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The following is an excerpt from a SB-2/A SEC Filing, filed by SONICSAVE COM CORP on 12/28/2000.
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SonicSave.com, is a unique, business-to-consumer and business-to-business, Internet discount buyers' club. We are currently in the formative stages of introducing to the web a simplified yet sophisticated business strategy which incorporates a combination of on-line, database and transaction management technologies. Our proprietary purchasing model, patent pending, will permit participating merchants to offer discounted products and services directly to a targeted market consisting of our retail consumer members as well as corporate account members. We began to accept free members in October 2000 and as of November 30, 2000 we had 800,000 free members and six participating merchants. We also had affiliate relationships with 19 online merchants. To date we have had no revenues from our operations. There can be no assurance that the number of members and merchants will continue to increase or will not decrease.

We have established a one-stop Internet shopping location that we believe will function in an efficient, secure and user-friendly fashion by eliminating many of the intermediary middlemen normally involved in the chain of distribution of consumer goods and services. As a result we can offer a wide range of discounted goods and services to our members while creating a dynamic, business-to-business networking center for our participating merchants. We believe our program will also increase our participating merchants' sales potential via access to our on-line audience of consumers.

To our knowledge, this innovative business approach to on-line selling is unique to the Internet environment.

Industry Background.

Growth of the Internet. The Internet has emerged as a global medium, enabling millions of people worldwide to share information, communicate and conduct business electronically. International Data Corporation estimated that the number of Web users would grow from approximately 150 million worldwide in 1998 to approximately 500 million worldwide by the end of 2003.

The growing adoption of the Web represents an enormous opportunity for businesses to conduct commerce over the Internet. International Data Corporation estimated that commerce over the Internet would increase from approximately $40 billion worldwide in 1998 to approximately $900 billion worldwide in 2003.

The Direct Marketing Opportunity of the Internet. The same advantages that facilitate the growth of electronic commerce make the Internet a compelling medium for direct marketing campaigns. Direct marketing over the Internet uses e-mail to reach potential buyers, potentially offering them a significantly broader selection of products and services than is available locally. Internet-based direct marketing also allows marketers to rapidly collect meaningful demographic information and feedback from consumers and to use this information to tailor new messages quickly.

The Frugal Shopper Opportunity. SonicSave.com's business model focuses on the Internet population referred to as "Bargainers" in the Media Metrix/McKinsey April 2000


survey titled: All Visitors Are Not Created Equal." This survey of 50,000 Internet users pegs 8% of the on-line population as belonging to this segment. These individuals identify with being "frugal" and generally spend less time on-line. Those who fall within the "frugal" category will be the primary target of a controlled launch for SonicSave.com's Internet discount buying club.

SonicSave.com will seek to extend the capabilities of "bricks and mortar" and on-line merchants in promoting purchase behavior over the Internet. In a recent survey conducted by Bain & Company for Mainspring Communications, researchers concluded: "on-line merchants must strive to gain customer loyalty if they are to become profitable." In a survey by Infoquest, it was found that of those shopping on the Web, "only 25% actually purchase products or services." Current shopping behaviors indicate that the loyalty is very much a function of trust -- that the price is right, that the transaction is secure, the merchant will stand behind the product and the customer has the opportunity to inspect the merchandise.

SonicSave.com will seek to create an e-commerce environment that blends the benefits of on-line shopping with the confidence that comes from purchasing at the store while enjoying the benefits of a buyers' club discount. SonicSave.com will offer shoppers much of what is missing from the on-line purchase experience -- the satisfaction of bringing the bargain home, with the potential of customer loyalty.

The statistical data concerning the Internet is taken or derived from information published by the sources listed above. Although we believe that the data that is included in the Industry Background section of this prospectus is generally representative of the matters reflected therein, the data may be imprecise and investors are cautioned not to place undue reliance on it.


