EXECUTIVE OVERVIEW

CONFIDENTIAL

San Francisco 49 Stevenson Street, 14th Floor San Francisco, CA 94105 (415) 974-5888 www.hlhz.com

New York Los Angeles Chicago San Francisco Washington, D.. Minneapolis Dallas Atlanta Toronto Seoul Confidential Executive Overview

This Confidential Executive Overview (“Memorandum”) has been prepared for discussion purposes only. This Memorandum is submitted on a confidential basis for use by a limited number of parties solely in connection with a potential transaction with nCUBE Corporation (the “Company”). This Memorandum is being delivered, on behalf of the Company by Houlihan Lokey Howard & Zukin Capital (“Houlihan Lokey” or the “Advisor”), to assist the recipient in deciding whether to proceed with a further investigation of the Company. By accepting this Memorandum, the recipient agrees to keep confidential the information contained herein or made available in connection with any further investigation of the Company. In addition, the recipient agrees not to reproduce this Memorandum in whole or in part, and if the recipient does not wish to pursue an investigation of the Company, the recipient will return this Memorandum to Houlihan Lokey as soon as practicable, together with any other materials relating to the Company which the recipient may have received from Houlihan Lokey or the Company.

Houlihan Lokey, as financial advisor to the Company, has relied on the Company’s representations as to the truth, accuracy and completeness of statements made herein. The Memorandum uses phrases like “the Company expects,” “the Company believes,” “the Company anticipates,” and similar phrases. These phrases do not constitute warranties or guarantees of any kind, expressed or implied, but merely represent the opinion of the Company based upon the best information available, and is subject to change without notice. Further, Houlihan Lokey and the Company expressly disclaim any and all liability for any written or oral communication transmitted or made available to an interested party. Qualified parties who are interested in pursuing a transaction will be given the opportunity to conduct a due diligence investigation and ultimately enter into an agreement containing such representations and warranties concerning the transaction and the Company as are agreed to by the parties.

The Company reserves the right to negotiate with one or more parties at any time and to enter into a definitive agreement with respect to a transaction with the Company, or to determine not to proceed with a transaction with the Company, without prior notice to you or any other party. The Company reserves the right to terminate, at any time, further participation in the investigation and proposed process by any party, and to modify any procedures without assigning any reason therefor. The Company shall have no legal commitment or obligation to any party reviewing this Memorandum, unless a written agreement regarding the transaction has been fully executed, delivered and approved by the Company, and any conditions to the Company’s obligations thereunder have been satisfied or waived.

All communications or inquiries relating to the Company or this Memorandum should be directed to the representatives of Houlihan Lokey listed below. No personnel at the Company may be contacted directly unless expressly permitted by the Advisor.

HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL I N V E S T M E N T B A N K E R S

49 Stevenson Street, 14th Floor San Francisco, California 94105-2909 (415) 974-5888

Matthew B. Venturi Jennifer S. Muller Mark J. Schade Managing Director Vice President Senior Associate

Ayesha D’Souza Senior Financial Analyst

February 2000

i Executive Summary

Company Overview nCUBE Corporation (“nCUBE” or the “Company”) (www..com) is the world’s leading supplier of highly scalable, high performance broadband streaming media systems. nCUBE’s products meet the demands of the most challenging broadband, Internet and broadcast video applications. The Company’s streaming media appliances can be scaled to serve dozens, hundreds or many thousands of simultaneous users via cable television, telecom (xDSL) and Internet Protocol (IP) networks. nCUBE’s unique hypercube architecture has significant scalability, cost and performance advantages over both general purpose servers and other appliances for video streaming applications. nCUBE also delivers total solutions that combine the Company’s streaming media systems with software applications and technical services for applications such as broadband video-on-demand (VOD), IP Streaming Media and Advertising Insertion. nCUBE was purchased in 1989 by Oracle founder & CEO Lawrence J. Ellison, whose insights and influence have been a major factor in developing nCUBE’s strategy and market focus. nCUBE is headquartered in the San Francisco Bay Area. nCUBE has unequalled experience in performing commercial installations and market trials of broadband video- on-demand (VOD) with major cable operators and telecom providers worldwide. Having many years of experience in VOD technology and installations and currently deploying the Company’s fourth generation streaming systems, nCUBE is the leading provider in those markets. The Company has in excess of 20,000 deployed broadband VOD streams representing over $55 million in revenues - more broadband on-demand video streams and revenues than any other provider in the market. The Company’s cable customers include AT&T, Adelphia, Comcast, Charter, Insight, MediaOne, Shaw, Telewest, Time Warner and UnitedGlobalCom. Telecommunications customers include Ameritech, Austria Telecom, British Telecom, Bell Atlantic, Deutsche Telekom, GTE, Israeli Telecom, NTT, Singapore Telecom and Telecom Italia.

