396     669,166     715,603    -161,903    1,124,942   1,126,502   1,127,680
Annual Profit After Tax                                                  -2,862,662                                           885,434                                        3,217,221


Capital Expenditures:



CASH FLOW STATEMENT                        Q1          Q2          Q3           Q4             Q5          Q6          Q7          Q8          Q9         Q10         Q11         Q12
 Starting Cash                      10,000,000   4,440,533   4,930,180    6,020,836   7,461,088      6,492,435   7,163,909   7,934,154   8,750,835   8,715,322   9,955,405 11,197,047
 + Profit After Tax                 -5,673,733    419,819    1,020,828    1,370,425   -1,069,732      570,396     669,166     715,603    -161,903    1,124,942   1,126,502   1,127,680
 +Depreciation (20 yrs)               114,266      69,828      69,828       69,828         101,078    101,078     101,078     101,078     126,391     115,141     115,141     115,141
 - Capital Expenditure
 - Pay down debt
 Ending Cash                         4,440,533   4,930,180   6,020,836    7,461,088   6,492,435      7,163,909   7,934,154   8,750,835   8,715,322   9,955,405 11,197,047 12,439,868


BALANCE SHEET                              Q1          Q2          Q3           Q4             Q5          Q6          Q7          Q8          Q9         Q10         Q11         Q12
Assets:
 Cash                                4,440,533   4,930,180   6,020,836    7,461,088   6,492,435      7,163,909   7,934,154   8,750,835   8,715,322   9,955,405 11,197,047 12,439,868
  Current Assets                     4,440,533   4,930,180   6,020,836    7,461,088   6,492,435      7,163,909   7,934,154   8,750,835   8,715,322   9,955,405 11,197,047 12,439,868




Confidential                                                                          31
ULC                                                                     MeshCard Systems

 Equipment               9,141,250   9,141,250   9,141,250   9,141,250 11,641,250 11,641,250 11,641,250 11,641,250 13,666,250 13,666,250 13,666,250 13,666,250
 Accum. Depreciation      114,266     184,094     253,922     323,750        424,828   525,906   626,984   728,063   854,453    969,594   1,084,734   1,199,875
   Net Equipment         9,026,984   8,957,156   8,887,328   8,817,500 11,216,422 11,115,344 11,014,266 10,913,188 12,811,797 12,696,656 12,581,516 12,466,375


 Total Assets           13,467,517 13,887,336 14,908,164 16,278,588 17,708,857 18,279,253 18,948,419 19,664,022 21,527,119 22,652,061 23,778,563 24,906,243


Liabilities:
 Short Term Debt
   Curren Liabilities
   Long Term Debt
   Retained Earnings    13,467,517 13,887,336 14,908,164 16,278,588 17,708,857 18,279,253 18,948,419 19,664,022 21,527,119 22,652,061 23,778,563 24,906,243


 Total Liabilities      13,467,517 13,887,336 14,908,164 16,278,588 17,708,857 18,279,253 18,948,419 19,664,022 21,527,119 22,652,061 23,778,563 24,906,243




Confidential                                                            32
5 Year Plan
INCOME STATEMENT                                                  Y1          Y2          Y3          Y4          Y5
Revenues:
Subway
 Sales of MeshCard ($20)                                      400,000      50,000      50,000      50,000      50,000
 MeshCard Sale Revenue                                      8,000,000   1,000,000   1,000,000   1,000,000   1,000,000

Commission Rate                                                              0.01        0.02        0.02        0.02
Revenue From Commission                                                 2,880,000   5,760,000   5,760,000   5,760,000

Average Cash On Hand                                       16,500,000 31,680,000 31,360,000 31,360,000 31,360,000

Short Term Investment                                       2,089,338   4,061,550   4,020,776   4,020,776   4,020,776
Short Term Rate (%)                                              0.12        0.12        0.12        0.12        0.12
Short Term Investment Revenue                                  52,233     101,539     100,519     100,519     100,519

Long Term Investment                                       14,407,728 21,188,721 19,625,063 19,625,063 19,625,063
Long Term Rate (%)                                               0.16       0.16       0.16       0.16       0.16
Long Term Investment Revenue                                  576,309    847,549    785,003    785,003    785,003

Advertising Revenue From Add-Value Machines ($200/month)      568,800     568,800     568,800     568,800     568,800
Advertising Revenue Per Card                                       40          40          40          40          40
Advertising Revenue                                         4,568,800   1,068,800   1,068,800   1,068,800   1,068,800

Total Subw ay Revenue                                      13,197,343   5,897,888   8,714,322   8,714,322   8,714,322

