This document is solely for the use of NetLogistik.

No part of it may be circulated, quoted, or reproduced for distribution without prior written approval from NetLogistiK.

Este plan de negocios fue donado por NetLogistik a Endeavor Mxico

CONFIDENTIAL

Business Plan- Draft

May 28, 2000

This report is confidential. No part of it may be circulated, quoted, or reproduced for distribution without prior written approval from Emerald Internet Ventures.

Confidential - Emerald Internet Ventures

CONTENT

Executive Summary 1. Industry overview Business concept NETLogistiK product offering Competitive landscape Financials Implementation

Appendix

Confidential - Emerald Internet Ventures

EXECUTIVE SUMMARY

What is the Business Concept?

NETLogistiK is an electronic logistics marketplace NETLogistiK will develop an Internet based B2B logistics marketplace in Latin America with the objective of allowing shippers t o manage and contract their freight transportation needs more efficiently. NETLogistiK will focus on the medium/large cargo market. The line of service will range from single to multiple truckload shipments.

What is the opportunity?

The market is attractive large, fragmented and inefficient The Latin American for-hire transportation market is calculated at $50-60 billion NETLogistiK will originally focus on trucking, which represents around 80% of the market Preliminary estimates show that NETLogistiK could generate revenues in the range of $250 million by 2003/4 The industry is highly fragmented. Top 10 players have less than 2% market share Shippers have to rely on several carriers to fulfill their shipping needs. The average medium/large-size company in Latin America interacts with over 15 carriers Currently there is no efficient way to contract and compare shipping services The marketplace solution is attractive to both shippers and carriers Shippers will benefit in terms of transportation cost and service by extending the choice of carriers and reducing purchasing costs Carriers will benefit from expanding their customer reach and the opportunity to optimize back haul loads (return trip) The development of e-commerce will fuel the size of the market further The surge of electronic commerce will add to the number of shipments by promoting trade across geographies Additionally, the frequency of shipments will increase as a result of more coordination and communication across companies.

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EXECUTIVE SUMMARY (Cont.)

How will NETLogistiK business model work?

Main revenue will come as a percentage of transactions NETLogistiK will derive most of its revenues from transaction commissions (e.g., 2.5 -3.5%1) and cargo insurance referral. Additionally, it will generate reven ues from other products/services such as customs advisory, warehousing and cargo management, and clearing services Once NETLogistiK captures a critical mass of trucks in the system, it will offer a vertical market of spare-parts for trucks (e.g. tire s and purchasing aggregation servicesfor gas and lubricants High-margin business This web-enabled intermediary model will benefit from lowcapital intensity andhigh operational leverage . Resulting in high operating margins (50%) similar to those of other virtual marketplaces (e.g. Ebay, CommerceOne, etc ) Success will be based on early alliances and partnerships with key players To begin operations NETLogistiK will develop alliances and partnerships with key forwarders, carriers and shippers using stock options Shipper acquisition will be through joint marketing agreements with B2B verticals and through targeted sales efforts focused o leading brick and mortar companies. Operations will focus on main Latin America n markets Operations would first star t in Mexico, Argentina and Brazil , to then expand to other attractive markets We expect to achieve economies of scale by sharing the technology across several markets

Is this a proven model?

Similar models are working in the U.S - Latin America is still up for grabs! Similar business models are already working in the U.S (e.g., CarrierPoint, Celarix, NTE,). Investors seem to have great confidence in this business model. US players have received over $50 million in funding. Successful IPOs may follow. The European market has seen some sites coming to market. However, it is behind the U.S. and still in a very early stage. Latin America is largely untapped. There is no competitor that has entered this region capable of rationalizing the transportatio market yet.

1 in line with industry standards(e.g., cargowerks charges 2.5%, carrierpoint charges4.0%, and an average forwarder marginsis 12%)

Confidential - Emerald Internet Ventures

EXECUTIVE SUMMARY (Cont.)

Strengths of the management team

Diverse top notch management expertise (consulting, operations, -commerce) e Combination of local business management with US -work experience Contacts with local players and governmental authorities Network of professionals/MBAs throughout Latin America Access to US business networks (e.g., McKinsey, Morgan Stanley, CSFB, etc)

What have we done so far?

