XLFunding

Measuring Your Lifestyle

V23

Opportunity Overview

February 2012

Confidential Property of XactLife, Inc. 2 2/18/2014

The Idea

XactLife® is a new venture building a “Nutrition Brain™”

as part of a unified Lifestyle Enhancement System

XactLife is an immersive environment with a semantic “Nutrition Brain”

that learns and thinks for users.

Natural language searches for foods, recipes, fitness and health

related items deliver certified, ‘smart nutrition’ that may be ranked,

adjusted and re-calculated.

The “Brain” can extend collective intelligence for individuals, families

and friends to programs ranging from specialized diets to wellness

plans.

XactLife represents a revolutionary approach to a huge market that is

massively underserved.


Key Issues

• Google searches November 2011 for “Diet, Weight Loss, Recipes” = 380 million

• Recipe sites had 46 million visitors in Sept 2011

• Fitness clubs had 45 million members in 2011 ($19 billion) 1

• 46% of population trying to loose weight, 32% want to eat healthy, 24% not concerned 2

• 68% of American are obese, 48% of Europeans are obese (increased 5% 2009-2010) 3

• 74% of dieters don’t believe program claims (need to be empowered with facts) 3

• 30% of women want to diet online, 57% interested in cooking/buying healthy 4

1 Time Magazine, Aug 2011, “Why exercise won’t make you thin.”

2 Research and Markets for Health, March 2011

3 Diet Watchers, Nov 2010

4 Packaged Facts, Consumer Markets, Feb 2010


The Problem & Answer

XactLife will leverage social networking

behaviors, but will extend beyond

information sharing using the Nutrition

Brain to empower and guide users in life

changing decisions for diet and wellness

online, in-stores or on the go.

With thousands of sites for diets, recipes, fitness, andwellness, no one is providing a single viewpoint unitingthese elements into a collective, personalized solution.

Technomics Research found after New York menu-labeling law took

effect, 82% said calorie disclosures are affecting what they order.

Wall Street Journal, July 2011


The Opportunity

Solutions are scattered across the map. The total available market (TAM=$140b) is massive and grossly underserved by general search and magazine sites. Global application and total revenues have “Google-size Potential.”

Market potential (U.S. forecasts 2010) spending we can leverage


A Unified Approach to Thinking About Food, Nutrition and Wellness

Leveraging next generation Web-technology, the XactLife Brain can retrieve comprehensive nutritional facts for any

food or entrée and recommend adjustments and solutions to meet a user’s individual or family lifestyle needs. The

XactLife Brain thinks and learns “on-the-go” to assist users in achieving their diet, fitness and wellness goals.

View Online Flash Animation >

http://www.xactlife.com/overview


Competition

There is no truly unified approach to

the issues of nutrition and wellness.

Most applications have a singular

focus (diet, health or other areas) and

don't try to integrate the solutions.

There are about 6,000 sites in the

areas of diet, recipes, cooking and

wellness. They range from simple to

good general search engines to

general information.

Most are focused on selling

magazines, publications or cookbooks.

Shown here are some of the typical

go-to sites for these solutions.

• eDiets (#1 diets) growing 35%/Qtr.

• 1.3m downloads of eDiets mobile (‘08)

• AllRecipes (#1 recipes) growing 50%/yr.

• WebMD (#1 wellness) growing 39%/yr.

Source: Marketdata Enterprises, 2009


Technology – Intellectual Property Web 3.0 Data Model

Current social sites are basic table searches (Web 2.0). Using Web 3.0

Data Model technology, XL360™ is driven by a semantic inference engine

to link subject matter models to content and collective intelligence

(behaviors) to actually ‘think’ based on the user’s preferences or behavior

patterns.

XL360 is one of the first major implementations of the Web 3.0 Data Model

in a practical application. Resource Description Framework (RDF) is an

architectural design element for linking simple input and page views to

create a smart-guess and generate optimal search results, predetermined

diets and menus, and suggest fitness/health programs. This way, the user

will be more likely to input personal and family details or even subscribe to

XactPrimo services after they see how smart the system is with little input.

Additionally content is pulled from our predefined index from ESHA

Research (USDA certified) database with 70,000 food groups and recipes,

plus filtered global information from partners and user contributions. This

will be the largest resource portal available anywhere.

Wikies will be utilized to create subject matter content contributed by

experts in the medical, food, cooking, and fitness industries to extend the

knowledge in the Data Models. This technology will allow creation of

content for a specified user community like “my cooking circle.”