Bus
 Sales of MeshCard ($20)                                                  100,000     30,000      30,000      30,000
 MeshCard Sale Revenue                                                  2,000,000    600,000     600,000     600,000

Commission Rate                                                             0.01         0.02        0.02        0.02
Revenue From Commission                                                  405,000    1,440,000   1,440,000   1,440,000

Average Cash On Hand                                                    4,455,000   7,840,000   7,840,000   7,840,000

Short Term Investment                                                    564,695    1,005,144   1,005,144   1,005,144
Short Term Rate (%)                                                         0.12         0.12        0.12        0.12
Short Term Investment Revenue                                             14,117       25,129      25,129      25,129

Long Term Investment                                                    4,086,134   6,034,308   6,034,308   6,034,308
Long Term Rate (%)                                                           0.16        0.16        0.16        0.16
Long Term Investment Revenue                                              163,445     241,372     241,372     241,372

Advertising Revenue Per Card                                                   40         40          40          40
Advertising Revenue                                                     1,000,000    300,000     300,000     300,000

Total Bus Revenue                                                       3,582,563   2,606,501   2,606,501   2,606,501

Parking
 Sales of MeshCard ($20)                                                              20,000      20,000      20,000
 MeshCard Sale Revenue                                                               400,000     400,000     400,000
ULC                                                                                  MeshCard Systems



Commission Rate                                                                         0.02        0.02        0.02
Revenue From Commission                                                               72,000      72,000      72,000

Average Cash On Hand                                                                 980,000     980,000     980,000

Short Term Investment                                                                124,361     124,361     124,361
Short Term Rate (%)                                                                     0.12        0.12        0.12
Short Term Investment Revenue                                                          3,109       3,109       3,109

Long Term Investment                                                                 894,208     894,208     894,208
Long Term Rate (%)                                                                      0.16        0.16        0.16
Long Term Investment Revenue                                                          35,768      35,768      35,768

Advertising Revenue From Add-Value Machines ($200/month)                             144,000     144,000     144,000
Advertising Revenue Per Card                                                              40          40          40
Advertising Revenue                                                                  200,000     200,000     200,000

Total Parking Revenue                                                                710,877     710,877     710,877


Total Revenue                                              13,197,343   9,480,450 12,031,700 12,031,700 12,031,700

Costs:
Subway
 MeshCard Manufacturing Cost                                5,000,000    725,000     675,000     675,000     675,000
 Terminal Manufacturing Cost                                1,481,250
 Add-Value Machines Manufacturing Cost                      7,110,000
 Central Terminal                                             550,000

Returned Cards

Storage/Offic e ($20000/month)                                240,000     240,000     240,000     240,000     240,000
Communication                                                 160,000     160,000     160,000     160,000     160,000
Advertising                                                   800,000     800,000     800,000     200,000     200,000
Wages                                                       1,600,000   1,600,000   1,600,000   1,600,000   1,600,000
Legal Fees                                                    800,000     800,000     800,000     200,000     200,000

Total Subw ay Cost                                         17,741,250   4,325,000   4,275,000   3,075,000   3,075,000

Bus
 MeshCard Manufacturing Cost                                            1,250,000    375,000     375,000     375,000
 Terminal Manufacturing Cost                                            2,500,000

Returned Cards

Total Bus Cost                                                          3,750,000    375,000     375,000     375,000

Parking
 MeshCard Manufacturing Cost                                                          250,000     250,000     250,000
 Terminal Manufacturing Cost                                                          225,000     225,000     225,000
 Add-Value Machines Manufacturing Cost                                              1,800,000   1,800,000   1,800,000

Returned Cards

Total Parking Cost                                                                  2,275,000   2,275,000   2,275,000




Confidential                                        34
ULC                                                        MeshCard Systems




Total Cost                     17,741,250    8,075,000    6,925,000    5,725,000    5,725,000



Profit Before Tax              -4,543,907    1,405,450    5,106,700    6,306,700    6,306,700
Profit After Tax (37%)         -2,862,662      885,434    3,217,221    3,973,221    3,973,221



Capital Expenditures:



CASH FLOW STATEMENT
 Starting Cash                 25,391,548 29,051,586 38,618,609 38,618,609 43,063,642
 + Profit After Tax            -2,862,662    885,434 3,217,221 3,973,221 3,973,221
 +Depreciation (20 yrs)           323,750    404,313    471,813    471,813    471,813
 - Capital Expenditure
 - Pay down debt
 Ending Cash                   22,852,636 30,341,332 42,307,642 43,063,642 47,508,676

