MANAGEMENT

             NAME                  AGE                            POSITION
-------------------------------  --------   -----------------------------------------------------
J. Jovan Philyaw...............     35      Chairman of the Board and Chief Executive Officer
Michael N. Garin...............     54      President, Chief Operating Officer and Director
Patrick V. Stark...............     46      Executive Vice President and Director
Scott P. Carlin................     45      President of the Media Group
Gregory D. Lerman..............     54      President of the Retail and Direct Marketing Group
Douglas L. Davis...............     34      President of the Technology Group
Stuart B. Graber...............     46      President of the International Group
Donald E. Welsh................     57      President of the Publishing Group
William S. Leftwich............     51      Vice President, Chief Financial Officer and Secretary
Blaine L. Thacker..............     57      President of the Business and Consumer Group
Jeffrey A. Glickman............     49      President of DigitalDemographics.:Com Inc.
John G. Huncke.................     47      Executive Vice President of the Media Group
John W. Weems..................     46      Chief Marketing Officer
William O. Hunt................     66      Director
Michael H. Jordan..............     63      Director
Jack A. Turpin.................     69      Director

J. Jovan Philyaw founded us in September 1998 and is the creator of our :CueCat and :CRQ technology. Prior to founding us, Mr. Philyaw created NET TALK LIVE! THE INTERNET TALK SHOW, now known as NET TALK INTERACTIVE!, in September 1996 and served as its Executive Producer and host from September 1996 to February 2000. Since December 1997, Mr. Philyaw has served as the President and Chief Executive Officer of Infotainment Telepictures, Inc., the predecessor company that produced NET TALK LIVE! THE INTERNET TALK SHOW, before we acquired these predecessor rights. Mr. Philyaw served as Executive Vice President and Chief Marketing Officer of Internet America, an Internet service provider, from September 1995 to September 1996.

Michael N. Garin joined us as our President and Chief Operating Officer in August 1999. From 1989 to 1999, Mr. Garin served as the global head of Media and Communications for Furman Selz and ING Barings LLC after ING Barings acquired Furman Selz in October 1997. Mr. Garin also served on the management committee and board of directors of Furman Selz from 1993 to 1997. In 1978, Mr. Garin co-founded Telepictures, a television distribution company. In 1986, Telepictures merged with Lorimar to become Lorimar-Telepictures. Mr. Garin holds a masters degree in Philosophy and Arts from the New School of Social Research, New York, and an A.B. in Economics from Harvard College.

Patrick V. Stark joined us as our Executive Vice President on December 31, 1999. Mr. Stark became one of our directors in September 1998. Mr. Stark was a shareholder/director at the law firm of Kane, Russell, Coleman & Logan, P.C. in Dallas, Texas, from January 1992 until he joined us. Mr. Stark holds a law degree from Georgetown University Law Center and a B.A. in Spanish from Arizona State University.

Scott P. Carlin joined us as the President of our Media Group in October 1999. From June 1995 until he joined us, he served as Executive Vice President of Warner Bros. Domestic Television Distribution and Executive Vice President, Telepictures Distribution. From March 1991 to June 1995, Mr. Carlin served as Senior Vice President, Sales, Warner Bros. Domestic Television Distribution. Mr. Carlin holds a B.A. in communications from the University of Colorado.

Gregory D. Lerman joined us as the President of our Retail and Direct Marketing Group, our division that works with direct response media such as home shopping television networks, catalogs and direct mail, in August 1999. Prior to joining us, Mr. Lerman served as President of E-Commerce for Paxson Communications, which owns and operates television broadcast stations, from February 1999 to October 1999 and Executive Vice President and General Manager of Valuevision International, an integrated direct marketing company, from January 1998 to February 1999. From January 1997 to September 1997, Mr. Lerman served as President and Chief Operating Officer of Kent and Spiegel Direct, a television direct marketing firm. Within one year after Mr. Lerman left Kent and Spiegel Direct, the company filed for bankruptcy. From January 1995 to December 1996, Mr. Lerman was retired. From October 1989 to December 1994, he served as Executive Vice President of Fingerhut Companies, Inc., a catalog direct marketer. Mr. Lerman holds a B.A. in history from the University of Minnesota.