Strategic alliance with CarrierPoint Established alliance with leading US transportation marketplace. CarrierPoint will license its software solution and share its industry know-how. Both companies will work together to solve inefficiencies of shipments between Mexico and the US (largest trading bo in the world). This ev ent was reported in newswires and in the cover page of Wall Street Journal Americas. Partnerships with carriers Established partnerships/ initial participation agreement with key carriers in Mexico and Argentina. Partnerships with shippers Established initial participation agreement with shippers in Mexico and Argentina Launched main offices Established presence in Mexico, Buenos Aires and Sao Paulo. People Structured initial phase teams for Mexico and Argentina. In the process of recruiting more logistics/ transportation industry experts. In conversation with key people in Brazil. Advisory Board. In the process of structuring an advisory board with industry experts and influential business people e.g. ( CEOs of leading companies, Industry experts, e tc.)

Confidential - Emerald Internet Ventures

CONTENT

Executive Summary 1. Industry overview Business concept NETLogistiK product offering Competitive landscape Financials

Appendix

Confidential - Emerald Internet Ventures

ESTIMATE

WORLWIDE COMMERCIAL FREIGHT TRANSPORTATION REVENUES- BY SEGMENT $ Billions

Worldwide Transportation Revenues

Pipeline Air Rail
6% 4% 4%

Trucking revenue breakdown Percentage

100%

Movement of cargo within countries is dominated by trucking (77%) Within this mode large size shipments (LTL and TL) account for 87% of the revenue NETLogistiK will initially focus on these two segments

Ship

9%

Trucking

73%

77%

14% 13%

100%= $900 bn

Parcel/ Small packages

Less Than truckload (LTL)

Full Truckload (TL)

Total

Source:S&P, Journal of Commerce, McKinsey & Company, SCT, GEIPOT, US Department of Commerce

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ESTIMATE

WORLWIDE COMMERCIAL FREIGHT TRANSPORTATION REVENUES- BY REGION $ Billions

Latin America
55

US

Asia

240

350

The U.S. and European markets account for most of the transportation industry. However, the size of the market is so big that even Latin Americas 6% share represents a very attractive market ($55 billion)

255

Europe 100%= $900 bn*

*Standard & Poors. Does not include shipping across regions Source:S&P, Journal of Commerce, McKinsey & Company, SCT, GEIPOT, US Department of Commerce Source:

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WHAT IS THE OPPORTUNITY IN LATIN AMERICA? Industry revenues $ Billions

100 70 55 26 12
U.S. prescription drugs U.S. Alcoholic Beverages Latin American Transportation market* U.S. books U.S. electronics and the purchasing process is very inefficient. No price transparency Average medium/large-size company in Latin America interacts with over 15 carriers by channels such as phone and fax There is no efficient way to contract and compare shipping services the industry is highly fragmented,... Top 10 players have less than 2 % of market share Shippers have to rely on several carriers to fulfill their shipping needs Its a large market, Latin America spends 3-4% of its GDP in cargo transportation* This $55 billion market represents a very attractive opportunity, even relative to many other industries in the US

* Includes commercial transportation in all modes; does not include inter-regional transportation Source: Standard & Poors; Med Ad News; Goldman Sachs; IMT; SCT; IBGE; GEIPOT

Confidential - Emerald Internet Ventures

ESTIMATE

LATIN AMERICAN COMMERCIAL FREIGHT TRANSPORTATION REVENUES $ Billions; 1999

50-60 8-10 10-11

The largest Latin American transportation markets are Brazil, Mexico, and Argentina Freight transportation represents a centerpiece of these countries economic output (3-4% of GDP) Additional transparency and reduction of inefficiencies may have a dramatic impact on these countries productivity Therefore, support from local governments is expected

14-19

18-20

Brazil

Mexico

Argentina

Others*

Total

* Venezuela, Chile, Colombia Source: Goldman Sachs, IMT,SCI, GEIPOT, Subsecretaria de Programacion Economica (Argentina)

Confidential - Emerald Internet Ventures

NUMBER OFCOMMERCIAL TRUCKS* FOR THE MAIN LATIN AMERICAN MARKETS

ESTIMATE

Number of trucks
700,000

The market is highly fragmented. Top10 carriers own less than 2%of the trucks
350,000 300,000 200,000

This environment provides an ideal opportunity for a solution like NETlogistik, which improves information and provides liquidity to the system The number of trucks in the system was used to build a bottom-up revenue model (see financials)

Brazil % of the trucks owned by top 10 carriers < 2.0%

Mexico 1.5%

Argentina 1.6%

Other TBD

Over time NETLogistiK expects to have at least 5% of the trucks registered and operating in its electronic marketplace

Source: Instituto Mexicano de Transporte, Comision Nacional del transporte terrestre (Argentina), GEIPOT(Brazil), Interviews

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CONTENT

Executive Summary 1. Industry overview Business concept NETLogistiK product offering Competitive landscape Financials

