Distinctive Technology Connecting Content with Commerce

69 Trapelo Rd. Belmont, MA 02478 Ph: 617-977-0111 www.whatif.info

Key Personnel & Professional Advisors

 Jake Kolb V, CEO, CTO (TS Clearance)
 Inventor of Whatifs proprietary architecture  MIT Space Lab, NASA, U.S. Patent Office  Spacetec IMC Doom II, X-Wing, R.O.T.T., etc.

 Fred Skoler, COO, President Production (TS Clearance)

 Award winning / 20+ major titles  R. Abels Synapse Technologies Director Operations, Producer  MGM Interactive Director Production, Executive Producer, Designer

 Veteran internal production team since 1997

 Over 80 years combined games development experience

 Intelligence Gaming
 Career Navy  IO, Intelligence, Surface, Subsurface, Air, R&D, Staff Operations

 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Boston  Levine, Katz, Nannis & Solomon, PC, of Needham, MA

What We Do
Whatif Provides Original Software Solutions Introducing Assembly Line Efficiency

 Permit previously imponderable Whatif questions in an ontology-translatable world  Rapid development and evolution / interbreeding of content via SmartData  Platform optimizations via Dors Keys  Unify the development and the experiencing of simulations into a persistent cross-device platform  Tech that enables a digital commodities market (eBay for software behaviors)  Integrate and enhance existing software and data capabilities

Whatifs Self Policing Architecture

SmartData + Dors for Unparalleled Protection
 Whatif introduces SmartData
 Existing solutions use smart
programs and fixed data and are vulnerable to hacking

 SmartData is always encrypted, even during playback, and is AES compliant  SmartData + Dors can provide unique encryption for every piece of content nullifying large scale hacking  SmartData + Dors utilizes protective anti-data measures where attempts to gain unauthorized access can cause the content file to self-destruct

Why This Solution

    
Cross domain reuse possible Multi-vendor / author participation Rapid evolution Risk / cost minimization Ability to ask whatif questions in minutes / hours instead of months / years
 [ Cue Possibility Map demonstration]

 Market creation / expansion  Global changes in real-time

How It Works
 Concept translation  Platform optimal (cutting-edge performance / capabilities)  Services & formula synthesis  SmartData inter-communications  Security & market operations  Evolution / learning

Where We are In roadmap

 Core Technologies all proven and operate to a high of degree of trust  Kernel Subsystems 100% functional on Windows PC Platform, 40~65% functional on Linux, BREW 2.0.4, 2.1.3, & 3.1 Cell Phones, PSone, Gameboy Advance, and Xbox  Needs
 100% functional and optimal subsystems on
additional platforms  Relationships for transaction services with financial institutions  Need to handcraft tools (aka factory SmartData) to use in rapidly building further SmartData WorLd Processor  Resources

Targeted Markets
Industry Specific WorLd Processors  One core tech many market
verticals

 Whatif has been approached by

consumer or investor interest in  Intelligence / Defense  Simulation  Entertainment  Training / Education  Animation / Effects  Gaming/Lotto  Cell Phone Applications  Marketing / Advertising  Music / Movies  Virtual Staging  Publishing  Secure Distribution / DRM  Medical

WorLd Processor Platform

The Next Generation Middleware Solution
 Flexible / Cutting Edge  Proprietary system
 Dors / SmartData

 Efficient
 Art driven  Economies

 Out-of-the-box
 No SDK  Rapid Prototyping

 Exclusive tracking
 After distribution  Personal details

 Increased shelf life

 Serialized content

 Advertising ready  Micropayment ready

WorLd Processor Platform

Proprietary Technical Advantages
 Emergent AI
 Whatifs EXP Platform / SmartData

 Dynamic tracking parameters

 Whatifs SmartData

 Unparalleled content security

 Whatifs SmartData / Dors
 Micropayment enabler

 Less risky than code

 Whatifs Possibility Maps

 Hardware scalability
 Whatifs Key

 Limitless content enhancement

 Whatifs Dors

 Speedier processing / rendering

 Whatifs N-dimensional Wavelet

WorLd Processor Value Proposition

   