The Company’s management believes that the leveraging of nCUBE’s global customer base, combined with the unique scalability and reliability characteristics of its products, will allow the Company to maintain its leadership position and help the Company grow to over $150 million in annual revenues by 2002. At the same time, management believes the same technical advantages that have enabled it to excel in the broadband VOD market will position it to lead the IP streaming media and caching appliance markets. Moreover, many of the Company’s VOD and ad insertion customers are likely to be among the largest purchasers of these appliances, enabling the Company to further leverage its installed base and customer relationships. nCUBE’s products are sold through a direct sales force located among seven sales and support facilities worldwide, and increasingly through local and international resellers and integrators.

The Offering nCUBE is offering $50 million of Series A Preferred Stock, or approximately ____ shares (the “Series A Shares” or the “Offering”) to a selected number of strategic investors. Each Series A Share will be convertible into one share of the Company’s common stock (“Common Stock”) upon the initial public offering of the Company’s Common Stock. To date, the Company has been primarily financed by its majority shareholder and CEO, Larry Ellison, who currently owns approximately 65 percent of the Company.

Market Opportunity

As bandwidth constraints are gradually addressed by the installation of higher-bandwidth, interactive media distribution systems, on-demand and interactive media are expected to proliferate. Forrester Research forecasts that broadband penetration in the U.S., including digital subscriber lines (DSL), and cable and satellite modems,

Houlihan Lokey Howard & Zukin Capital 2 Confidential & Restricted Executive Summary will increase from six million subscribers in 2000 to 19 million subscribers by 2002. This trend, along with the convergence of data and video and the emergence of digital set-top boxes, has created a tremendous opportunity for media companies and advertisers to provide customized and interactive programming and advertising. As a result the addressable markets for streaming media are large and growing at an unprecedented rate. The specific vertical markets of nCUBE’s server appliance products are as follows:

VOD/NVOD market. Due to bandwidth constraints and the lack of two-way digital cable networks, video-on- demand (VOD) has not been cost-effective or technologically feasible until now. Cable operators have been providing only pay per view (PPV) and near video-on-demand (NVOD) services to date. With the upgrade of systems to digital cable technology in full swing, cable operators in North America and Europe have begun to test and roll out advanced services including VOD on their digital networks. Forrester Research estimates that there will be 12 million cable subscribers with access to VOD programs generating approximately $3.1 billion in new revenues in 2005. VOD represents one of the most valuable tools cable operators possess in competing against satellite television services, and is thus on the roadmap of virtually every major cable operator in North America and Europe. In addition, VOD enables broadband operators to utilize streaming video as part of their “walled garden” or “broadband portal” e-commerce initiatives. These factors, combined with the rapid drop in the cost of streaming media systems, have substantially improved the return-on-investment prospects for VOD for broadband operators during the past 12 months.

IP Streaming Media Appliances. As high-bandwidth connections are made possible through cable modem and DSL service penetration, video is widely expected to become one of the primary communications media of the Internet and corporate Intranets. As in the case of broadband VOD, general purpose servers are not designed for the technical requirements of IP streaming media. Therefore, the market for IP streaming media appliances is forecasted to grow explosively over the next several years. Such devices originate video streams upon the request of end-user “player” applications such as the Real Networks’ Real Player or Microsoft’s Windows Media Player.

Stream and Web Caching. While IP streaming media appliances perform the needed function of originating IP media streams, stream caching products are needed on the Internet to cache these streams closer to end users. Such caching improves user experiences by reducing the likelihood of network congestion will interfere with the stream’s delivery. Caching also enables Internet service providers and web sites to minimize delivery costs by reducing the amount of web access bandwidth they need to lease in order to deliver video streams to end users. For the same reasons, it has become popular to use web cache products to cache other object types such as audio, images, animations and even large text files. The stream caching and web caching products market is forecast to grow to $3 billion in 2002, according to Dataquest, an industry research firm.

Ad Insertion Market. Broadband operators employ video server-based advertising insertion systems to show local advertisements during national cable network programming. The revenue from such local advertisements represents an important source of cash flow growth to many broadband operators. The U.S. ad insertion market has been stable and growing in the past five years. Digital ad insertion technology was introduced to the market in 1994 for inserting local ads into analog cable networks. As digital cable networks have recently begun to roll out, cable operators have the need to insert advertisements into digital cable networks. nCUBE believes this “digital program insertion” market demand will sustain the insertion equipment market growth rates seen over the past five years. In addition, there are opportunities to introduce the technology internationally as worldwide cable subscription is forecasted to grow significantly over the next several years.