Our strategy is to develop an Internet-based discount buyers' club destination site that will permit consumers to have access to discounted goods and services from multiple merchants on a regular basis. The following are key elements of our strategy:

o create and implement a state-of-the-art Website through our contract with Cue Data Services and through use of our proprietary technology;

o create brand name recognition and sign up a large membership base on the Website, through our targeted direct marketing and Web advertising efforts and through a series of promotional give-away contests for our shares of common stock;

o differentiate ourselves from other Internet based buying services by providing on-line and on-site purchase options through the use of smart-card technology;

o enter into agreements with a large number of participating merchants in a broad range of product and service categories;

o enter into advertising arrangements with different businesses and companies that are interested in advertising on our Website, based on the number of members and merchants;

o continually upgrade our Website to add vendors and services to visitors and members; and


o introduce premium services such as SonicVIP.com

To our knowledge, our business model establishes a discount Internet buyer's club that has no duplicate. However, in the future, modifications to our business model may be required . A possibility also exists that a market for our services will never develop. If a market fails to develop or develops more slowly than expected, we might incur more losses than expected and we might not become profitable.

To be successful, we must:

o attract a large membership base of loyal consumers;

o develop and increase awareness of our brands;

o attract a large number of participating merchants in a broad range of product and service categories who are willing to provide attractive discounts and incentives to our members;

o continue to develop and upgrade our technology;

o establish strategic relationships with Web traffic and other customer referral sources;

o build an operations structure to support our business; and

o attract and retain qualified personnel.

We cannot guarantee that we will achieve these goals. We also cannot guarantee that merchants will accept our services as a replacement for traditional distribution channels. Market acceptance of our services will depend on the continued growth in the use of the Internet in general and as a source of discount shopping in particular. The failure of our services to achieve market acceptance would prevent us from attracting a large member base and would adversely affect our revenues.

The SonicSave.com Business Solution.

Our patent pending business method involves Web architecture enabling SonicSave.com to perform a series of transactional steps from initiating consumer interest through purchase. SonicSave.com operates a central Website capable of communicating with club members and participating merchants' Websites. Our business method permits us to bring the market, consisting of travel, automotive, insurance and retail product and service providers, directly to the consumer.

There are various buying incentives that may be made to the members under our business method, but the most frequently used buying incentive will be in the form of a discount on the purchase price paid by a member for a selected good or service. Member enrollment may be by a communication network such as the Web and the completion of an on-line form; or by hard copy using a printed enrollment form. Either method will include an agreement containing conditions of membership. The collected member data is then input


and organized in our data base so that a catalog of products, services, and incentives suitable for that particular member will be available from participating merchants.

Data from participating merchants is compiled and placed on our Web site in the form of a catalog. The catalog includes hyperlinks to participating merchants enabling our member to view and use the participating merchant's web site.

Referral information includes member's unique identification number assigned upon enrollment and the identification of a selected product or service inclusive of the unique identification number assigned the product or service. Referral processing software running on the participating merchant's site uses this information to identify, the member using the hyperlink, the product or service the member selected from the catalog and the buying incentive for that product available to the member. If the member subsequently purchases a selected product from the participating merchant's site, referral processing software automatically transmits a record of the purchase to our computer for storage in the member data base and can be used for credit towards additional incentives that may become available to the member.

We offer two forms of membership:

o free membership under the name "SonicSave.com", which will provide the basic level of service available to all members; and

o paid membership under the name "SonicVIP.com," which will provide a premium level of service, including additional benefits with higher cost savings.

Upon completion of enrollment, SonicSave.com will forward to new members formal membership confirmation along with a directory of products, services, participating merchants and available incentives.

In time, strategic planning initiatives for off-line shopping enhancements will enable each member to receive a unique, coded, Internet identification card. The code on the member's card is machine-readable for transmission over a merchant's communications network. This will identify SonicSave.com members to affiliated merchants when they are shopping off-line at "brick and mortar" locations. Printed discount coupons are also being considered.

Each member will also receive a unique, Internet identification code, and may receive a membership card displaying the member's identification or a printed discount coupon. If the member chooses, the code is machine readable and capable of transmission over a communications network to the SonicSave.com Website.

Our business plan also contemplates seeking strategic partners with whom we can jointly offer membership cards with bank or financial institution credit and debit card capability.

Our Website will be divided into a number of areas, including a catalog of participating merchants and a section that highlights particular specials and incentives that are being offered by the merchants. We will provide each participating merchant with one full page of secure ad space on our Website. The merchant will be responsible for designing and maintaining the


contents of its ad space at its own cost. In addition, we will send out periodic e-mails to our members that highlight particular merchants and their offerings. These e-mail notifications will be targeted to the members' preferences.

Our Website will offer members alternative buying options. One option will permit the member to purchase merchandise directly from a participating merchant's page on our Website. In this instance, SonicSave.com electronically forwards the purchase order to the merchant for fulfillment; all of which is executed through our Website portal.