* We have negotiated strategic relationships with ESHA Research,

Baynote and Wolfram Research as components for the solutions to reduce

build costs and time to market. This gives us tremendous advantage over

other solutions. Product development will in the U.S. with outsourcing of

large code for the RDF component (Russia) and mobile apps (India) with

organizations we have worked with before.


Key Product Modules & Features

XactDietsTM

Generate custom diets, diet shaker (variety), link to Outlook calendar or mobile, link to national

brands, use nutrition facts, monitor plan vs. actual, weigh in using Bluetooth scale.

XactRecipesTM

Single source recipe searches, find cookbooks and favorite chefs, auto-insert substitutions or

profile metrics and recalculate nutrition, manage ethnicity – costs – family – medical.

XactMenusTM

Generate custom menus, menu shaker varies meals, build meals from recipe searches,

XactPrimo users can certify menus (chefs, restaurants), forecast weigh/health.

XactMobileTM

Run mobile for XactEntreeTM to find meal values, get shopping reminders, manage menus,

manage diets, get coaching and support on the go.

XactMedicTM

Generate custom diets, diet shaker (variety), link to Outlook calendar or mobile, link to national

brands, use nutrition facts, monitor plan vs. actual, weigh in using Bluetooth scale.

Collective Intelligence

The Nutrition BrainTM gets smarter as you use it. Behavior groups a refined to fit your profile.

XL360 translates to any language or measurement scale.

XactPrimoTM & XactPalsTM

XactPrimo is for advanced users (subscriptions) to get personal support for diets and nutrition.

We link to all social networks but maintain privacy via your own network of XactPals.


Competition - Comparisons

Unique Solution

Unlike a individual recipe, diet, food or

fitness site, XactLife matches entries with

nutritional information from certified data

stores (USDA/FDA/ESHA), and evaluates

ingredients linked to partner content for the

richest, most exacting possible experience.

Designed for anyone interested in diet,

nutrition and wellness, or just curious about

“what’s in that,” XactLife will be the “got-to”

site for adults “on-the-go” to help them

achieve their lifestyle goals. With a global

approach to all things food-nutrition-

wellness, we provide a unified approach to

food intelligence coupled with the ability for

the user to modified content to be effectively

applied to a user’s individual or family

lifestyle.

Statement of Uniqueness: ESHA Research is the

market leader in nutrition facts for the government,

military, schools and industry for the last 30 years:“We feel that XactLife has a unique solution compared to

the multitude of separate, yet similar, applications for

recipes, diet and nutrition we seen in several decades. The

end product should yield a valuable proprietary and

intellectual property asset for XactLife.”

Layne Westover

Vice President, Marketing and Business Development

ESHA Research, Inc.


Go to Market

General Launch

For rapid go to market delivery, we will use vendor and partner solutions for USDA/FDA data and analysis that can be

modified, plus solutions such as ChoiceStream for targeted advertising revenues. Xact360 will be a unique and

patentable intellectual property of XactLife.

Key launch elements include:

• Search Engine Optimization (SEO) using Google

• PPC revenue advertising model

• Network show promotion (e.g. Eye on the Bay, CBS, Liam Mayclem, Good Morning America, Oprah)

• Press and Web announcements – Red Umbrella agency (Advisor)

• In-box-promotions – inserts in select product packages

• Health club affiliation

• Radio spots

• TV spots built for Web & YouTube

Strategies for driving traffic to the XactLife family of sites.

• Search engine optimization to position XactLife in the top 5 search results for relevant terms;

• Advanced pay-per-click strategies to drive highly profitable users to targeted offerings;

• Extensive integration with social media and networking sites such as Facebook, YouTube, and lifestyle blogs;

• And, global promotions through contacts at ABC, NBC and other network promotions.

Business Model Revenues

1. Highly targeted CPM-based banner advertising;

2. Subscription revenue from our XactPrimo line of advanced nutrition and Lifestyle Enrichment tools;

3. Bullseye advertising banners (BAB) specific to user profiles and collective intelligence versus general ad SPAM;

4. Affiliate revenue from sales of diet, recipe and wellness-related products;

5. And, revenue from the certification of menus of some of the over 1 million dining establishments in the US. We are

working with the USDA to be first in this space and will own this market.


Timeline


Management Team

.

