Founder, CEO

We are searching for a Business Partner/CEO to establish a new company. Guinness Telli*Phone will license the exclusive right to its technology, assets and business plans to the new company managed by the new CEO.

Guinness has invested over $6 million to develop software for a local information platform with simple search tools for people to target specific local products and services (see the prototype Telli Marin at www.telli.com). Initial listings for the platforms are provided by AT&T.

Also, the platform contains simple tools for people to create colorful information about local events, and classifieds.

In addition, the platform contains simple administrator tools for qualified people to manage the local platform and produce web content from a computer or laptop at a secure URL site in a server maintained by the Guinness (see, Telli Summary at www.telli.com/summary).

The plan is to set up platforms in areas across the United States, populated with local listings, and franchise these platforms to marketing people, living in the areas, to manage as their own mini search sites. This in turn will build a major search network with the potential of exploiting national opportunities as the network grows.

Local managers will generate income from businesses subscribing to the platforms and paying them to produce TelliPages (simple web pages of information) to highlight their products and services on the platforms.

For the project to move forward and expand in the marketplace successfully, Guinness believes a minimum of $3 million must be raised to finance the venture (see Telli Cash Flows).

Since

investing the $6 million, Guinness has been unable to raise the required

capital to move forward with the project. So, we propose to establish a new company with a clean balance sheet. Guinness will transfer the assets and rights for its systems, business plans and software to the new company.

The new company will be founded and managed by a qualified CEO whose team will raise capital and move the project forward. The new CEO will determine his or her remuneration and equity position. In exchange for the rights to its systems and software, Guinness will receive a minority stock interest in the new company, royalties from the new company based on its revenues and a small cash payment as an advance against future royalties.

The present stockholders in Guinness Telli*Phone will benefit from royalties received from the new company and proceeds from the shares in the new company in the event it goes public.

Lawrence Guinness

Lguinness@telli.com