Weather Holdings, LLC

Founded in April 1999, Weather Holdings, LLC (WHLLC) provides LIVE weather data and robotic WeatherCams under an exclusive contract with AccuWeather, Inc. AccuWeather is the world's largest supplier of weather, with over 1800 media clients. AccuWeather branded the WHLLC product as iSight™ and has contracts for our service, from Yahoo!, MSNBC.com, Netscape/CompuServe, Chicago Sun-Times, KDKA-TV in Pittsburgh, Pittsburgh LIVE, Cape Cod Times, Buffalo News. Contracts with New York Times, Washington Post and the ABC-owned television stations in 7 of the top 10 major US markets will be added in 4Q 2002/1Q 2003. AccuWeather purchased shares of WHLLC in early 2002 and currently owns 10% of WHLLC.

WHLLC has exclusive contracts for the use of the robotically controlled camera technology for weather applications in the media and Internet. WHLLC uses proprietary code to combine these images with live weather station data for presentation to the Internet. Though the iSight™ program is currently Internet based, the current technology can be used to stream LIVE visuals to TV stations for use within their news broadcasts. AccuWeather and WHLLC are adapting the current technology to the new Galileo™ television weather presentation technology to be available in 2003 to television stations.

WHLLC owns the entire network of robotic weather cameras and earns a majority of its revenues through guaranteed fees from AccuWeather. WHLLC is currently looking to raise funds to fulfill three WeatherCam orders from AccuWeather for a total of 41 cameras. The Company is looking to raise a total of $615,000 in the form of three convertible notes to fund the equipment, installation and service expense for these contracts. The guaranteed revenue from AccuWeather will provide funds for payback of the notes. Terms are 30, 28 and 26 months with an annualized IRR averaging 20%.