Bob Mack Peak - Founder & CEOBob is a senior executive withextensive backgrounds in productdevelopment, sales, and marketingfor the hardware, software, financialservices and entertainmentindustries. Bob is currently CEO ofBeamit Communications, a digitalmarketing integration firm providing

brand, launch and promotional services to enterpriseslike Cisco, Sun, IBM, DEC, Fujitsu, MGM, and AppliedMaterials as well as a number of startups and .comenterprises. Bob was the Vice President of Marketing forBrandsoft, a new technology company attempting tobuild a Semantic Web implementation of Web sitepublishing for large-scale operations. As VP ofWorldwide Sales for Computer Associates, Bob managedenterprise sales for the US, Europe and Asia.

As Director of New Ventures & 3rd Party Marketing atTandem Computers, Bob was part of Tandem'sdominant growth in NonStop Computing from $100million in sales to over $2.6 billion in 6 years. Bobdelivered growth from 12 partners in the banking sectorto 650 partners supporting 11 vertical markets.

Bob began his career as VP of Engineering for DataProcessing Enterprises developing applications for LA-based entertainment and retail firms. As a foundingexecutive with three technology startups, Bob was withthese companies from the garage stage to IPO or globalacquisition.

Bob holds a BBA in Marketing from the University ofTexas, graduate work in Finance at Cal State Long Beachand an advanced degree in Systems & Programmingfrom Houston Tech.

Before that role, Peter worked for over 5 years at Yahoo!where he headed up Business Development and FinancialOperations for Yahoo! Small Business, a $180M group.

Prior to Yahoo!, Peter was co-founder and VP ofMarketing at Aeroprise, a wireless middleware provider.Peter began his career as a sales representative with IBMin Boston where he was named to the Golden Circle, aprestigious award for the top 5% of IBM sales peopleworldwide. Peter received a Master in BusinessAdministration degree from Harvard Business School anda Bachelor of Science degree in Electrical Engineeringfrom the University of Virginia.

Dina Kelley – Co-FounderVP Food, Nutrition and FitnessDina has an extensive background inconsumer goods marketing andenterprise software/hardwaresolutions delivery. Previously Dinamanaged global marketing forPlatform Solutions and SoftekFujitsu. Dina was brand manager for

US operations of a Japanese national corporation andowned her own event and fashion modeling agency priorto that. Dina is currently launching a major venture in LasVegas on the scale of Universal Theme Parks. Dina holds adegree in Home Economics Journalism and Foods andNutrition from Iowa State University and is activelyinvolved in local community events and women’sorganizations.

Robert Cronin – Co-Founder / CMO & Bus DevRobert is a senior executive in product development, sales, and marketing for the hardware, software and financial services industries. Robert expertise is in developing large-scale partnerships vertical markets. Prior positions include executive roles with CSC, Computer Associates, Tandem Computers, Amdahl Corporation, and Fujitsu establishing third party reseller programs that significantly increased sales and distribution markets world-wide. His skills at market forecast and understanding, development, creativity and partner management helped third parties he worked with contribute to the rising success of these major technology companies. Additionally, Robert has founded 4 start-up companies: Wye Technologies, SUMA Technologies, Second Opinion Medical Systems and Palms Prepaid. Ranging from technology systems to medical services and financial services, these companies focused on partnering and vertical market development.

Robert has a degree from University of Washington, Seattle, and graduate work at University of Santa Clara. Robert was a U.S. Army Artillery officer. Robert is also an accomplished artist and musician.

Peter Dayton – Co-Founder, CFOPeter Dayton brings over 20 years offinance, operations, and sales &marketing experience to XactLife.Peter was most recently CFO ofPosition2, a leading search enginemarketing firm based in Santa Clara.


Key Advisors

CTO/Web 3.0: Frank Careccia – Chief architect/visionary for Semantic Web 3.0 Data Model, BMC, Obopay, Borland, CellFire

Celebrity Endorsement: Ollie Nutt – AT&T Golf CEO, works for Clint Eastwood, connected to large celebrity/CEO base

Channels/Distribution: Ron Rohner - Silicon Valley’s leading channels strategy group (Sun, Microsoft, Apple…)

Chef Services: Erika Heinemann – Former exec chef French Laundry, CCA, New York Times celeb, CEO Savvy Wine Food

Diet / Nutrition Systems: Layne Westover – RD, VP ESHA Systems, Salem, OR – Industry leading diet/nutrition systems