First project savings of 10-20% Second project savings of 30-40% Subsequent savings of 60%+ Porting costs (legacy, present, or future) reduced by 75%+

Strategy
 Intelligence & Defense
 Capture Defense Market  I&D Dev Kit  Accreditation & Funding

 Professional Products
   
Commercial Games Business Medical Academic

 Mass Deployment
 Hobbyist  Home users  Schools

 Digital Commerce
 DRM & Transactions  Super Distribution

Market Shortfalls & Opportunities

Why Our Unique Capabilities Enables the Strategy

 Intelligence & Defense

   
Security Spiral Development Self Created Content Training

 Professional Products
 Rapid Prototyping  Multi-Platform  Cost & Risk Mitigation

 Mass Deployment
 Tracking & Analysis  Accessibility  Web 3.0

 Digital Commerce
 Secure Transactions  Super Distribution  Commodities

Potential Markets Overview

   
Intelligence and Defense Commercial Games Advertising Cell Phones

Intelligence and Defense Market

R&D Phase w/ Major Acquisitions Expected in FY09

 DoD expected to spend over $3B annually on gaming technology starting FY09
 DoD budget for FY08 is $481 Billion with Training and Education accounting for approximately 7% or $33B
 FY09: Gaming technology -- as much as 5% or $1.7B

 DoD IT Budget for FY08 will be an additional $30B

 FY09: Gaming technology -- as much as 2% or $600M

 Intelligence Budget is classified, but estimated in FY07 to be $30B, with a published 11% increase in FY08
 FY09: Gaming technology -- as much as 2% or $600M

 James Clapper, Under Secretary of Defense for Intelligence (USDI), in May 2007 stated there is the, Need to transition/apply gaming technologies to real world problems.  There is currently no unified platform for developing gaming / simulation technology for use by the government

Whatifs I&D Dev Kit Solution

Unmatched Advantages for DoD
 Exceeds requirement for RSA standard encryption/security  Introduces novel compression for reduced/low bandwidth distribution of data (imperative to distributed forces)  I&D Dev Kit can incorporate all hardware standards hardware scalable  Distributed computing balancing resources between deployed forces  Unparalleled content/data reuse  Architected to support spiral development (Presidents FY08 Budget emphasizes spiral acquisition methodology)  Economies of scale  Developed for the govt. with IO specialists
 Provides self-sufficiency in development  Diminished need for specialized operator capability  Introduces assembly line efficiencies to artistic endeavor of creating games and
simulations

I&D Dev Kit

DoD Exposure and Validation of Need

 Ongoing classified conference briefings to leadership in intelligence community  Direct briefings to

       
House and Senate Intelligence Committees National Security Agency National Reconnaissance Office Defense Intelligence Agency Defense Advanced Research Projects Agency Office of Naval Research National Reconnaissance Office Space and Naval Warfare Systems Command

 All above have identified the need for a unified solution

 Many have hired our partners at IG to create Requirements for future budget expenditures

I&D Dev Kit

Advantages for Whatif

 Revenue early in production cycle  Requirement for a solution without satisfactory alternatives very little competition  Under radar of commercial competition  Accreditation of security capability
 Jumpstart secure server partnerships

 Leverage IP in more commercial verticals than games directed WorLd Processor  Steady revenue from ongoing production as part of federal budget 09 forward

Commercial Games: Costs Out of Control

Middleware and Micropayments: Growing Opportunity
 $35.3B yearly global games market (2005); $58.4B by 2007 (Informa Media Group)  $62.6B global market value in 2005 (DFC Intelligence)  $12.5B US retail sales (excluding PC) in 2006 (NPD Group)  $20M cost per video game (New York Times)  Games middleware to grow 11.9% by 2011 (Acacia Research Group)
 Publishers embrace middleware to reduce risk