Members will also have the ability to purchase merchandise directly from the merchant using SonicSave.com's Website hyperlink to the merchant's Website. Again, fulfillment would be by the merchant.

In the future, in some instances, members will also be able to use their SonicSave.com membership cards to receive discounts when they make purchases at the stores of participating merchants.

For the two months ended June 30, 2000 and the three months ended September 30, 2000 (unaudited) research and development expenses related to the business method and Website features were $0 and $32,700, respectively.

Premium Services.

We intend to offer a premium level of service known as "SonicVIP.com" at a cost of $25.00 per year. The Sonic VIP member will receive all of the benefits of being a member of SonicSave.com, plus special offers on high end products and services for consumers and business customers.

MediaMatrix best defines the customer segment for this product as the "simplifiers" -- those in search of access to deals, but who "find no thrill in the hunt." As a group this user-class represents a base of 48 million people.

o SonicVip.com will offer members discounts on a wide range of high value products including:

o health care insurance;

o first class travel;

o luxury hotel packages;

o on-line "discount events" offered by high end merchants and service providers.

Recruitment Strategy for Members.

In order to attract new members to our Website, we intend to use the following strategy:

o we will recruit members using highly targeted direct marketing and Web advertising vehicles focused on attracting bargain conscious shoppers such as


college students and young adults, and retired persons. Our promotions will carry an "It's OK to be frugal" message;

o SonicSave.com members will be offered the opportunity to acquire shares of our common stock by participating in a series of promotional give-away contests for up to 1,500,000 shares of our common stock . Commencing on the date of the final prospectus, each month for a period of 24 months we will select at random from among all SonicSave.com members and other eligible participants two first prize winners who will each receive 10,000 shares of common stock; two second prize winners who will each receive 5,000 shares of common stock and 200 runner-up winners who will each receive 100 shares of common stock. In addition, in 2001 and 2002 we will select at random from among all SonicSave.com members a grand prize winner who will receive 100,000 shares of common stock. We will also select a grand prize winner to receive 100,000 shares of common stock once SonicSave.com & SonicVIP.com exceeds 1,000,000 members; see "Plan of Distribution - Promotional Stock Give-Away Contests";

o we will seek and reward referrals among our registered membership base using a viral marketing technique; and

o SonicSave.com will employ a business account strategy as relationships with business service providers are developed. This approach provides our merchants with an opportunity to fashion their advertising and revenue models more closely to their market and within their budget constraints.

SonicSave.com's goal is to create a critical mass of users who take pride in their ability to save money. The anonymous nature of the Internet allows those who identify with being excessively frugal a portal into the world of Web discounts with little or no transparency. This community of SonicSave.com members will carry their membership with them through check out. We can also support special on-site offers through this technology.

We will market ourselves to the universe of on-line discount shoppers as the "place for people who worry about spending too much." SonicSave.com will employ a targeted campaign to position itself as the Web's only site designed for the customer segment identified as "Bargainers."

Specific tactics will include:

o market research to test the positioning for SonicSave.com;

o launch activities in major markets directed at the consumer audience, including mailings, events and tele-center activity;

o a referral campaign will be launched, on-site, as membership reaches critical mass;

o a public relations campaign directed at newspaper and magazine consumer reporters announcing the SonicSave.com site;


o cooperative advertising with participating merchants and best-in-class consumer Websites; and

o marketing activities will include sponsorships of events aligned with the demographic profile of potential members in major markets.

SonicSave.com expects marketing costs to account for 60% to 85% of operational expenses in the first three years of corporate operations. We anticipate that co-operative advertising and strategic alliances will offset a portion of these costs.

Participating Merchants

We have identified potential merchants by researching publicly-available industry data in the following industries: travel, retail, automotive and insurance. Our selection strategy targets those companies having significant market share and brand name recognition in their industries, as well as financial stability and an internet-oriented advertising strategy. As an inducement to try our new service, we are currently offering certain prospective merchants reduced rate and, in some cases, short term free trial participation arrangements on our Website.

As of November 30, 2000, we had entered into trial agreements with six participating merchants, on a click-through fee basis in which we receive a fee whenever a member clicks on a participating merchant's advertising page or Website - whether or not they make a purchase. We will recognize only the click-through fees, and not the gross sales prices charged to our members as revenues.

