July 2001

1. July 2001 Investor Presentation Prepared for AOLTW Strictly Confidential

2. Agenda I. Executive Summary II. Management Introductions III. The Company IV. Organization & Ownership Structure V. Financial Overview

3. I-View-It…Visualizations for the Future Imaging Video Two inventions discovered in the pursuit of helping children save the planet were created using out-of-the-box thinking and have led to significant advancements in imaging and video processes.

4. I-View-It Processes I-View-It is an innovator providing Patent Pending Intellectual Property processes in video streaming and imaging, focusing currently on three of its core IP assets: • Video streaming scaling processes that enable the delivery of rich media to be provided distortion free, at full screen resolution with normal TV equivalent frame rates of between 24-29 fps, at extremely low bandwidths and at high bandwidth provide superior processing efficiencies. • Image scaling process for creating high definition user controlled “super” zoom and pan capabilities levels without macro blocking and pixelation. The image scaling process may be applicable to every known screen for imaging. • Combinations of the two processes, creating a user controlled video or television environment with super zoom and pan applications, (currently in R&D).

5. I-View-It Video Process Mathematical Scaling Formula For Encoding & Playback of Video for Streaming and/or Downloading I-View-It’s revolutionary process for video compresses video at an incredible 75% less data than previous technologies by utilizing a scaled encode for large screen playback. This process yields: • Less processing power required for full screen data by 75%! • File size for full screen representation reduced by 75% making high impact full screen video available for download at any bandwidth! • Full-screen, full-frame rate video (including high quality stereo) at 150-300 Kbps, a 90% reduction over previous standards! • At modem bandwidths this process provides a markedly improved video quality over prior Internet industry standards. • This process has applications that are being explored on the higher ends of the encoding and bandwidth spectrums. As a result of the I-View-It processes on the encoding and decoding systems these applications may yield efficiencies in High Definition markets. • Enables stereo audio with full lip synchronization of audio/video.

6. I-View-It Imaging Process Mathematical Scaling Formula For Encoding & Viewing Images with Super Smooth Zoom & Pan Capabilities The I-View-It proprietary imaging system is designed to provide clear, sharp images, which can be zoomed into at great depth, and panned around at the discretion of the viewer, or under program control. The resulting experience is one of immersion into the image and an ability to view detail at a level heretofore not thought possible. This process yields: • Yields user controlled zoom & pan for screen applications. • Resilient to pixel distortion when magnified over 200x. • The image scaling process may be applicable to every known screen for imaging. • Allows new user controlled zoom & pan for imaging and video appliances. Applications include; Cameras, Televisions, Video Camera’s, DVD Players, Scanners, Printers & Copiers. • Easily integrates into Hardware and Software Applications. • The user now has the ability to design an image with a zoom magnification factor in mind and have the corresponding parameters to create the “zoom factor”.

7. I-View-It Combination Video and Imaging Processes Mathematical Scaling Formula For Encoding & Playback of Video with Remote Control Camera\Video interface coupled with the Mathematical Scaling Formula For Encoding & Viewing Images with Super Smooth Zoom & Pan Capabilities Combined I-View-It video and imaging processes create a user interface that allows camera control and zoomable video streams. Allows user to take video feeds and pan & zoom on individual frames or streams. • Ideal for the security market and sports events. • May apply to all video playback devices. • In R&D

8. I-View-It Executive Summary Focused intellectual property strategy • Five US Patent Pending Applications • Six Patent Cooperation Treaty (PCT International) Applications • Two US Provisional Patent Pending Applications • R&D to yield further Intellectual Property Versatile technology applications and comprehensive revenue model • Platform agnostic imaging and video processes applying to a vast array of products across software and hardware industries • License & Royalty revenue model Validation through high visibility beta test customers • 17 customers since May 2000 product launch • High profile customers with significant market presence • Validation of both video and imaging processes Poised for rapid growth • Seeking $10 million of growth capital