Appendix

11

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BUSINESS CONCEPT

Shippers/ Senders

Carriers/ Transportation Companies

B2B Logistics Marketplace NETLogistiK will develop a Latin Americas Internet B2B marketplace that will allow shippers to compare shipping options and contract transportation services online

Manufacturing companies

Medium/Large Cargo Market The line of service will range from single to multiple truckload shipments Services/Products Spot contracts marketplace Excess capacity auctions Multiple/ complex shipment negotiation tools Cargo insurance Customs and tax advisory Warehousing and cargo management Infrastructure hosting Clearing and payment options Others (vertical market of spare parts)

Warehouses

NETLogistiK
Freight intermediaries and consolidators*

B2B Verticals

Latin American B2B Logistics Marketplace

* Forwarders, Third Party Logistics (3PL), Others

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INTERNET WILL CHANGE THE BUSINESS DYNAMICS

Today

Future

Forwarders

Warehouses

Forwarders

Warehouses

Shippers

B2B Verticals

Carriers

Shippers

B2B Verticals

Carriers

From... Many layers of intermediaries Manual/ time-consuming purchasing process Lack of price transparency Sub-optimal truck utilization (e.g., trucks return empty from destination)

To... One-stop-shop option Simpler /automated purchasing process Liquidity reduces prices and costs Wide access to network of shippers/carriers

13

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BENEFITS FOR SHIPPERS AND CARRIERS WILL DRIVE MODEL ADOPTION

Benefits For Shippers Access to a larger base of carriers Lower prices and more transparency Simplified purchasing process Access to standardized transaction information Access state-of-the-art technology For Carriers Improve truck capacity utilization (return trips) Access to a larger customer base Low-cost sales channel Simplified selling process Access to state-of-the-art technology

Forces against adoption From shippers Fear of changing current practices Fear of doing transactions over the internet Lack of internet access Although it might take some time, benefits will clearly outweigh the forces against adoption

From Carriers Fear of losing control Fear of competition Lack of trust in the system

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THIS BUSINESS MODEL IS ALREADY WORKING IN THE U.S. AND EUROPE

Players CarrierPoint*

Concept Dynamic marketplace for trucking services . It has a rating system that enables shippers and carriers to evaluate potential partners

Key partnerships IXL, UPS, Tiredex,com ChemConnect.com, etc

Funds raised $20+ million in second round

NTE

Real time exchange that focus on using transportation capacity efficiently. NTE acts as a broker , setting minimum prices

Ariba, HP, Resource Link, SAP, Manugistics

$50 million in fourth round

This is a proven business in the US and Europe Investors already bought-into the concept, investing over $50MM in some of these companies

Celarix

Web-based logistics solutions for shippers. It includes a real time neutral exchange

Retail.com, L.L. Bean, RossetaNet

$59 million

IPOs may follow, providing more publicity for the model

(GF-X)

Global Freight Exchange is an Internet-based market to buy and sell air cargo capacity

American Airlines, British Airways, DHL, Circle International, Panalpina

$45 million in first round

* Although it started in mid 1999, CarrierPoint seems to be the company that is developing at the fastest pace Source: Webpages, press clippings, interviews

15

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CONTENT

Executive Summary 1. Industry overview Business concept NETLogistiK product offering Competitive landscape Financials

Appendix

16

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NETLOGISTIK FUNCTIONALITY

Shipper
Post requirements
Origin/Destination Cargo specifications Dates Others Rates Routes Services

Carrier
Upload rates and availability

Select audience Receive list of quotes and select best option Negotiate and close transaction on-line

Preferred carriers Highly rated carriers

$
________ ________ ________ ________

Define price discrimination structure

________ ________ ________ ________

Receive notification of shipper's request for service Negotiate and close transaction on-line

NETLogistiK

Complete paperwork on-line

FORMS

FORMS

Complete paperwork on-line

Settle on-line

Electronic scheduling Intelligent search capabilities Neutral one-stop-shop Capacity, availability and pricing Data, information and news

Upload tracking status of shipments

Track shipment

Settle on-line

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PRODUCT OFFERING
Description Revenue Source 2.5-3.5% of transaction value

1. Spot contracts marketplace 2. Excess capacity auctions

One time contract for specific transportation needs. Shippers post their requirements and NETLogistiK will electronically channel the RFQ to selected carriers and/or match their requests with carrier s rates, schedules and availability information. Giving Allow carriers to auction their excess capacity in order to optimize truck utilization (return trips)

2.5-3.5% of transaction value

3. Intra-carrier exchange 4. Multiple or complex shipments negotiation tools 5. Cargo Insurance

Real-time marketplace for spot contracts between a pre-selected network of carriers. The users will be able to optimize their fleets and leverage their sales force