 47% games use premium middleware in 2005

 $250-$800K per license per SKU  Up to 5% royalty

 Micropayments for consoles alone will account for over $833M by 2011
(ABI Research)

 Whatif Cost Advantage

 Middleware licensing provides a relatively risk controlled participation in the
massive royalty stream of the industry  No current solution offers cross platform scalability or reuse for cost savings Whatif GameProcessor will offer both

Advertising Opportunity

Revenue for interactive advertising will more than double over the next 5 years to $52 billion by the end of 2010 (Acacia Research Group )

Products that enable advertisers to create interactive content for television and the Internet will benefit the most from growing usage (Acacia Research Group )

People who view advertisements in video games have better brand recall, and are more likely to favorably change their opinion about a brand (Activision and Nielsen Entertainment Study)

 Everyone is playing
 In 2004 video games sold represented 2 games for every home in the USA (8 games
sold every second) (ESA)  60% of Americans regularly play games (IDC)  of all online game players are over 40 (Nielsen Entertainment)
 Women 40 + play 9.1 hours per week (Digital Marketing Service)  Men 40 + play 6.1 hours per week (Digital Marketing Service)

 Tweens (youth ages 10 to 13) is the largest market segment for mobile gaming (Sorrent)  Teenage women play games socially (Nielsen)  The 18-34 year old male is the core gamer (IGN Study)

 Whatif advantage
 Real-time cycling of 3D content w/ behaviors that truly effect gameplay  Detailed and dynamic user metrics  Economies of scale

Mobile Phone opportunity

 Worldwide Mobile entertainment content market worth $77B by 2011 (Juniper Research)
 16.5% Annual US growth over next five years (PriceWaterhouseCoopers)  1/3 of all study respondents expressed a desire to play games on their phones (Sprint)  Age 16-24 demographic is the core mobile market and just as many women as men play on their phone (Glu Research Study)  Young women spend more time on their mobile phones than they do watching TV (Nielsen Entertainment)  1.8 billion game-enabled handsets by 2008 (I-play)

 In 2005 games publisher Electronic Arts purchased mobile games company Jamdat for $680M  Whatif advantage
    
Lower cost Hardware scalability Prototyping Unique gameplay possibilities Unmatched compression for smoother graphics

2007 Initial Opportunity


Leverage defense contracts to showcase I&D Dev Kit for license

Partnership with Intelligence Gaming (IG)
 Intelligence and defense expertise  Jumpstart govt. contracting

 Strategic Business Agreement with L-3 Communications Titan

Corporation, ISD

GEO Commander game prototype (sub to Ticom Geomatics, Inc.)
 $150K remaining on 1.35M contract delivery end of October  Negotiating program line w/ $2M yearly production for next three years  $352K GMTS expansion to begin November  $50K GMTS enhanced video materials delivery November

 

ARL cell phone project - additional long term contract potential

 $50K first phase delivered July 26, 2007

SBIR Phase I & II


$20K Phase I delivered August 07
 10/09/2007 5 weeks to final contract

 $400K estimated Phase II ($1M contract to IG)

 

SBIR Phase III for Argon ST

 Estimated $15K (design for UI and budget/plan for integration)

Additional in pipeline (e.g. I&D Dev Kit, MASINT, Electronic Attack, VISim, etc.)
IG, L-3, SAIC, Ezenia, Analytics Strategies, AT&T Govt. Solutions

Teaming agreement with Camber Corporation



2007-2011 Projected Revenue

 Projected Yearly Revenue

2007 (Govt.) $969K

  production revenue = $.169M licensing revenue = $.800* (procurement) production revenue = $.80M licensing revenue = $1.40M * (procurement) production revenue = $3.35M Dev Kit revenue = $1.50M licensing revenue = $2.50M * (procurement) production revenue = $4.2M Dev Kit revenue = $4.90M licensing revenue = $10M* (procurement) GameProcessor revenue = $.70M Transaction Server = $.10M production revenue = $4.5M Dev Kit revenue = $10.5M licensing revenue = $15M* (procurement) GameProcessor revenue = $10.50M Transaction Server = $.80M Royalty = $2.50M
$50,000,000.00 $40,000,000.00 $30,000,000.00 $20,000,000.00 $10,000,000.00 $2007 2008 2009 2010 2011
Royalty Trans. GP I&D Production IP Licensing