Douglas L. Davis joined us as the President of our Technology Group in December 1999. Prior to joining us, he was employed by Internet America, an Internet service provider, where he served as Executive Vice President and Chief Operating Officer from July 1996 to December 1999 and as Chief Technology Officer from January 1996 to July 1996. Mr. Davis was head of research and development at Internet America from November 1995 to January 1996. From July 1990 to November 1995, Mr. Davis was a Director of Computer Operations for the School of Engineering and Applied Science of Southern Methodist University.

Stuart B. Graber joined us as the President of our International Group in December 1999. Mr. Graber served as Chief Executive of Music Choice Europe, a digital audio company part-owned by Time Warner, British Sky Broadcasting, Sony and EMI, from October 1993 to December 1999. Mr. Graber holds a masters degree in international communications from Brooklyn College and a B.A. in journalism, broadcasting and administration from the University of Maryland.

Donald E. Welsh joined us as the President of our Publishing Group in January 2000. Prior to joining us, Mr. Welsh, who has been in publishing for thirty years, was Chairman of Group XXVII Communications from August 1997 to December 1999. From March 1995 to March 1997, he was Executive Vice President of Marvel Publications. From March 1990 to March 1996, he served as chairman of the Welsh Publishing Group. Mr. Welsh holds an A.B. from Columbia University and a J.D. from Cleveland Marshall School of Law.

William S. Leftwich joined us as our Vice President, Chief Financial Officer and Secretary in May 1999. From March 1995 to May 1999, he served as Chief Financial Officer for ViewCast.com, formerly MultiMedia Access Corporation, a company that develops and sells streaming video products and desktop video conferencing products. From January 1993 to March 1995, he served as Chief Financial Officer of Integrated Security Systems, Inc., a provider of fully integrated building security systems. Mr. Leftwich holds a B.B.A. in Accounting from Texas A&M University and is a certified public accountant.

Blaine L. Thacker joined us as our Chief Strategy Officer in October 1999 and on May 1, 2000 became the President of our Business and Consumer Group. Prior to joining us, Mr. Thacker served as Executive Vice President of Sterling Communications, Inc., an international systems integration firm, from August 1998 to September 1999. Prior to that, Mr. Thacker was the Vice President of Sales and Marketing for Digital Network Access, an Internet service provider, from September 1997 to August 1998. He served as President of Choice Com, Inc., a competitive local exchange carrier, from March 1997 until August 1997 after acting as British Telecom's Vice President of Global Sales for its Information Technology outsourcing business from May 1993 until January 1997. Mr. Thacker has over 30 years of executive level experience with companies such as AT&T, General Electric and Oracle. He holds an M.B.A. from Western New England College and a B.B.A. in marketing and finance from the University of Oklahoma.

Jeffrey A. Glickman joined us as the President of DigitalDemographics.:Com Inc., our subsidiary that collects and markets aggregate demographic data, in December 1999. Prior to joining us, Mr. Glickman served as President of World Class Marketing, a database marketer, from March 1995 to December 1999. Mr. Glickman holds a Ph.D. in reproductive endocrinology from the University of Western Ontario, an M.Sc. in embryology from McGill University and a B.S. in marine biology from McGill University.

John G. Huncke joined us as the Executive Vice President of our Media Group in January 2000. Prior to joining us, Mr. Huncke served as General Counsel of Universal Pictures from June 1998 to December 1999. From January 1995 to June 1998, Mr. Huncke served as General Counsel and Chief Operating Officer of Polygram Television, a television production and distribution company. From January 1987 to January 1995, Mr. Huncke served as Executive Vice President and General Counsel for ITC Entertainment Group, a motion picture production and distribution company. Mr. Huncke holds a J.D. from the University of Southern California and a B.S. from the University of Notre Dame.