2.5-3.5% of transaction value

Longer term and/or special contracts that require price and conditions negotiation tools. Specially targeted to large shippers (e.g. Coca Cola, Xerox, etc)

2.5-3.5% of transaction value

Offer the possibility of buying cargo insurance online. This product can contribute substantially to revenues as insurance premiums are usually 1% of the cargo value and standard commissions for insurance brokers are 10-15% Offered through a referral network of experts that will have alliances with NETLogistiK. The company will charge a flat fee for each referral to its partners

15% of Insurance premium

6. Customs & tax advisory services 7. Warehousing and cargo management

T B D

Offered through a network that will operate similarly to the one for Customs and tax services.

15% of referral value

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CONTENT

Executive Summary 1. Industry overview Business concept NETLogistiK product offering Competitive landscape Financials

Appendix

19

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COMPETITIVE LANDSCAPE INTERNET PLAYERS

U.S. Europe Latin America

Multimodal

NETLogistiK Truck

The U.S. market is becoming highly competitive; there is no dominant player yet Europe is emerging Latin America is still largely untapped

Air/Ocean

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COMPETITIVE LANDSCAPE
USA Manugistics FreightGate From 2 C e l a r i x Trade Matrix FreightGate EUROPE LSXS NETLogistiK*** LATIN AMERICA

Multimodal

Truck

FreeCargo Truckstop Transplace

OpenShip BidFreight

CarrierPoint NTE

EuroTrans FreeCargo

BidFreight NETLogistiK

Ocean or r A i

Freightonline CargoNet PriceContainer Oceanwide CargoWerks **

Ctransport GoCargo eraterequest GF-X**

Low High Level of Development (*)

Low High Level of Development (*)

Low High Level of Development (*)

Although the competitive landscape is very populated, there are not many players that provide full service and end-to-end transaction solution We believe that the industry leaders at this point are: Celarix, CarrierPoint, NTE andGo Cargo, in their respective segments

The European market has seen some sites coming to the market However, it is behind the U.S. and still in a very early development stage No player has taken a dominant position in the market yet

Despite its attractiveness, the Latin American market is not competitive yet The opportunity is open to the first player that can offer a robust solution

* Low level of Development: Info Aggregators, Searchable bulletin boards. Limited amount of value added services. High Level of Development: Dynamic, deep exchange .Value added services. High transaction capabilities ** Air *** Future Development Source: WebPages, NETLogistiK team analysis

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Low Medium High

COMPETITIVE LANDSCAPE SUMMARY TABLE*

Current Player Celarix.com Tradematrix.com Manugistics.com from 2 lsxs.com Freightgate.com CarrierPoint.com N T E OpenShip.com BidFreight.com FreeCargo.com Truckstop.com Eurotrans.com NetEnvios.com Transplace.com GoCargo.com Eraterequest.com Freight-on-line.com Cargonet.com Pricecontainer.com Oceanwide.com etransport.com Cargowerks.com Global Freight Exchange Comment A more robust service; includes more than one mode; plus other logistic management software tools Part of a family of other web-enabled B2B services; sourcing, procurement, etc. Not an exchange; provides logistics and supply chain mgmt. applications Shipping solutions for online purchasing. Proprietary tax and customs calculators Basically a searchable database, with customizable pages and automatic messaging Tracking, news, and some useful tools A robust dynamic matching and pricing marketplace; has payment processing and on-line insurance Focused on carriers; freight posted has a minimum price; robust tracking and payment processing services A pure auction service for truck space; offers some tracking capabilities A pure auction service for truck space; offers some tracking capabilities Searchable database for available equipment and loads A load and truck availability posting service Searchable database by routes; for truckers; not many other services A website that focus on providing services for small package/parcel shipments in Latin America. Not Cargo A web-based supermarket for the transportation industry created by incumbents A pure auction service for container shipping space Carriers bid on shippers postings; limited to ocean shipping On-line quotation system Marine towing industry; a database to advertise shipping needs and space/equipment availability Acts as intermediary; only ocean containers Offers information services; quotes, schedules; facilitates document exchange Exchange and tools for negotiating contracts and checking rates; software solutions for industrial transportation industry RFQ service; arrangement all made outside the exchange Focused on transactional issues; for air carriers and forwarders Focus U S U S U S U S E U R E U U R S / U S U S U S E U U R S / E U U R S / U S E U R LAT U S U S U S E U R U S U S U S U S U S E U U R S / Range of services Transaction capability Service focus Multimodal Multimodal Multimodal Multimodal Multimodal Multimodal Truck Truck Truck Truck Truck Truck Truck Truck Truck Ocean Ocean Ocean Ocean Ocean Ocean Ocean Air Air