2008 (Govt.) $2.2M

 

2009 (Govt.) $7.35M

  

2010 (Govt. & Commercial) $19.9M

    

2011 (Govt. & Commercial) $43.8M

     

I&D Dev Kit $350K per Govt. license per product $300K per Developer + 5% royalty per title GameProcessor $350K + 2-5% royalty per title ($100K per additional SKU) Option to Accelerate Opportunity

* Licensing

Commander Series IP

No Fee + 50% royalty (not represented in chart)

Potential in Commercial Games Transaction Servers and Royalties

  
Risk controlled participation in the massive royalty stream of games industry No Fee GameProcessor can yield 50% royalty share for greater revenues in years out No Fee accelerates Transaction Fee revenue stream

$400.0

Commercial Games Revenue Potential

$350.0

$300.0 Transaction $250.0 ($M) Royalty Lics.w/ Fee Royalty Lisc. No Fee $200.0

$150.0

$100.0

$50.0

$year 1 year 2 year 3 year 4 year 5

Intellectual Property
Protectable Assets
    
4D Architecture Core Algorithms as applied to games and simulation Hardware Techniques Dors based applications Current IP
 LOI for Domain exclusive rights in Interactive entertainment, Defense and Intelligence
industries to Semiotic Switch patents in US and Europe.  Registered marks for naming conventions  TM and registered marks for naming conventions
 Whatif  WorLd Processor  Dors

    

Trade secret for core of kernel Multiple game and product designs WorLd Processor Live Eye Geo Commander

IP: Architectural Concepts

Includes conceptual ideas that radically change the landscape of software development/integration, immersive simulations, and computing models. All of the below are exclusively tied into DORS and cannot be readily spun off on their own.

Examples include but are not limited to:  DORS (Digital Object Recognition System)  Key-based Kernel Services  Concept Orientation  Formula Processing (multi-platform optimization)  Runtime Code Synthesis & Self-Profiling using EXPlanations  WorLd Processing  SmartData Representation  SmartData Heisenberg Principle Representation (every read modifies)  SmartData Encrypted Execution (encryption algorithm realtime changes & operational penalty avoidance)  SmartData Self-Modification (authorship, controls, & license)  SmartData Network Distribution ( Analog vs Discrete vs Temporal scaling, redundancy, & accuracy methods)  SmartData Transaction Processing  Anti-Data  Enhancer Interface (importing current software/data/systems)

IP: Development Methods

Includes approaches that are specified by a broad method of development and do not necessarily exist at an algorithmic granularity. They take advantage of DORs technology but could be spun off into exclusives if we supply the needed algorithms and computing services.

Examples include but are not limited to:  Procedural Content via full semantic language descriptions (transcends math-equation & L-language formations of procedural generation)  Distributed Computing Using SmartData  Possibility Maps (POSMS)  Math Engine self-profiling & code generation  Rank-Buffer priority cue resource manager for provably optimal resource allocation  No-fragmentation, high-speed memory manager for true Real-Time systems  Content/Context input management for device agnosticism  Speech Recognition Dictation/Commands using adaptive cognitive network and user histories.  Protocol agnostic network delivery optimization via profiling node neighborhoods  Coexisting A.I. models cross-translation via Concept Orientation  Uncommon Sensory Mapping & Formula Representation (Smell, Taste, Balance, G-Force/Acceleration, internal sensations)  Phoneme Construction via Posms, Speech Rec, & Concept Translations  Real-time Triangle Mesh Indenting/Carving via Possibility Maps (used for game-fx, surgical simulations, and training)  Real-time alteration of tracked queries on broadly distributed SmartData.