Server Appliance Market. Server appliances are highly specialized that are designed and customized to provide specific dedicated applications. They are simple to integrate with other infrastructure components. Server appliances generally have low total cost of ownership and the ability to deliver sustainable, robust and scalable performance. In the case of video streaming, the high demands for storage requirements and input/output (I/O) communications bandwidth make dedicated server appliances the prime platform for the broadband operator to deploy video streaming. General purpose computers, by contrast, impose high cost and

Houlihan Lokey Howard & Zukin Capital 3 Confidential & Restricted Executive Summary operational complexities in streaming media applications. The worldwide server appliance market was estimated to be $2.2 billion in 1999 and is expected to grow at a compound annual growth rate of 64 percent to approximately $15.8 billion in 2003, according to Dataquest.

The nCUBE Solution nCUBE provides streaming media server appliances that are not only superior to general purpose computers in terms of integration and density, but they also provide higher performance and scalability than the streaming and caching appliances currently available in the marketplace. nCUBE’s core streaming media appliance, MediaCUBE 4, is the Company’s fourth generation streaming media system. This appliance employs the Company’s proprietary hypercube architecture which is optimized for video streaming. nCUBE is positioned to be the leader in each of its vertical markets due to the following technical attributes:

Most integrated and cost effective platform nCUBE’s streaming media appliances offer significant capital and operating cost savings when compared to the two alternatives commonly used: 1) general purpose or servers, or 2) other vendors’ appliances. General purpose computers tend to require significantly more hardware to deliver the same amount of streaming media than do streaming media appliances. While this makes appliances more attractive than general purpose machines, most streaming media appliances share a common weakness with general purpose machines: they do not scale to the capacities required by large ISPs, Web sites and broadband operators. Therefore, a network operator using either general purpose machines or most appliances is forced to purchase, configure and operate many additional products to create a scalable streaming media capability. Such products include:

· Layer 4-7 switches for load balancing requests from clients to the servers that process them · Routers for routing requests and data between servers and clients · Network hubs for physically interconnecting the switches, routers and servers · Streaming software · Management software · Network storage for accessible data storage · RAID software or hardware for data storage protection

With the MediaCUBE 4, all of the functionality delivered by these products is provided in one appliance. The network operator need only buy and configure the MediaCUBE using simple tools, resulting in substantial capital and operating cost savings. Moreover, because the MediaCUBE can guarantee simultaneous access to the same content by thousands of simultaneous users, the MediaCUBE requires far fewer disk drives than other approaches that require the content to be replicated over multiple servers.

Highly scalable solution with market-leading density and availability

The MediaCUBE Streaming Media System is capable of scaling up to 132 gigabits per second of video at virtually any increment with full VCR functionality. It can store thousands of titles and deliver tens of thousands of streams. The MediaCUBE is designed to scale in increments seamlessly from a few hundred to tens of thousands of streams with minimal business interruption. The MediaCUBE 4 is the most scalable and dense video streaming appliance in the marketplace. As a result, it requires less floor space, power and air conditioning than general purpose machines or other appliance platforms, yielding significant operating cost savings to customers. The MediaCUBE 4’s design also allows extremely high uptime performance and will enable virtually any component to be replaced while the rest of the system remains online.

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Multi-application streaming media appliance for broadband operators nCUBE has deployed several of the largest IP streaming media systems in the world. nCUBE’s streaming media appliances can directly output video via Ethernet, ATM, QAM and DVB-ASI interfaces, to IP/Ethernet, IP/ATM, ATM, and QAM/DVB-ASI environments and thus are capable of delivering to all broadband networks, such as cable, Internet, DSL and satellite. The appliance products can also be flexibly located/co-located in headends, hubs, network operations centers, telco central offices, ISPs and web site offices and corporate LAN environments. The MediaCUBE product is the one solution for both mid-band (200 Kb/s – 1 Mb/s) and broadband (1 Mb/s – 8 Mb/s) VOD deployment. For example, a cable operator could use a single MediaCUBE system to deliver all of its broadcast pay-per-view and high bit rate VOD for digital television customers while also serving live and cached mid-band IP video to its cable modem customers.