Each participating merchant is furnished with one full page of secure ad space on our Website. The merchant is responsible for designing and maintaining the contents of its ad page at its own cost.

Each merchant that participates in SonicSave.com and SonicVIP.com is required to offer our members discounts and other special promotions on its goods and services and to honor such offers through Web-based purchases and/or at its stores.

As of November 30, 2000, we had also entered into arrangements with 19 merchants to permit them to link their Websites to our Website in exchange for a fee based on sales made to our members who access their Website from our site.

We propose to recruit participating merchants by offering the following benefits:

o initial trial periods in which they may participate on our Website at reduced rates or, in some cases, without charge;

o a captive audience of discount shoppers who can purchase using "clicks and mortar" and "bricks and mortar" transaction technologies;

o added control over discount and other special promotional offers in the on-line environment, as SonicSave.com incorporates one of the retail industry's most successful innovations -- namely off-price retailing;


o co-branding opportunities with participating merchants in other business classes for product and service packages; and

o the ability to create a loyal customer base.

Advertising Revenue.

Revenue from advertising on the internet is driven by the size and quality of a Website's audience. We believe that our target audience -- frugal consumers -- will give us the ability to structure attractive arrangements with advertisers. Advertising revenues, if any, will be earned from:

o monthly advertisement fees paid by merchants;

o the sale of advertising banners;

o the placement of pop-up windows;

o the sale of advertising in our weekly electronic newsletter; and

o revenue streams from advertisers generated from weekly, automated e-mail services.

o We believe that our strategy for attracting new and repeat users to our Website will provide attractive marketing opportunities for advertisers and electronic merchants.

Operations and Technology.

SonicSave.com's business is supported by a state-of-the-art systems platform, which was designed with an emphasis on scalability, performance and reliability. The software platform that we use was designed to include open application protocol interfaces that can provide real-time connectivity to merchants in a range of industries. SonicSave.com's Internet servers utilize Verisign digital certificates to help it conduct secure communications and transactions.

All proprietary software developed to date was contracted to DLF Webgroup Inc. and Alexander Gediman, a freelance web-designer who performs on an as needed basis. The DLF contract has been completed and there are no further obligations outstanding.

SonicSave.com will out-source most of its call center and customer service functions, and will use a real-time interactive voice response system with transfer capabilities to its call centers and customer service centers in Boston, MA.

SonicSave.com's systems infrastructure, Web and database servers are hosted at Media3 Technologies, LLC in Pembroke, MA pursuant to an "open-ended" agreement that contains no clauses for penalties upon early termination. Media3 Technologies, LLC provides communication lines from multiple providers including UUNet and AT&T, 24-hour monitoring and engineering support, an uninterruptible power supply system and generator and redundant servers at its Pembroke, MA site to provide service capability if the primary site fails.



The market for electronic commerce direct selling channels on the Internet is new and rapidly evolving, and competition for members, consumers and visitors is intense and is expected to increase significantly in the future. Barriers to entry are relatively insubstantial. We believe that the principal competitive factors for companies seeking to create electronic commerce networks on the Internet are critical mass, functionality, brand recognition, member loyalty, broad demographic focus and open access for visitors. Established companies, which are primarily focused on creating electronic commerce networks on the Internet, and with whom we will compete, include: Value America, Shopping.com, Buy.com, Priceline.com, Fashionmall.com, the NetMarket division of Cendent Corporation.

Many of our existing and potential competitors have longer operating histories in the Web market, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than us. Such competitors are able to undertake more extensive marketing campaigns for their brands and services, and make more attractive offers to potential employees, vendor affiliates, commerce companies and third-party content providers. There can also be no assurance that we will be able to compete successfully against our current or future competitors or that competition will not have a material adverse effect on our business, results of operations and financial condition.

Governmental Regulation.

We are not currently subject to direct regulation by any domestic or foreign governmental agency, other than regulations applicable to businesses generally, and laws or regulations directly applicable to access to online commerce. However, due to the increasing popularity and use of the Internet and other online services, it is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, pricing, content, copyrights, distribution, and characteristics and quality of products and services. Furthermore, the growth and development of the market for online commerce may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online. The adoption of any additional laws or regulations may decrease the growth of the Internet or other online services, which could, in turn, decrease the demand for our products and services and increase our cost applicability to the Internet and other online services of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes and personal privacy is uncertain and may take years to resolve.