BALANCE SHEET
Assets:
 Cash                          22,852,636   30,341,332   42,307,642   43,063,642   47,508,676
  Current Assets               22,852,636   30,341,332   42,307,642   43,063,642   47,508,676
 Equipment                     36,565,000   46,565,000   54,665,000   54,665,000   54,665,000
 Accum. Depreciation              876,031    2,305,781    4,108,656    4,108,656    4,108,656
   Net Equipment               35,688,969   44,259,219   50,556,344   50,556,344   50,556,344

Total Assets                   58,541,605 74,600,551 92,863,986 93,619,986 98,065,019

Liabilities:
 Short Term Debt
  Curren Liabilities
  Long Term Debt
  Retained Earnings            58,541,605 74,600,551 92,863,986 93,619,986 98,065,019

Total Liabilities              58,541,605 74,600,551 92,863,986 93,619,986 98,065,019




Confidential              35
 ULC                                                                                   MeshCard Systems



 ULC assumes that $10,000,000 start-up capital will be funded by supportive venture capitalists. We assume
 no account receivables or accounts payable: our fees from customers will be paid up front on MeshCard
 revenues.

                   Figure 4: Expected Profits in First 5 Years of Commencement


                4,000,000
                3,000,000
                2,000,000
                1,000,000
Profits (USD)
                        0
                -1,000,000
                -2,000,000
                -3,000,000
                                 1              2             3            4             5
                                                             Year

 The Pro Fo rma shows that we will first show a profit in year 2. Fro m year 4, it is projected that the firm
 will generate a steady 4 million dollars a year. Our firm will also enjoy a rapidly increasing cash balance.
 The firm‘s profit and ending balances are summarized in Figures 4 and 5.


                                         Figure 5: Ending Cash Balance


           50,000,000
           45,000,000
           40,000,000
           35,000,000
           30,000,000
Cash (USD) 25,000,000
           20,000,000
           15,000,000
           10,000,000
            5,000,000
                    0
                                     1              2          3            4            5
                                                             Year

 Break-Even Anal ysis

 The Break-Even Analysis shows that the firm will break even in year 2. There is a drastic decrease in the
 total cost after the imp lementation of the equipment. After year 4, it is projected that the total revenue will
 level out at approximately 12 million dollars while the total cost will remain steady at merely 6 million
 dollars.




 Confidential                                           36
ULC                                                                                MeshCard Systems




                                    Figure 6: Break-Even Analysi s


               20,000,000
               18,000,000
               16,000,000
               14,000,000
   Cash(USD)




               12,000,000
               10,000,000
                8,000,000
                6,000,000
                4,000,000
                2,000,000
                       0
                            1              2               3                4               5
                                                          Year
                                          Total Revenue          Total Cost



Financi al Summary

A profit will be recorded by Year 2. Assuming ULC does not expand into additional markets, fro m Year 4
onwards the net profit after tax is $4 million per year.


                                               SUMMARY

ULC‘s market ing analysis demonstrates that our MeshCard System has a large market in the public
transportation and private parking sectors in the central and greater Boston, MA area. Based on our Pro
Forma ULC will record profit by its second year of existence. Once credib ility of the MeshCard System has
been established by the end of 8th quarter, the opportunities for expansion into other existing markets would
be endless. ULC also envisions that the revolutionizing concept of the MeshCard System could capitalize
based on similar principles of our pilot program and enter successfully in other industries including retail
and telecommunication sectors. The founders of ULC have pers onal convictions that their concept is the
concept of the future in a monumental development in American consumer efficiency and retailer
profitability.




Confidential                                         37
ULC                                                                                MeshCard Systems



APPENDIX A: FREQUENTLY AS KED QUES TIONS

Question 1: Are contact-less smart cards a practical solution for public t ransport?
Answer: The user convenience and security control that MeshCard offers have been enough to convince
many cities in developed countries such as London, Hong Kong, Singapore, Seoul, to invest in similar
systems. Currently smart cards used for transportation have millions of transactions per day from around
the world. This number will continue to increase as people realize the benefits of such a system pertaining
not only to transportation but also other industries.

Question 2: Should MeshCard be completely contact-less or not?
Answer: Contact-less systems require smaller reader capacity for chip card that is easier to achieve. It also
decreases maintenance costs since it requires fewer electro mechanical devices. There is a general
consensus in the scientific co mmunity that contact-less is better and obviously faster.

Question 3: What would be required for a smooth transition to the MeshCard System?
Answer: High quality customer information and training, educating the staff to answer user questions and
to assist with problems, educating the public of the low risk involved using a value card by emphasizing
user-friendliness, demonstrating MeshCard‘s invulnerability to vandalism, as well as the convenience of an
all-purpose small transaction debit card, are measures to be taken to guarantee MeshCard success.