Investment Considerations

Large, Growing and Synergistic Market Opportunities

Dataquest expects the server appliance market to grow from $2.2 billion in 1999 to approximately $15.8 billion in 2003, representing a 64% compound annual growth rate. Dataquest also expects that approximately $2.0 billion of this $15.8 billion market opportunity will be revenue that server appliance vendors will win from traditional server vendors. In the server appliance market, there are three addressable vertical markets for nCUBE’s streaming server appliance products: (i) cable and telecom VOD/NVOD, (ii) IP video streaming and caching, and (iii) ad insertion. The market for VOD is forecasted to be approximately $3.1 billion in 2005 according to Forrester Research. The caching market is forecasted to grow to $3 billion in 2002 according to Dataquest.

The ad insertion market has been providing a stable revenue stream for the Company. Besides generating stable revenues, the ad insertion business also creates customer relationships that can be extended to the VOD/NVOD and IP streaming markets. The three combined markets not only provide cross-selling opportunities, but they also offer diverse revenue streams for the Company and the ability to deliver a comprehensive solution to broadband operators.

Superior Technology Platform nCUBE’s unique hypercube architecture provides significant scalability, cost and performance advantages to nCUBE’s customers compared to traditional server and other appliance architectures for video streaming applications. The following demonstrates the technical benefits that nCUBE’s server appliance products have over its competitors:

· More Scalable – nCUBE’s patented MediaCUBE architecture can scale from a few gigabytes of storage to terabytes of storage. It can also scale from dozens of media streams to tens of thousands of streams. Management believes that it is at least five times more scalable than any other product in the market. · More Dense – For a given number of video streams, the MediaCUBE 4 uses fewer disk drives and fewer than half the number of cables, fans and power consumption than any other platform. · More Integrated – nCUBE’s server appliance products are specifically designed to process and deliver massive number of streams and thus do not require integration of products from multiple vendors, a process that requires significant cost, time and effort.

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Proven Leader in VOD and Growing Market Share in Ad Insertion

Since 1990, nCUBE has deployed more than 17,000 VOD MPEG video streams and generated over $55 million in revenues in the VOD market worldwide. nCUBE believes this represents the largest installed VOD system and revenue base of any broadband VOD vendor. nCUBE has performed major commercial deployments and market trials with major telecom and cable providers in multiple network environments. nCUBE also has a leading position in the ad insertion market and has more than doubled its market share over the past two years. The combination of these two strong positions allows nCUBE to leverage customer relationships to provide integrated streaming media solutions to broadband providers while extending its robust VOD platform into the emerging IP video markets.

Established Industry-leading Global Customer Base nCUBE’s customers include the world’s largest cable television, media and telecommunications companies as shown in Table 1a and 1b. The Company supports its worldwide customer base through its offices in Foster City, CA, Portland, OR, Denver, CO, and internationally in Germany, the UK, Japan and China.

Superior Customer Service nCUBE provides industry-leading customer service support through its comprehensive technical service and support program that provides :

· 24 x 7 technical phone support for customers · remote problem monitoring and resolution to ensure optimum functionality of each installation · overnight shipment of spares / replenishment from local depots · installation, training and support tailored to the specific needs of the customer

Seasoned Management Team from Multiple Industries nCUBE has assembled a team of professionals with extensive experience as well as relationships from industries such as cable, telecom, computing hardware and software. The team brings a variety of skills that are essential to the success of the Company in this converging and changing broadband environment. The management team also has a proven track record of technical and management experience in other successful and high growth companies. In addition, the Company’s CEO and Director Lawrence J. Ellison is also the CEO of (“Oracle”). Mr. Ellison’s relationships and influence in Silicon Valley, coupled with Oracle’s strategic relationships with nCUBE’s potential technology partners, will continue to position the Company as a leading player in the streaming media market.

Exceptional Technical Expertise

With more than seven years of experience in video delivery and more than 100 installations worldwide, nCUBE is recognized as the industry leader in video server technology. The Company has a team of over 80 engineers that brought an average of seven years of experience from companies such as AT&T Bell Laboratories, Sequent Systems and .

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Business Strategy

The Company’s goal is to maintain and extend its position as the leading supplier of streaming media systems for VOD, Internet applications and broadband broadcast in order to capitalize on the high growth of these large emerging markets. To achieve this objective, the Company’s business strategy includes the following key components:

Expand Market Opportunity nCUBE has emerged as the leader in video delivery with its highly scalable, dense and robust technology platform. The Company continues to perform trials with major telecom and cable operators. As VOD has become economically more viable, nCUBE is well positioned to leverage its market trial relationships into commercial deployments. nCUBE will also continue to pursue new cable and telecom customer opportunities in the VOD market through established relationships from the Company’s ad insertion business. In addition, with nCUBE’s experience and technical expertise in streaming media systems, the Company is aggressively pursuing ISPs, existing customers and network providers to adopt its server appliance products for IP video streaming and caching.