In addition, as our service is available over the Internet in multiple states and foreign countries, and as we propose to offer our services to numerous consumers residing in such states and foreign countries, such jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each such state and foreign country. We are qualified to do business in only two states, and our failure to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties for the failure to qualify. Any such new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the Internet and other online services could have a material adverse effect on us.

Intellectual Property and Proprietary Rights.

SonicSave.com currently has one pending United States patent application.


While SonicSave.com believes that its pending patent application helps to protect its business, there can be no assurance that:

o the pending patent application will result in the issuance of a patent;

o competitors or potential competitors of SonicSave.com's will not devise new methods of competing with us that are not covered by SonicSave.com's patent application; or

o a third party will not have or obtain one or more patents that prevent SonicSave.com from practicing features of its business or will require SonicSave.com to pay for a license to use those features.

There has been recent discussion in the press regarding the examination and issuance of so-called "business-method" patents. As a result, the United States Patent and Trademark Office has indicated that it intends to intensify the review process applicable to such patent applications. SonicSave.com cannot anticipate what affect, if any, the new process will have on our pending patent application.

We regard our current and future copyrights, service marks, trademarks, trade dress, trade secrets and similar intellectual property as critical to our success. We intend to rely on trademark and copyright law, trade secret protection and confidentiality and/or license agreements with our employees, users, partners and others to protect our proprietary rights. Effective trademark, service mark, copyright and trade secret protection may not be available in every country in which we may operate to provide services online. Therefore, the steps we take to protect our proprietary rights may be inadequate.

We currently hold various Web domain names relating to our brand, including the "SonicSave.com" domain name in the United States. Governmental agencies and their designees generally regulate the acquisition and maintenance of domain names and this regulation is subject to change. Governing bodies may establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may be unable to acquire or maintain relevant domain names in all countries in which we intend to conduct business.

The relationship between trademark and similar laws and domain name registration is evolving, including passage during 1999 of the Anti-Cyber Squatting Consumer Protection Act, which significantly enhances the ability to prevent incorporation by third parties of trademarks into domain names. SonicSave.com intends to actively pursue infringers who improperly incorporate its trademarks into domain names, as appropriate, to maintain and enhance the strength of its trademarks.


As of September 30, 2000, we had 4 full-time employees . Our future success will depend, in part, on our ability to continue to attract, retain and motivate highly qualified technical and management personnel for whom competition is intense. From time to time, we also employ independent contractors. Our employees are not covered by any collective


bargaining agreement and we have never experienced a work stoppage. We believe our relations with our employees are good.

We have also retained the following consultants on a short term or at-will basis to assist us with various aspects of our business:

Matter                               Consultant
------                               ----------

Website Technology                   Jeremy Delorey-freelance designer
                                     Media 3 Technology Inc.-host services (See
                                     "Business - Operations and Technology"
                                     DLF Webgroup Inc.-web construction
                                     CueData Services Inc.-technical staffing
                                     Alexander Gediman-freelance designer
Sweepstakes Management               Ventura Associates
Telecommunications                   Brian Warren & Co.
Public Relations                     John Newton
Airline Merchant Agreements          Donald L. Sexton Associates
Management Consulting                Wirebridge Inc.

These consultants are generally paid on an hourly basis or, in some cases, on a percentage or success fee basis.


Our headquarters are currently located in a facility in Brookline, Massachusetts consisting of approximately 2,500 square feet of office space that is leased by an affiliate of ours pursuant to a lease expiring on June 1, 2004 and that we occupy on an at-will basis.



Executive Officers and Directors.

The following table sets forth information with respect to our directors and executive officers:

Name                           Age        Position
----                           ---        --------

Andre Danesh                    66        President, Treasurer, Secretary and
                                          Chairman of the Board
William Connolly                50        Senior Vice President and Chief
                                          Financial Officer
Sean K. Wilder                  26        Vice President, Business Development
David Reznikov                  28        Vice President, Member Acquisition

Ira Cohen                       46        Director, Member of Audit Committee

Charles W. Smith                68        Director

John J. Perkins                 69        Director, Member of Audit Committee


Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are elected annually by the Board of Directors and serve at the discretion of the Board.