* Note: This page contains information that may become outdated shortly due to the speed at which these companies are evolving. Source: WebPages, NETLogistiK team analysis

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CONTENT

Executive Summary 1. Industry overview Business concept NETLogistiK product offering Competitive landscape Financials

Appendix

23

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KEY STATISTICS

Latin America MEXICO

GDP*: $475bn GDP Per capita $4826 Transport. Rev: $14-19bn

VENEZUELA
GDP*: $104bn GDP Per capita $4394 Transport. Rev: TBD

COLOMBIA
GDP*: $92bn GDP Per capita $2438 Transport. Rev: TBD

BRAZIL
GDP*: $509bn** GDP Per capita $3105 Transport. Rev: $18-20bn

CHILE
GDP*: $69bn GDP Per capita $4587 Transport. Rev: TBD

ARGENTINA
GDP*: $287bn GDP Per capita $7947 Transport, Rev. $10-11 bn

* 1999 US$ Nominal GDP ** Brazil 1999 GDP value in US$ is smaller than the 1997 figures due to the recent currency devaluation Source: Goldman Sachs, Team Analysis

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PRELIMINARY ESTIMATES SHOW THAT NETLOGISTIK HAS A HIGH REVENUE POTENTIAL

PRELIMINARY

Revenue Potential $ Millions

400

Preliminary estimates show that NETLogistiK could generate between $150-$400 million in revenue after 3 years of operations (see details in following pages) These revenue numbers do not include other potential revenue sources (option value) that could become available once NETLogistiK captures a significant number of players on its network (Net effect). These additional revenue sources could come from: _Vertical market for truck-related products _Partnerships with automotive/truck producers to provide fleet renovation plans _Purchasing aggregation services for small carriers to buy products such as combustible and lubricants _Extension of services to a multimodal solution (rail, ocean, air)

250

150

Low-end Scenario Penetration 3%

Base Case

Upper-end Scenario Penetration 8%

Penetration 5%

Source: NETLogistik Team Analysis

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POTENTIAL REVENUE TREE- ALL COUNTRIES $ Millions

Amount charged per trip by the carrier ($) Value of transactions per truck.year ($) * 65,000 # Trips per year*** Value of transactions Processed ($Millions) Revenue from commissions ($Millions) 156 Commissions % 3% 5,200 # trucks in the market # of trucks captured by NETLogistiK's system 80,000 Penetration 5% # of trucks captured by NETLogistiK's system 80,000 No. of Transactions per year Total Revenue ($ Millions) 253 # of transactions insured on-line Revenue from 2,400,000 insurance referral ($Millions) 34 Referral fee $ per transaction** 14 TOTAL REVENUE SENSITIVITY MATRIX $ Millions # of trucks captured by NETLogistiK's system 253 Other Revenues ($Millions) 63 25% of Total Revenue Warehousing services Custom Services Infrastructure services, others Value of Transactions per truck ($)* 45,000 55,000 65,000 75,000 85,000 3.0% 48,000 113 132 152 171 190 4.0% 64,000 151 177 202 228 253 5.0% 80,000 189 221 253 285 317 6.0% 96,000 227 265 303 342 380 8.0% <-- Penetration 128,000 302 353 404 456 507 16,000,000 # of Trips per year 200 % insured online 15% 1,600,000 T R A N S P O R T A T I O N I N D U S T R Y D A T A Country Brazil Mexico Argentina Other Total # trucks by market 700,000 350,000 300,000 250,000 1,600,000 200 325

This bottom-up model illustrates the revenue potential after 3-4 years of operations. (for detail on how revenues drivers are expected to evolve over time see financial statements pages)

* Revenue generated by the carrier per truck. Consistent with range obtained during interviews with carriers ($65,000-100,000) ** Assuming that referral fee is 10% of the insurance premium. Insurance premium ($140) = Value of cargo ($14,000)*Insurance rate (1%) *** We assumed that after 3-4 years NETLogistiK is able to capture 200 of the 250 trips that a truck makes per year Source: Economy Ministry, Interviews, NETLogistiK Team Analysis.

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PRELIMINARY REVENUE FORECAST- BY REGION $ Millions; No. of Trucks

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ESTIMATE
R E V E N U E -A R G E N T I N A T R U C K S C A P T U R E D A R G E N T I N A

4 7 . 2 3 3 . 0 0 0 6 0 0 . 0 0 0 2 2 2 . 1 0 0 2 0 1 0 . 0 3 2 0 0 2 3 0 0 2 4 0 0 2 0 0 0 2 1 0 0 2 2 0 0 2 3 0 0 2 0 0 0 3 0 0 5 0 1

0 0 0 5 1

4 0 0 2

REVENUE-BRAZIL
6 . 0 1 4 7 7 .