Maintain Technological Leadership

In addition to maintaining the scalability and density advantages of its technology platform, nCUBE plans to add additional product functionality to its streaming media appliance to lower the customers’ overall costs and address the emergence of Internet video streaming and interactive television. These features include IP video streaming and caching, MPEG scrambling and multiplexing, and Personalized Television or Digital Video Recorder (DVR) functionality. The Company will also invest in developing software applications to integrate with additional network environments, interactive TV software platforms and customer premise equipment.

Continue Development of Key Strategic Relationships

The Company continues to seek additional channel partners, cable/DSL equipment vendors, interactive TV software developers and IP streaming software vendors to integrate and adopt nCUBE’s streaming media server appliances as part of their solutions for broadband operators. These relationships will enable the cross selling of products and the joint technological development that can provide a comprehensive integrated hardware and software product that addresses the specific needs of broadband operators.

Expand International Presence nCUBE continues to increase its installed base of major customers worldwide in the video delivery market. International customers account for approximately 30 percent of total revenues in fiscal year 1999. The Company plans to leverage these relationships to cross-sell products in ad insertion and IP video streaming in the U.S. and international markets. The Company is expanding its direct and indirect sales coverage worldwide and is adding new technical expertise in ad insertion and IP video streaming to support and market its new products.

Continue to Provide Superior Customer Service and Support nCUBE’s products operate in environments where continuous operation is critical. Providing a high level of service and support gives nCUBE a competitive advantage and are differentiating factors in developing key customer relationships.

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Products Overview

MediaCUBE 4

MediaCUBE 4 is a massively parallel content storage and delivery system. It is nCUBE’s fourth generation super computer, and has been in development for three years. It leverages the same hypercube switching technology that nCUBE refined and implemented in its previous three system generations. The first customer shipment of the MediaCUBE 4 took place in December 1999.

The building block of the MediaCUBE 4 server is the MediaHUB, a compact yet powerful computer containing all the components needed to operate as an independent video server, including hard disk drives, output modules, and a CPU. A single MediaHUB can deliver up to 500 mbps of video in up to 1000 streams. nCUBE’s hypercubes are fully configurable up to 256 MediaHUBs and can be connected in any combination to function as a single server, providing unmatched scalability and flexibility for applications such as VOD, NVOD and time shifting. The technical benefits of nCUBE’s server appliance products are summarized as follows:

· Granular Scaling – A single MediaCUBE server can be configured to stream up to 132 gigabits/second at virtually any increment, while requiring only a single copy of each file. For example, the MediaCUBE can enable 44,000 customers to watch the same high resolution (3 Mb/s) movie at the same time with full VCR control over each stream, while using only a single copy of the movie file. · Highly available – nCUBE’s patented MediaCUBE architecture enables the system to continue streaming video while swapping a disk drive, output module or an entire streaming server appliance (“MediaHUB”). · Support for multiple network environments – The MediaCUBE is capable of supporting multiple output network environments, including Ethernet, ATM, DVB-ASI and QAM. · Density – The MediaCUBE 4 requires less rack space than any other platform for both small-scale and large-scale video servers. A standard 19” rack can contain eight MediaHUBs delivering more than 4 gigabits/second of streaming media. Moreover, for a given number of video streams, the MediaCUBE 4 uses fewer disk drives, cables, fans and power supplies than any other platform. · Integration – nCUBE’s server appliance products are specifically designed to process and deliver massive number of streams and thus do not require integration of products from multiple vendors, a process that requires significant cost, time and effort.

MediaCUBE 4 for VOD Applications

In order to use the MediaCUBE 4 in a VOD or NVOD deployment, broadband operators need various applications to manage the MediaCUBE, manage the network bandwidth, allow VOD titles to be loaded onto the system and ordered by consumers, obtain transaction information needed for billing, and implement signaling in the network for functions such as stream “start” and “fast forward” commands. nCUBE provides a suite of products under the brand name of “SkyVOD” that provide this functionality. The SkyVOD products run in both the server facility – typically a cable television headend or telephone central office – and on the consumer client device (PC or set-top box.) The SkyVOD products enable the MediaCUBE appliances to be integrated with a large number of third party products to make a total solution. These third party products include digital set-top boxes, set-top middleware, billing systems, conditional access and encryption systems, network resource management systems, and network and system monitoring and management systems. The SkyVOD product suite enables VOD and NVOD services to be deployed and managed using a minimal number of customer personnel.