Andre Danesh founded SonicSave.com and has served as its President and Chairman of the Board since May 2000. During the past five years, Mr. Danesh served as president of Allied Financial Corporation, a private investment company which he founded and owns. From 1984 to 1986, Mr. Danesh served as the chairman of the stockholder's committee of Charter Oil Company which became Spelling Entertainment and was acquired by Viacom in July of 1999. From 1989 to 1990 Mr. Danesh served as the member of the stockholder's committee of Southmark Co. He received his Bachelor of Science Degree and Masters Degree in chemistry and mathematics from Indiana State University, a Doctoral Degree from the University of Montpellier and a Post-Doctorate degree from the University of Colorado.

William E. Connolly has served as Senior Vice President and Chief Financial Officer of SonicSave.com since May 2000. From July 1998 to May 2000 he served as an Asst. V.P., Branch Manager for Eastern Bank, Lynn, MA. From September 1995 to July 1998 Mr. Connolly served as an Asst. V.P., Regional Manager for Cambridgeport Bank, Cambridge, MA. He has also served as a branch sales manager for Cape Cod Bank and Trust Co, Hyannis, MA and as a Mortgage Sales Representative for Citizens Mortgage Corp., Providence, RI. From January 1986 to September 1993 Mr. Connolly was a Sales Manager at Government Systems Division, GTE Corp., Taunton, MA. He was commissioned and served as a Captain in the United States Air Force from 1979 to 1986. Mr. Connolly is a graduate of Boston College and holds a Bachelor of Science Degree in Marketing.

Sean Wilder has served as Vice President of Business Development and Advertising Sales of SonicSave.com since May 2000. From November 1998 to May 2000 Mr. Wilder served as Account Executive for E! Entertainment Television Networks, Advertising Sales. From September 1997 to November 1998 Mr. Wilder served as a National Broadcast Negotiator at Initiative Media Worldwide. From August 1996 to 1997 Mr. Wilder served as a teleservices


representative at Massachusetts Financial Services. Mr. Wilder graduated from Boston College and received his Bachelor of Arts Degree.

David Reznikov has served as Vice President of Member Acquisition of SonicSave.com since February 2000. From March 1998 to October 1999 Mr. Reznikov served as Director of Marketing for Equinox Corporation. From April 1996 to April 1998 Mr. Reznikov worked as a paralegal for Peabody and Arnold LLP. Mr. Reznikov graduated from Boston University and received his Bachelor of Arts degree.

Ira Cohen has been a director of SonicSave.com since August 2000. Since March 1998, he has served as president and chief operating officer of Aztec Technology. From 1996 to March 1998 he served as an independent information technology consultant providing strategic business and sales modeling advice for various clients. From 1979 to 1996 he served as executive vice president and co-founder of Copley Systems Inc. From 1976 to 1979 he served as economist at Arthur D. Little Co. Mr. Cohen received his Bachelor of Arts degree in Economics from Boston University.

Charles W. Smith has been a director of SonicSave.com since August 2000. From 1972 to 1992, he served as VP and Senior VP of Finance and was also the Treasurer for Boston University. From 1965 to 1972, he had served as VP of Business Affairs of Haverford College. From 1964 to 1965, Mr. Smith served in accounting practices and was CFO at the University of Uganda. He is also a Fellow of the Institute of Chartered Accountants in England and Wales.

John J. Perkins has been a director of SonicSave.com since September 2000. From March 1999 to present he has served as Senior Vice President of Acordia, Inc. From 1984 to 1999 he served as President, Chairman of International Insurance Group Ltd. From 1974 to 1984 he served as President of Corroon & Black of Massachusetts. From 1970 to 1974 he served as Vice President of Marsh & McLennan Inc. Mr. Perkins is a trustee of the City of Boston Retirement Fund and a director of Fitforall.com. Mr. Perkins received his Bachelor of Arts degree from Boston College.

Audit Committee. The Board of Directors has appointed an Audit Committee consisting of Messrs. Cohen and Perkins. The duties of the Audit Committee are to

o recommend to the full Board the auditing firm to be selected each year as SonicSave.com's independent auditors,

o consult with the persons so chosen to be the independent auditors with regard to the plan of audit, or proposed report of audit, and the accompanying management letter, if any,

o periodically consult with the independent auditors, as appropriate, out of the presence of management with regard to the adequacy of the internal accounting and control procedures,

o review SonicSave.com's financial condition and results of operations with management and the independent auditors and


o review any non-audit services and special engagements to be performed by the independent auditors and consider the effect of such performance on the auditors' independence.