9. Management Introductions click on name to see resume Chief Executive Officer, (Identified) • Strong Media/Entertainment Background • Strong Computer Industry Background – Licensing Hardware & Software Aidan Foley, Advisor to the Board • Clearview Networks – Chief Executive Officer • Eastman Kodak/Cinesite – President & CEO • Eastman Kodak – President and General Manager, Advanced Technologies Peter Lee, pro tem President & CTO • IBM - Global Development Executive, Broadcast & Advertisement Solutions • GeoVideo Networks (a Lucent Technologies Company) – President & CEO • Hitplay Media, Inc. - CTO, VP of Engineering

10. Management Introductions Con’t Ross Miller, pro tem Chief Operating Officer & General Counsel • OutSource Partners, Inc. - Vice President and General Counsel • Moovies, Inc. - Senior Vice President and General Counsel • Rogers & Hardin - Corporate Counsel • Schwartz, Cooper Greenberger & Krauss – Partner • Katten, Muchin & Zavis – Partner Maurice R. Buchsbaum, EVP - Business and Corporate Development • Drexel Burnham – Partner • Kidder Peabody – Partner • JW Genesis\First Union – Partner • Emerald Capital Partners - Partner Kevin Lockwood, VP Sales and Business Development • Former EVP of Cylex Systems • National Sales Manager for Acer America • Managed launch of Fujitsu PC in the US

11. Management Introductions Con’tClick on name to see resume Jack P. Scanlan, VP Advertising and Publicity • Columbia Pictures - The Burbank Studios Publicity/Promotion Manager • 21ST Century Films – Vice President: Advertising, Publicity, Promotion • Cannon Films – National Promotion Director Eliot Bernstein,Founder and Vice Chairman • I-View-It Technologies – Founder • President & CEO – SB Lexington Inc.

12. Company Milestones

13. Company Milestones Continued

14. Intellectual Property Portfolio

15. Utilize nationally recognized IP & Licensing counsel to ensure maximum protection Irell & Manella LLP Blakely, Sokoloff, Taylor & Zafman Armstrong Hirsch Jackoway Tyerman & Wertheimer Establish market precedence through licensing Strong R&D effort to develop new applications Acquire similar IP to enhance patent portfolio Intellectual Property Strategy

16. Markets for Imaging Intellectual Property

17. Markets for Video Intellectual Property

18. I-View-It’s Imaging Process Mathematical Scaling Formula For Encoding & Viewing Images with Super Smooth Zoom & Pan Capabilities For 3,000 years man has sized art to fit the frame. Sounds logical? For 30+ years screen images have been sized to fit the frame they were presented in. When zoomed on they became “pixilated”. Three years ago it was discovered that images for screens should be tremendously larger than the picture frame, that’s if you want to create a “zoom factor”. Three years later and the world is changing! Goodbye pixelization.

19. Prior Zoom Imaging Demonstration

20. I-View-It Imaging Process Demonstration

21. I-View-It Video Process Industry practice had been limited to 160 x 120 and 240 x 180 frame size in order to achieve acceptable video quality. I-View-It developed a process through which it has greatly expanded the industry standard for video quality. This process: • is based upon a consistently applied frame size, for example 320 x 240 throughout the digitizing and encoding processes and • delivers to the encoding step a pre-processed file which increases the efficiency of the encoding step by maintaining the integrity of all source parameters. • playback of the scaled video to full-screen As a result of this process, I-View-It is able to deliver consistently superior video product in full-screen. I-View-It is continuing to develop pre-processing techniques that will further enhance video quality.