IP: Algorithmic Solutions

Includes pure algorithmic IP that is not tied to the DORS architecture in any way.

Examples include but are not limited to:  N-Dimensional Wavelet Compression  N-Dimensional Wavelet Mixing/Signal Frequency Translations  Animation Synthesis in arbitrary spaces  Tangent Space Synthesis for non Manifold Surfaces  Pointer Indirection Profiling for Code Synthesis  Graphics Shader Run-time Composition via a Dilutable Grammar.  Real-time substance modeling addition/subtraction of volumetric shapes (used for gamefx, medical visualization, and science simulation of fluids/energies).  Mind/Thought/Topic Modeled Behavior Synthesis via Brain Hardware Mapping  Execution balancing via Topicide  Signal Domain transposition (audio to visual, etc.)  Volumetric Integration-sweeps using 3d summed area tables and GPU parallel processing  4-D interpolation curves for optimal recreation of complex data streams  SmartData Journaling/Source Control Compaction System  SmartData Culture/Preference/Classification based filtering and storage

IP: Original Content

Includes original content created by Whatif for distribution wherever we have a DORS Key (currently some BREW Cell Phones & PCs). Some titles have shared ownership/license details.

Examples include but are not limited to:  LiveEye (Video Phone, Alarm, Security & TXTing across Cell Networks & Web)  Whatif Pix (Photo Composition Communication Application)  GMTS (Training game teaching geolocation theory)  Truth or Wear (Communication Game with Social Elements)  Monster Bar (Frenetic match Arcade Game)  Gobbler (Size vs speed munching Arcade game)  Virtual Petz (Transforming pet with novel twist)  Sen (Ancient Japanese Adventure Game involving the Sengoku RPG product line)  Karv (Supernatural Shooter allowing real carving of objects)  Germ Warfare (Microscopic Human Body Adventure Game)  Madame Butterfly (Scenic Beauty moved by Music)  Lightnin (Firefly fleeing frog tongues Arcade Game)  Goblin Battle (Samurai Action Baseball Game)  MorPhun Marble Madness (Deforming Twists on classic Marble Madness Arcade Game)  Rest In Peace (Ghost Hunter saves museums from meddlesome spirits Arcade Game)  Arkham Horror (Computer version of a licensed top-selling horror Board Game)  Spirit (Native American Spirit World Adventure Game)

Whatif Financing History

 1997 $658K - contract game development  1998 bootstrapped Dors development  1999 Q3 2007 raised $4.117M
 Angel investment  31 owners (angel and sweat)
 6 groups - each represented on board

 Current Round @ $10.722M pre-money

 $605K to close round

2004 Financials
$851K expenses $150K revenue $701K loss

2005 Financials
$1.063M expenses $648K revenue $415K loss

2006 Financials
$1.147M expenses $663K revenue $484K loss

$605K to Close Round

 Programming
 Jumpstart employee search  New exporter completion  Additional physics w/ contact refinement  Preliminary Dev Kit v1.0 elements
 Save-Dor / Multi-Dor

 Production
   
Demonstration content Testing GUI content Marketing materials
  Videos Web development

 Operations
 Business development
 Presentation  Investors  Clients Contract negotiations

 Daily business requirements  Retire time sensitive debt

$6M to Accelerate Opportunity

 $3M ready stand-alone I&D Dev Kit for license (18-24 months)  $850K marketing and sales  $450K equipment / software  $400K intellectual property  $350K support infrastructure  $150K office expansion  $200K key personnel placement  $300K cost of new capital / legal  $300K contingency & jump-start commercial opportunity

Contact: Fred Skoler 617-977-0105 fskoler@whatif-productions.com

69 Trapelo Rd. Belmont, MA 02478 Ph: 617-977-0111 www.whatif.info