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MediaCUBE 4 for IP Video Streaming and Caching

MediaCUBE 4 can be configured and optimized with specialized software for IP video streaming and caching. nCUBE has been shipping its MediaCUBE streaming media systems for IP video applications for several years. These shipments have included several of the largest IP streaming media systems deployed by any vendor. All of nCUBE’s IP video shipments to date have been used for relatively high data rate applications – at least 1.5 megabits per second per stream – using the MPEG compression scheme. Most large Web sites, Internet Service Providers and other customers of IP streaming media products have started to focus on “mid-band” video streaming, i.e., 256 kilobits/second – 1 megabit/second. The dominant compression technologies optimized for these data rates include Apple’s QuickTime, Real Networks’ Real Video, Microsoft’s Windows Media Technology (WMT), and the international standard MPEG-4. Moreover, the products needed by mid-band video customers include not just VOD streaming, but also stream caching, stream “splitting” or “reflecting” and HTTP and DNS caching.

Stream caching allows a stream to be stored in and played from a device located closer to end-users than the originating stream server, which raises the quality of the delivered stream while reducing Internet backbone traffic. Stream splitting and reflecting allow multiple end users to share access to a single stream of a live event being broadcast over the Internet or a private IP network. HTTP and DNS caching provide the benefits offered by stream caching to other object types such as GIF and JPEG images, animations and text. nCUBE is working with several third parties to deliver MediaCUBE appliances capable of mid-band IP streaming, caching, splitting and reflecting, and HTTP and DNS caching. These appliances will retain all of the scalability, reliability and density benefits that have distinguished nCUBE’s products in the broadband VOD market. nCUBE anticipates shipping its first appliance for mid-band IP streaming in the second quarter of 2000. This product will support “standards-based” mid-band IP video, including QuickTime and MPEG-4. nCUBE is working with both Real Networks and Microsoft on its plans to add support for streaming Real Video and Windows Media in subsequent releases. nCUBE intends to add support for IP stream caching, splitting and reflecting in the fourth quarter of 2000, and for HTTP and DNS caching in the first half of 2001.

Ad Insertion Products nCUBE’s Digital Advertising Insertion systems, which were obtained through the acquisition of SkyConnect in June 1999, use streaming media technology to enable broadband television operators to insert local video into nationally distributed networks. Operators use these systems to generate revenue from the sale of advertising time and to promote their service offerings to their customers. nCUBE’s digital ad insertion systems gained substantial market share in 1998 and 1999. This success is attributed to the product’s scalability and reliability, and also to the superior customer service provided as part of the digital ad insertion solution. nCUBE’s ad insertion products are described as follows:

SkyVision Management System: The SkyVision management system displays the configuration of an entire ad insertion system on a single screen. The graphical user interface shows history, status and a real-time view of scheduled events and has the capability to insert, delete and modify events by dragging and dropping spots from one avail to another.

Headend Ad Insertion Video Servers: The HE-440 and HE 516 Headend Insertion Units provide a scalable solution to provide broadcast quality digital ad insertion to small and large markets alike.

Matrix Decoder Switches: The MDS-series of MPEG-2 decoders and switches provides a cost-effective and dense means to decode streaming video and switch it into analog network video feeds.

Digital Program Insertion: In order to enable broadband operators to insert local video into digital television signals, nCUBE has developed “digital program insertion” (DPI) technology in conjunction with its partners

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Terayon Communications Systems and Cisco Systems. At this time, nCUBE’s DPI solution is the only such product that enables the broadband operator to insert into both digital cable networks and analog cable networks simultaneously from the same streaming media system, which will enable its customers to save on capital and operating costs when compared with approaches that require dedicated streaming media systems for each video format.

Traffic and Billing Software: nCUBE’s AdVision software system enables a cable system to convert ad sales contracts into schedules governing which ads are shown on which channels at which times.