John M. Weems joined us as our Chief Marketing Officer in July 2000. Prior to joining us, Mr. Weems served as Senior Vice President and General Manager of the Consumer Products Division at Equity Marketing, Inc., a toy company, from April 1998 to July 2000. Prior to that, Mr. Weems served as chief operating officer of Corinthian Marketing, Inc., a sports collectibles company, from April 1996 to April 1998, when that company was sold to Equity Marketing, Inc. Prior to that, Mr. Weems was co-founder and co-owner of Morrison Entertainment Group, Inc., a toy development and marketing company, from March 1989 to April 1996. Mr. Weems holds an M.B.A. from the University of North Carolina and a B.A. in political science from North Carolina State University.

William O. Hunt has served as one of our directors since January 1999. Mr. Hunt has served as Chairman of the Board of Internet America since May 1995. Mr. Hunt has also served as Chairman of the Board of Intellicall Inc., a company that provides telephone network switching and other services, since 1992. Mr. Hunt served as President and Chief Executive Officer of Intellicall from December 1992 to May 1998. Mr. Hunt also currently holds directorships in Andrew Corporation, American Homestar Corporation and Mobility Electronics, Inc. Mr. Hunt holds an M.B.A. and a B.B.A. from the University of North Texas.

Michael H. Jordan has served as one of our directors since August 1999. Mr. Jordan has served as Chairman of Luminant Worldwide Corporation, a provider of Internet and electronic commerce professional services, since September 1999. He also serves as Chairman and Chief Executive Officer of EOriginal, Inc., an electronic commerce company that provides secure documents. Mr. Jordan retired in December 1998 as Chairman and Chief Executive Officer of CBS Corporation, formerly Westinghouse Electric Corporation, positions he had held since June 1993. Mr. Jordan is also a member of the Boards of Directors of Aetna Inc., Dell Computer Corp. and Marketwatch.com. Mr. Jordan is a member of the President's Export Council; is the Chairman of the U.S.-Japan Business Council; is the Chairman of The College Fund/UNCF; and is the Chairman of the Policy Board of the Americans for the Arts.

Jack A. Turpin has served as one of our directors since January 1999. Mr. Turpin founded Hall-Mark Electronics Corporation, an electronics distribution firm, in 1962 and served as its Chairman of the Board until its sale in 1993. Since 1993, Mr. Turpin has served as a consultant for Avnet, Inc., an industrial distributor of electronic components and computer products and the purchaser of Hall-Mark. Mr. Turpin holds a B.S. in electrical engineering from Rice University.

BOARD OF DIRECTORS

Pursuant to an amendment to our certificate of incorporation that will become effective upon consummation of the offering, our Board of Directors will be classified into three classes of directors,

denoted as Class I, Class II and Class III. Messrs. Hunt and Garin will be Class I directors, Messrs. Turpin and Stark will be Class II directors, and Messrs. Philyaw and Jordan will be Class III directors. The term of the Class I directors will expire at the 2001 annual meeting of our stockholders, the term of the Class II directors will expire at the 2002 annual meeting of our stockholders and the term of the Class III directors will expire at the 2003 annual meeting of our stockholders.

BOARD COMPENSATION

Directors who are also our officers, employees or affiliates do not receive compensation for their services as directors. Each non-employee director is entitled to an award of stock options to purchase 15,000 shares of our common stock, when he becomes a non-employee director, at an exercise price equal to the fair market value of our common stock on the date of grant. Additionally, each non-employee director in office following each annual stockholders' meeting is entitled to an award of stock options to purchase 8,000 shares of common stock at an exercise price equal to the fair market value of our common stock on the date of grant. In each case, the stock options granted to the non-employee directors will be fully vested on the date of grant. Directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the board of directors or committees thereof.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

We have entered into agreements to indemnify our directors and officers. Under these agreements, we are obligated to indemnify our directors and officers to the fullest extent permitted under Delaware General Corporate Law for expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by them in any action or proceeding arising out of their services as a director or officer. We believe that these agreements are necessary to attract and retain qualified directors and officers.