T R U C K S C A P T U R E D B R A Z I L
0 0 0 5 3

0 0 5 4 2

0 0 0 4 1

Total Revenues
8 . 5 2 0 1 . 0 . 3 7 1 0 0 0 2 5 2 . 1 0 0 2

4 2 3 . 0 7 2 0 0 2 3 0 0 2 4 0 0 2 0 0 0 2

0 0 0 7

1 0 0 2

2 0 0 2

3 0 0 2

4 0 0 2

4 9 . 0 1 . 0 0 0 2 2 1 0 . 1 0 0 2 2 0 0 2 3 0 0 2 4 0 0 2

R E V E N U E -M E X I C 0

T R U C K S C A P T U R E D M E X C IO

3 5 5 . 7 3 8 . 0 0 0 7 7 1 1 . 0 0 . 0 0 0 2 2 6 . 1 0 0 2 2 0 0 2 3 0 0 2 4 0 0 2 0 5 3 0 0 0 2 1 0 0 2 2 0 0 2 3 0 0 2 0 0 5 3 0 5 2 2 1

0 0 5 7 1

4 0 0 2

R E V E N U E -O T H E R

T R U C K S C A P T U R E D O T H E R

0 0 5 2 1 5 3 9 . 7 2 3 . 0 0 . 0 0 0 2 0 2 . 1 0 0 2 4 2 . 2 0 0 2 3 0 0 2 4 0 0 2 0 0 0 2 0 0 5 2 1 0 0 2 0 0 5 2 0 0 5 7

2 0 0 2

3 0 0 2

4 0 0 2

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FINANCIAL STATEMENTS Units; Percentages

OPERATING RATIOS & FORECAST ASSUMPTIONS
2000 Transaction Revenue Assumptions No of trucks in the market ( assumed fix for simplicity at this point of the analysis) Argentina Brazil Mexico Others Total Penetration Argentina Brazil Mexico Others No of trucks captured by NETlogistiK's system Argentina Brazil Mexico Others Total No of transactions per year per truck Average value of a transaction ($) Commission % charged by NETlogistiK Insurance Revenue Assumptions %transactions processed that are insured online Insurance referral fee ($) Other Revenue Assumptions Other revenues (*) as % of total revenues Other Operating Assumptions Operating Costs (w/o depreciation) Depreciation Other Assumptions FCF perpetuity growth % 6% % Rev. Years n.a. 5 -150.0% 5 90.0% 5 60.0% 5 50.0% 5 5% 14 5% 10% 14 10% 15% 14 15% 15% 14 25% 15% 14 25% 300 700 350 1,350 10 325 3% 3,000 7,000 3,500 250 13,750 60 325 3% 6,000 14,000 7,000 2,500 29,500 120 325 3% 10,500 24,500 12,250 7,500 54,750 200 325 3% 15,000 35,000 17,500 12,500 80,000 200 325 3% 0.1% 0.1% 0.1% 1.0% 1.0% 1.0% 0.1% 2.0% 2.0% 2.0% 1.0% 3.5% 3.5% 3.5% 3.0% 5.0% 5.0% 5.0% 5.0% 300,000 700,000 350,000 250,000 1,600,000 300,000 700,000 350,000 250,000 1,600,000 300,000 700,000 350,000 250,000 1,600,000 300,000 700,000 350,000 250,000 1,600,000 300,000 700,000 350,000 250,000 1,600,000 2001 2002 2003 2004

This page shows a conservative scenario where the maximum penetration is 5%, and the number of transactions per truck per year, do not reach their maximum until year 2003 For illustrative purposes we assumed that over time (after major customer acquisition expenses flattens) operating margins increase until they reach a 50% level. Similar to that forecasted by analyst for other virtual marketplaces (Ebay, CommerceOne, etc)

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NETLOGISTIK EXPECTS TO HAVE HIGH LONG-TERM OPERATING MARGINS SIMILAR TO THOSE OF OTHER VIRTUAL MARKETPLACES
Percent

40%-50% 35%-45%

45%-50%
NETLogistiK web-enabled intermediary model will benefit from low capital intensity and high operational leverage. Resulting in high operating margins similar to that of other virtual marketplaces,

Ebay*

CommerceOne**

I2 Technologies

*Projected operating margins for stable stage (where customer acquisition cost flattens) ** Based on analyst reports (Morgan Stanley Dean Witter,BancBoston) *** Operating margins excluding software margins Source: Analyst reports