Question 4: What is our vision for MeshCard?
Answer: Our vision for MeshCard is to incorporate a global positioning system (GPS) such that our cards
are personalized to our customers. If for example, passengers enter and exit one of the modes of
transportation in different price zones, they will be charged accordingly. ULC also envisions an eventual
expansion of the concept into numerous sectors beyond transportation and p rivate parking both in Boston
and other desirable locations.

Question 5: How do we prevent vandalism to our MeshCard System?
Answer: The presence of an attendant is insufficient to restrain vandals. Human error and sophisticated
electronic theft are two major concerns with regard to vandalism. MeshCard uses the most current
encryption technologies to prevent electronic theft. As opposed to other electronic card systems, i.e.
MasterCard, MeshCard is low risk since it is nameless and only stores a limite d amount of cash for
specified applications at any given time.




Confidential                                         38
ULC                                                          MeshCard Systems



APPENDIX B : EMAIL CORRS EPONDENCE WITH ERG GROUP

From: Shannon Yujnovich [SYujnovich@erggroup.com]
Sent: Monday, October 15, 2001 4:00 AM
To: Kelvin_Lo@Brown.edu
Subject: Smart Cards

Hi Kevin

Please find below information on smart cards as requested by you

Advantages:
The smart card is secure. It can be trusted to carry secret information or
value. In a loyalty scheme the points can still be treated as money/value as
they can be converted to products/rewards. The smart card can perform processing
internally, which a magnetic stripe or bar code can't. This means that you can
offer instant rewards with a smart card as it can be trusted to carry the points
securely.
Disadvantages:
Cost.

These are the most obvious advantages and disadvantages without getting too
deeply into it.

1) Infrastructure will depend on how much security you need. Does the system
need to be audited or not? With a non-smart card system, everything must be sent
to a central system for recording, tracking, rewarding, etc. In a smart card
system it may not as the smart card can work independently. The only problem
with this is if someone does crack the system, you don't know about it as you
aren't tracking everything. In a small system you may get away with it, but in a
large, high-value system it is better to audit it. The basic infrastructure is
therefore a central system (which can be extremely complex), a smart card
terminal at every merchant and a smart card in everyones pocket. The smart card
terminals would most likely dial into the central system as necessary, avoiding
the need for a large private network.

2) The cost is a very tough one, it really depends on how large and complex the
system is. There will be significant R&D to develop the exact system and
significant costs in operating the system. The capital costs are fairly simple
once you have paid for the R&D. The smart cards are between $5 and $20 each
depending on the complexity. The smart card terminals are between $500 and $2000
each depending on the complexity. The central system is between $100,000 and
$10,000,000 depending on the complexity.

Designing a simple model of the system in the lab is quite easy. Rolling a large
commercial system out into the real world is not as simple as it initially
appears to be. There are many, many possibilities, some work well, some don't.

I hope that this helps.


Shannon Yujnovich
Marketing Officer
ERG Group
+61 8 9 273 1210
www.erggroup.com




Confidential                           39
ULC                                                                               MeshCard Systems



                                               REFERENCES

    1.   Boston Online http://www.boston-online.co m/

    2.   Chief Financial Advisor http://www.cfo.co m

    3.   City of Boston http://www.ci.boston.ma.us

    4.   Co mmonwealth of Massachusetts http://www.state.ma.us

    5.   Dial-a-Fish, January 2000. Pg. 1-30

    6.   Engineering Your Start-up, Michael L. Baird, Professional Publications Inc., 1999

    7.   ePayments Resource Center http://www.epaynews.com/

    8.   ERG Group http://www.erggroup.com/

    9.   Fit zInn Parking Systems http://www.fitzinn.co m/

    10. Hong Kong Smart Card System
        http://lnweb18.worldbank.org/External/ lac/lac.nsf/Sectors/Transport/D5A576A039A802C08525 6
        8B2007988A D?OpenDocu ment

    11. International Data Corporation http://www.idc.co m

    12. North End Boston Parking http://www.northendboston.com/parking.html

    13. NTD Program http://www.ntdprogram.co m/NTD/Profiles.nsf/2000+All/1003/$File/P1003.pdf

    14. Octopus Card http://www.octopuscard.com/octopus_eng/e_press9.htm

    15. The Nilson Report http://www.nilsonreport.com/

    16. The World Ban k Group http://www.worldbank.org

    17. U.S. Census Bureau http://factfinder.census.gov




Confidential                                         40

						
Related docs