Integrated Solutions

Many of the Company’s customers prefer to purchase integrated solutions rather than individual products that they must integrate to perform a particular application. As a result, the Company has developed extensive applications software and technical services offerings that it combines with its video server products to create total customer solutions. In addition, nCUBE provides certain customers with business modeling services to help them determine whether the Company’s products or solutions offer an attractive return-on-investment to those customers. The Company’s solutions focus primarily on the VOD and Ad Insertion markets. nCUBE’s VOD solutions also provide a complete suite of software applications for content management, asset management, “connection” or bandwidth management, client device stream control, and system monitoring and management. Many of the software modules provided by nCUBE must be integrated with third party systems such as billing systems, conditional access and encryption systems, system management products such as SNMP-managers, and set-top software such as operating systems, set-top middleware and electronic program guides. nCUBE also provides a range of technical services including program management, systems integration, site survey and installation services, training, system acceptance testing, warranty execution, and 24x7 telephone support. In many cases, nCUBE functions as the prime contractor on VOD programs, integrating multiple third party components to deliver a total solution for the customer. nCUBE’s Ad Insertion solutions integrate hardware components from several third party vendors, provide extensive applications software to manage and execute the advertising insertion application, and provide technical services similar to those provided for VOD Solutions. nCUBE functions as the prime contractor in all Ad Insertion sales, providing customers with a single point of contact for every product and service included in the Solution.

Customers nCUBE’s video streaming appliances have been provided to a variety of customers worldwide including cable operators, telecom providers, hospitality businesses, large corporation for business communications and channel partners. nCUBE’s customers include:

TABLE 1a : VOD/NVOD Alcatel Deutsche Telekom NEC America Telecom Italia Ameritech New Media Elmsdale Media NTT Telecom New Zealand Austria TA Freelinq Reltec/Marconi Telewest Bell Atlantic GTE Rockwell Collins Telstra (Australia) Bertelsmann Broadband Hitachi Shaw Communications Time Warner Cable BEZEQ Hong Kong Telecom Singtel University of Michigan British Telecom Hunan Province FOCI SourceNet US Army CAN-TV ING Bank Stellar One Western Reserve Life Chicago Beach Hotel Kingston Comm. Super-R Intl Yes Television CTC Lockheed Telecom Eirann Yokohama MPT Demand Video Motorola

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TABLE 1b : AD INSERTION AT&T Comcast Intermedia Rutter Adelphia Falcon Communications Jones Intercable Sunflower Adlink Fanch Cablevision Marcus Cable Target Select Cable Ad Ameritech New Media FrontierVision MediaOne TeleMedia Bell South GTE Pegasus TimeWarner Charter Insight Pioneer UnitedGlobalCom

Partnerships

Reseller Partners

Several third party companies resell nCUBE MediaCUBE systems as part of a total VOD solution that they provide to particular vertical markets. Such resellers include Rockwell Collins Passenger Systems (in-flight entertainment systems), Marconi (DSL VOD), Demand Video (cable VOD), Elmsdale Media (cable and DSL VOD) and SourceMedia (DSL VOD).

Supplier Partners nCUBE resells products from several third party companies as part of its VOD, NVOD, IP Video and Ad Insertion product lines. These companies include Compaq, Oracle, and Terayon.

Integration Partners nCUBE works with a large number of third party companies to integrate its products with theirs in order to provide customers with total solutions. In these cases, nCUBE and the other party each sells its products directly to the customer. Such partners include Alcatel, Cisco, Harmonic, Liberate, Newbridge Networks, Microsoft, Motorola, NagraVision, Pace Microsystems and Scientific-Atlanta.

Management and Directors Profiles

Lawrence J. Ellison, CEO and Director, is also currently nCUBE’s major shareholder. Mr. Ellison is also the Chairman and Chief Executive Officer of Oracle. Mr. Ellison has been the CEO of Oracle since he founded the company in 1977. Mr. Ellison has received numerous honors and awards, including Entrepreneur of the Year from the Harvard School of Business. Mr. Ellison sits on the boards of Apple Computer, Inc., Liberate Technologies, Inc. and the Dian Fossey Gorilla Fund.

Michael J. Pohl, President, was formerly president/CEO of SkyConnect, Inc. Mr. Pohl was named president of nCUBE in July 1999 when the Company acquired SkyConnect. Prior to joining SkyConnect, Mr. Pohl directed corporate development for Douglas Communications Corp. II (“DCC II”), which owned and operated several broadband businesses, with responsibility for acquisitions, divestitures, new ventures, programming, marketing and re-franchising activities. Mr. Pohl was employed at DCC II from 1986 to 1996. Before joining DCC II, Mr. Pohl was Senior Vice President of Corporate Development for Tribune Cable Communications from 1981 to 1986, where he administered government, corporate, public and media relations. Mr. Pohl previously served as Director of the White House Media Advance Office under President Jimmy Carter. Mr. Pohl is a former board member of VR1, Inc., a developer of interactive multi-player on virtual reality game platforms and is an active member of the National Cable Television Association and Cable and Telecommunication Association for Marketing.

