FINANCIAL SUMMARY AdGrove.com, Inc.

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AdGrove.com
FINANCIAL SUMMARY

8.1 Deal Structure

Based on the detailed financial analysis presented in Appendix 9.3 and 9.4, AdGrove.com is seeking $2 million in equity capital. In return for this investment, the investor will receive 11% of the outstanding common shares of AdGrove.com. The capital raised in this first round of equity financing will be used as follows:

First round Financing	$2,000,000
Development Cost	$1,000,000
Marketing & Advertising	$500,000
Salary Expense	$200,000
Office space leasing and other expense	$300,000
Total	$2,000,000

AdGrove.com also intends to raise additional funds through 2nd and 3rd rounds of equity financing as follows:

October 2000
Second Round Financing	$4,000,000
By end of 2nd quarter 2001
Third Round of Financing	$4,250,000

The capital raised through these two rounds will be used to provide the working capital requirements. The largest part of these will be the advertising and marketing expenses. The initial investors will be given the first option to take part in these subsequent rounds of financing.

8.2 Investor Return

AdGrove.com will provide its investors a return on investment of 70%. The following table illustrates the calculation of the investor's returns:

Investment Opportunity
Investment required	$2,000,000
Equity Offered	11%
Industry Revenue Multiple	20
Year 5 Revenue	$26,900,000
Terminal Value in 5 years with the liquidity discount of 50%	$269,000,000
Value of investment in Year 5	$28,397,140
Return on Investment	70%

8.3 Risk Analysis

Although AdGrove.com represents a great investment opportunity, there are inherent risks in the development of this online product, including:

Website traffic is lower than expected;
Small business online commerce is lower than anticipated;
Competition appears overnight;
Demand for advertising space outstrips available advertising space for sale;
Unmet product development schedule;
Unable to secure strategic partnerships for the terms articulated and must purchase ad space, and marketing lists direct.

8.3 Financial Review

AdGrove.com's financial projections indicate the following: (See Appendix 9.4 - Financial Exhibits)

AdGrove.com Income/Expense Projections

8.5 Exit Strategy

There are two primary means of an exit strategy for AdGrove.com's investors:

Initial Public Offering. AdGrove.com is forecasting an IPO approximately Q1, 2003;
Merger or acquisition. AdGrove.com views this as the most viable harvest strategy for both the founders and the investors if the right opportunity presents itself. AdGrove.com is an attractive acquisition for an Internet advertising website like AdKnowledge.com, a competitor such as BuyMedia.com, or a potential player who would like access to our dedicated customers. A comparable company recently sold for $198 million to an online advertising conglomerate.

AdGrove.com
Table of Contents	Appendices
1. Executive Summary 2. Company Overview 3. Products and Services 4. Market Analysis 5. Marketing Plan 6. Operations Plan 7. Management 8. Financial Summary	Management Team Resumes Small Business Internet Use Revenue Model and Assumptions Pro Forma Financial Statements Strategic Alliance Proposal Most Wired Cities in America Market Research Sample Questionnaire
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