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FINANCIAL STATEMENTS (CONT) $ Thousands

FINANCIAL STATEMENT FORECAST
2000 Revenue from transactions commissions($ 000's) Argentina Brazil Mexico Others Total Revenue from insurance referal Argentina Brazil Mexico Others Total Other Revenues Argentina Brazil Mexico Others Total Total Revenues Argentina Brazil Mexico Others Total Revenues Operating Costs (w/o depreciation) Depreciation Operating profit Interest expense Other income/expense Income Before Taxes Taxes Net Income % of Sales Add back: Depreciation Capital Expenditures Add back: Interests * (1-tax) Change in WC Terminal value Free Cash Flow (2,187) (7,666) 1,018 45,454 81,227 -36 444 1,565 4,946 3,192 717,502 717,502 (1,652) 0 (1,652) -1112.1% 0 -500 (5,210) 0 (5,210) -51.0% 100 -3,000 4,235 (1,482) 2,753 5.6% 700 -4,000 67,704 (23,696) 44,008 25.4% 1,500 -5,000 123,900 (43,365) 80,535 31.9% 2,500 -5,000 29 68 34 0 132 2 5 2 0 9 2 4 2 0 7 33 77 39 0 149 (1,800) 0 (1,652) 1,755 4,095 2,048 146 8,044 252 588 294 21 1,155 223 520 260 19 1,022 2,230 5,203 2,602 186 10,221 (15,331) (100) (5,210) 7,020 16,380 8,190 2,925 34,515 1,512 3,528 1,764 630 7,434 1,506 3,513 1,757 627 7,403 10,038 23,421 11,711 4,182 49,352 (44,417) (700) 4,235 20,475 47,775 23,888 14,625 106,763 4,410 10,290 5,145 3,150 22,995 8,295 19,355 9,678 5,925 43,253 33,180 77,420 38,710 23,700 173,010 (103,806) (1,500) 67,704 29,250 68,250 34,125 24,375 156,000 6,300 14,700 7,350 5,250 33,600 11,850 27,650 13,825 9,875 63,200 47,400 110,600 55,300 39,500 252,800 (126,400) (2,500) 123,900 2001 2002 2003 2004 TV

This page illustrates a scenario where the $250 million potential is captured by 2004 These revenue numbers do not include other potential revenue sources (option value) that could become available once NETLogistiK captures a significant number of players on its network (Net effect). These additional revenue sources could come from: _ Vertical market for truck-related products _ Partnerships with automotive/truck producers to provide fleet renovation plans _ Purchasing aggregation services for small carriers to buy products such as combustible and lubricants _ Extension of services to a multimodal solution (rail, ocean, air)

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CONTENT

Executive Summary 1. Industry overview Business concept NETLogistiK product offering Business development Competitive landscape Financials

Appendix

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TARGET MARKET- MEXICO

The Mexican commercial transportation industry amounted to US$13-14 billion in 19981. Truck transport dominates the movement of goods. Of all modes of transport, trucks captured over 80% of the value generated by the sector. The market was deregulated in the early 90s and remains highly fragmented. The capacity of the Mexican market is composed of 330,000 trucks. Of these, around 40,000 are owner-operated trucks and 290,000 are distributed among the close to 6,000 registered firms2. The top 50 carrier firms in Mexico amass a capacity of over 12,000 trucks, representing only 3.7% of the total. These are firms with at least 120 units each and an average of 250 units for the group. Because of this fragmentation, most medium to large firms deal with many carriers; 15-30 for the largest firms3. Purchasing of local logistic and transportation is very inefficient, as shippers have to contact carriers individually, usually by phone. Large logistics intermediaries (e.g. CH Robinson, Danzas) have limited penetration and have focused on international movement of goods and not local distribution. NetLogistiK estimates that in the Mexican market alone it can attain a capacity of close to 17,500 trucks participating in the exchange. This implies getting 10-15 of the top 50 carrier firms to participate and 300 medium sized firms out of the universe of 6,000 that exist today.

1/ Source: Instituto Mexicano del Transporte 2/ Source: Transportation Technical Services, SCT 3/ Source: McKinsey & Co.