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Ian Johnstone, Chief Operating Officer,Vice President of Engineering, and Assistant Secretary, joined nCUBE in 1994 to lead the software development effort for nCUBE’s second generation video server. Between 1994 and 1999, nCUBE released its second generation video server, and is completing work on its third generation system. In 1997, while retaining his Vice President of Engineering responsibilities, Mr Johnstone was made Chief Operating Office of nCUBE. Mr. Johnstone was Vice President of Software at Teloquent Communications, Billerica, Massachusetts from 1992 to 1994, where he was responsible for ISDN system and application software development. From 1984 to 1992, Mr. Johnstone led Software development. From 1979 to 1984, Mr. Johnstone held various management and technical positions with AT&T’s Bell Laboratories, leading teams for the development of networking, UNIX multiprocessing, and large UNIX systems. Mr. Johnstone holds a B.Sc. with Honors in Computer Science and Applied Mathematics from the University of New South Wales, Sydney, Australia.

Mary Beth Myrdal, Chief Financial Officer and Director, joined nCUBE in 1994.Before joining nCUBE Ms. Myrdal held positions with the venture capital firm of Technology Venture Investors, Menlo Park, California (1988 to 1990), and in management consulting with Coopers & Lybrand, San Francisco, California (1992 to 1994). Ms. Myrdal holds a BA in Economics, being elected to Phi Beta Kappa, and MBA from the University of California at Berkeley. She is a Certified Public Accountant in the State of California.

Daniel Sheeran, Senior Vice President, Product Management. Prior to the nCUBE merger with SkyConnect, Mr. Sheeran served as Executive Vice President of Product Management for SkyConnect, where his duties included managing product development, product planning, strategic planning, and mergers and acquisitions. Prior to joining SkyConnect in 1993, Mr Sheeran was a senior analyst at Maroon Bells Capital Partners, a merchant bank specializing in emerging telecommunications and software companies. He holds a Master in Management from the Kellogg School at Northwestern University, and a Bachelor of Science from Georgetown University.

Elizabeth M. Nolan, Vice President, Worldwide Services and Support. Prior to joining nCUBE in 2000, Ms. Nolan was a Director for corporate strategy development with Compaq Computer Corporation (1998 to 2000), held positions in sales management, finance management, general management, including running a 1,200- person customer support organization for Digital Equipment Corporation (1987 to 1998), and worked on corporate finance staff at Unisys Corp. (1985 to 1987). Ms. Nolan holds a M.Sc. in Physics from the Warsaw Polytechnic University in Poland, and an M.B.A. in Finance from the Anderson School of Management at U.C.L.A.

William W. Becker, Director, had been Chairman of the Board of Directors of SkyConnect since its formation in October 1992. He was an initial investor and developer of ICG Communication, Inc. (“ICG”), formerly IntelCom Group, Inc., which is one of the largest competitive access telephone companies in the . Mr. Becker has founded and controls a number of companies involved in telecommunications, cable television, oil and gas, real estate development, and other industries. Mr. Becker also serves as a Director for Telemetrix Inc., Transdigital Communications Corp. and e¬star Inc.

Philip Simon, Director, has been a partner with Howson & Simon CPAs L.L.P. since 1981. He has more than 20 years experience in consulting on tax and business matters. Mr. Simon holds an A.B. from Yale University and a J.D. from Stanford Law School. He is a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants.

Houlihan Lokey Howard & Zukin Capital 12 Confidential & Restricted Executive Summary

Ownership Structure

ESTIMATED OWNERSHIP AS OF MARCH 31, 2000 (PRE-INVESTMENT, FULLY DILUTED) Shareholders % of Total Total Shares Larry Ellison 64.7% 6,061,419 Becker Entities Shares, Options and Warrants 13.5% 1,263,609 Other StockHolders 3.7% 349,232 Other Warrant Holders 0.4% 33,375 Management Options and Warrants 10.0% 936,166 Other Employee Options 7.7% 717,857 Total 100.0% 9,361,658

Use of Proceeds

The gross proceeds to nCUBE from the sale of _____ shares of Series A Preferred Stock offered hereby are estimated to be approximately $50 million. The primary purpose of the Offering is to fund product enhancements and certain capital expenditures, provide working capital for general corporate purposes and expand sales and marketing initiatives.

nCUBE CORPORATION SOURCES AND USES OF FUNDS ($ in thousands) Sources Uses

Series A Preferred Stock $50,000 Product Enhancements $25,000

Working Capital and Capital Expenditures 12,250 Sales and Marketing 10,000 Transaction Costs and Expenses 2,750

Total Sources $50,000 Total Uses $50,000

Houlihan Lokey Howard & Zukin Capital 13 Confidential & Restricted