22. Video Encoding Prior to the I-View-It Video Process Source = ??????

23. Video Encoding Prior to the I-View-It Video Process Will Pentium III Live Up to its Hype Intel gives a sneak preview of the features in its Pentium III processor The holy grail of multimedia? by: Tom Steinert-Threlkeld - Inter@ctive Week Online from February 1999 The Pentium III processor promises the ability of providing the holy grail of multimedia on the Net: The ability to display on a full computer screen -- the "wished for 30 frames a second," as In-Stat analyst Max Baron puts it, that provides the fluidity and crispness of conventional motion pictures. “But that is only if Internet users have high-speed connections that transfer 1.5 million bits of data or more, Intel engineers say. To the average PC user, a high-speed connection to the Web is still 56 thousand bits a second or less. At those rates, Web pages will feature more and better stock tickers…”

24. Prior Industry Specifications

25. Prior Video Process Demonstration

26. I-View-It’s Video Process Demonstration

27. Impact of Encode Frame Size on Full Screen Viewing Quality Based on studies performed by Dr. Christopher Taylor of the Milwaukee School of Engineering

28. Impact of Encode Frame Size on 360 x 240 Viewing Window Quality Based on studies performed by Dr. Christopher Taylor of the Milwaukee School of Engineering

29. Business Strategy • Become a leading licensor of the technologies • Partner with selected customers and technology leaders • Build recurring licensing and service revenues • Provide superior products through R&D innovations • Expand IP base through R&D and/or acquisitions • Bring on strategic industry investors

30. Customers & Prospects in Target MarketsVideo *Customers in Bold

31. Customers & Prospects in Target MarketsImaging *Customers in Bold

32. Marketing Strategy • Target high profile content owners and distributors • Co-brand with Industry Leaders • National print media campaign targeting corporate decision-makers • National B2B public relations campaign • Target market trade show presence

33. BlueZone Open Graphics Medical OnLine Atlas EntertainmentBrings I-View-It high profile branding; video-on-demand, and pay-for-view Internet broadcast opportunities with the likes of Alanis Morissette, Ellen DeGeneres, etc. Versifi/REEFThe two parties have a co-marketing, license, and production relationship as well as inclusion of I-View-Its imaging processes and software with the Versifi content management software for resale within the IBM e-commerce tool suite. Versifi Inc. specializes in building easy-to-use, enterprise Java applications to enable the creation, delivery and management of dynamic Web content. Versifi's Dynamic Information Delivery (D.I.D.) system provides the underlying architecture for deploying high-change, content-rich intranet, Web and e-commerce sites without the associated costs of limiting scripting technologies. Strategic Partners

34. 3Q 2001 3Q - 4Q 2001 1Q - 2002 Secure growth capital Hire CEO Hire SVP of Sales/Marketing Hire CTO and CFO Close Technology Licenses in Target Markets Launch branding campaign Introduce technology enhancements Target Milestones

35. Maurice Buchsbaum CEO of Emerald Capital Partners Drexel Burnham Kidder Peabody JW Genesis Simon Bernstein(Chairman Emeritus) President, S.T.P. Enterprises President, S.B. Lexington Eliot Bernstein I-View-It Founder & Vice Chairman Gerald Lewin CPA - Senior Partner of Goldstein Lewin & Co. Donald Kane Prior Managing Director at Goldman Sachs President of GDI, holding company of 4 B2B companies Vice Chairman of Sagence Systems Director of Versifi and Ergo Systems Kellogg Graduate School of Mgmt. Bruce T. Prolow Tiedemann Investment Group Ken Anderson MyCFO Prior Partner, Arthur Andersen Private Client Services Director of Schaeffer Autosimulation Board of Directors

36. Alan Epstein Partner - Armstrong Hirsch Jackoway Tyerman & Wertheimer George deBidart President & CEO - TSI Motorsports Marketing President & CEO - The Source, Inc. Stephen Verona – TBD David J. Colter Warner Bros. VP Advanced Technology Advisory Board

37. Capitalization Table

38. Capitalization Table Continued

39. Capitalization Table Continued

40. Capitalization Table Continued

41. Financing History

42. Use of Proceeds *Assumes a 12-16 month period

43. Video & Imaging Showcase

44. The Sights and Sounds of the Internet

45. Income Statement (ending Dec. 31)

46. 2001 Video Revenues

47. 2001 Imaging Revenues

48. Imaging Revenues by Quarter

49. Video Revenues by Quarter

50. Revenues by Quarter