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Confidential - Emerald Internet Ventures

POTENTIAL REVENUE TREE - MEXICO $ Millions

Amount charged per trip by the carrier ($) Value of transactions per truck.year ($) * 65,000 # Trips per year*** Value of transactions Processed ($Millions) Revenue from commissions ($Millions) 34 Commissions % 3% 1,138 # trucks in the market # of trucks captured by NETLogistiK's system 17,500 Penetration 5% # of trucks captured by NETLogistiK's system 17,500 No. of Transactions per year Total Revenue ($ Millions) 55 Revenue from insurance referral ($Millions) 7 Referral fee $ per transaction** 14 TOTAL REVENUE SENSITIVITY MATRIX $ Millions # of trucks captured by NETLogistiK's system 55 Other Revenues ($Millions) 14 25% of Total Revenue Warehousing services Custom Services Infrastructure services, others Value of Transactions per truck ($)* 45,000 55,000 65,000 75,000 85,000 3.0% 10,500 25 29 33 37 42 4.0% 14,000 33 39 44 50 55 5.0% 17,500 41 48 55 62 69 6.0% 21,000 50 58 66 75 83 8.0% <-- Penetration 28,000 66 77 88 100 111 # of transactions insured on-line 525,000 % insured online 15% 3,500,000 # of Trips per year 200 350,000 200 325

This bottom-up model illustrates the revenue potential after 3-4 years of operations. (for detail on how revenues drivers are expected to evolve over time see financial statements pages)

* Revenue generated by the carrier per truck. Consistent with range obtained during interviews with carriers ($65,000-100,000) ** Assuming that referral fee is 10% of the insurance premium. Insurance premium ($140) = Value of cargo ($14,000)*Insurance rate (1%) *** We assumed that after 3-4 years NETLogistiK is able to capture 200 of the 250 trips that a truck makes per year Source: Economy Ministry, Interviews, NETLogistiK Team Analysis.

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LARGEST CARRIERS- MEXICO

Capacity
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50

Carrier Transportadora Nacional Transportes Julian de Obregon Auto Lineas Regiomontanas Transportes Castores de Baja California Transportes Cuahutemoc MYM Autotransportes de Carga Tres Guerras Transportistas Unidos Mexicanos Autolineas Mexicanas Compania Fletera del Caribe Fletes Mexico Chihuahua Express Tres Fronteras Trans. Esp. Antonio de la Torre e Hijos Express Sinaloa Division Ensenada Transportes de Nuevo Laredo Bravo Logistics Transportes COR Autolineas America Express Anahuac Nafta Express Transportadora Hercel Transportadora Egoba Cia de Transportes de Mar de Cortes Fletes Sotelo Transportes Aguila de Cd Juarez Auto Express Perla Transportes Quintanilla Servicio de Transportes Jaguar Comercial Intern de Transportes y Carga Express Santa Fe Fletes Maya del Sureste Jose Antonio de Luna Diaz de Leon Transportes Sotres Autotransportes de Carga Fremo Transervicios Central de Fletes Monterrey Transportes Monterrey Transportes Pitic Ryder Capital Transportes Gonzalez Integradora de Transportes Golfo Istmo Transportes Unidos Tampiquenos Fletes Pegaso Transportes del Golfo y Noreste Auto Express Mercurio Servi Transporte Viga Aguilas de Occidente Transportes Mon-Ro Transportes El Ola Auto Fletes Regionales

Tractors 530 250 450 450 450 0 400 348 156 250 300 285 290 130 275 267 176 250 250 250 250 240 205 200 175 204 200 200 200 200 100 100 80 80 186 192 130 160 150 150 150 150 150 133 132 130 100 125 125 120

Trucks 270 300 30 15 0 450 20 69 200 75 20 6 0 148 0 0 80 0 0 0 0 0 8 12 36 0 0 0 0 0 100 100 120 120 10 0 60 22 20 15 0 0 0 0 0 0 30 0 0 0

Tractors+Trucks 800 550 480 465 450 450 420 417 356 325 320 291 290 278 275 267 256 250 250 250 250 240 213 212 211 204 200 200 200 200 200 200 200 200 196 192 190 182 170 165 150 150 150 133 132 130 130 125 125 120

Trailers 530 250 550 450 550 0 400 420 240 150 600 545 396 200 549 500 445 800 450 300 200 320 0 1,200 120 296 514 400 200 200 100 100 100 80 450 345 80 315 300 380 150 150 141 178 157 175 100 450 170 150

NetLogistiK will initially target larger carrier firms to provide the exchange with greater liquidity To acquire some of these initial key carriers NetLogistiK will: Offer preferential treatment (e.g. sorting priority) Offer stock options for early enrolment (as UOL did) Offer option to purchase stock in first round of financing Capture large shippers (e.g. Xerox, CocaCola, etc) as an incentive to bring large carriers Use non-cash incentives such as advertising Medium size-carrier firms are expected to be attracted through participating shippers (i.e. shippers will promote the use of NetLogistiK with their traditional carrier firms).

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