Education: Ruth S. MacDonald, RD, PhD - Professor and Department Chair, Food Science and Human Nutrition, Iowa State

Energy/Green Initiatives: Dr. Jeff T.H. Pon - Director of Human Capital, D.C. – Links to USDA, government initiatives

Legal: Mike Rodenbaugh – Former domain/trademarks for Yahoo!, head of ICANN (int’l web domain committee)

Mobile: Edwin Vincent – Mobile Application Development (MAD, Inc.) India development team

Psychology: Dr. Sharon Kantor - Nationally recognized psychologist, works with Stanford University, charities

TV & Radio Networks: Liam Mayclem – CBS Channel 5 SF correspondent for Eye on the Bay, network referrals, news

Research: Haldane King – Recognized global research firm for Fortune 500, healthcare, etc. Harvard MBA, Obama connection

Webb Services: Kim Webb - Large-scale San Francisco Web design and commercial production organization

We have over 20 advisors in key areas, these are some of the key advisors. Several of our advisors will join full-time upon funding


Forecasts

Forecasts

We have specific revenue strategies (unlike the social sites) including:

• Advertising: Highly targeted displays that really know what the user is interested in

• Product/affiliate commissions: As a distribution channel, XactLife can earn product sales commissions. Add-on of

future XactLife products are included.

• Product Downloads for mobile applications

• Subscriptions:

•XactPrimo users will have extended services available to them for an annual subscription fee

•Restaurant Seal Program will have an annual fee to certified menus, refer diners and comply with USDA

Most social sites have not achieved revenue expectations or don’t really have a revenue model. We have segmented

our revenue forecasts into the above categories and expect them to be very conservative. Our users have input specific

information that allows us to advertise or gain subscriptions easier than a social site. Users are incented to give us

detailed profiles to make their searches more effect. The Brain learns as they use the system and becomes smarter

and more impactful as usage grows.

Forecasts next page


Forecasts

Funding Desired:Complete funding total = $2.500 million

Optional:

>Proof of Concept $120K

>Rel 1.0 Build add $480K

>’A’ Round (go-to-mkt) added $ 1.9 million

A extensive model with all metrics and variable is available

for due diligence.

Exit strategy: Acquisition 36 months, target share price $120.


Company Financials

Founder’s Equity

Total investment to date: $325,000.

The founder and co-founders have been working on this proposition for 15 months. Current investment is includes cash, assets, research

and testing, and time. Our advisory group has been active for the last 6 months and they have put in considerable sweat equity, specifically

Webb Design with design and creative services.

Company & Stock

The company was incorporated in Sept 2008, in business as a “C” Corporation effect Oct 1, 2008 in California. The name XactLife® was

trademarked with the incorporation and is now a registered mark. Offices are in Silicon Valley. We have authorized Common Stock (10

million) and Preferred Stock (10 million) shares. Common shares have been allocated to Key Stockholders. Some people (*) have their

companies or other jobs but are key stockholders to leverage resources from their companies.

Key Stockholders (Common)

Robert Peak – CEO

Peter Dayton – CFO, strategy

Dina Kelley* – VP Food & Nutrition

Lynn Presley – Secretary, Accounting

Frank Careccia* – Advisor, CTO & Development

Kim Webb* – Advisor Web Dev. Services

Robert Cronin – CMO, Bus Dev

Advisor Shares (Common)

Mike Rodenbaugh – Legal

Leighs Church – Financial, funding services

Dr. Sharon Kantor Church – Psychology, charity

Erika Heinemann – Professional chef Services

Kristie Madison – USDA Liaison, D.C. connections

Ron Rohner – Distribution analysis

Chris Heinemann – Advisor, VP Marketing

Liam Mayclem – CBS SF5 Eye on the Bay co-host

Dr. Jeff T.H. Pon – Deputy Director Energy, D.C.

Laura Andrus – Sales channels, funding sources

* These people have their own companies

or other jobs and may join after funding.


Summary

•XactLife will address a huge market opportunity: $140 billion, 100 million Americans, 280 million

page searches per month.

•We will be the easiest to use, most intuitive, most accurate search and measure engine available.

•We will introduce unique new concepts to target users: Meal builder, diet & menu shakers,

restaurant nutrition certification, mobile shopping and coupons, and the Nutrition Brain.

•We will be the go-to site for diet, recipe, menu, nutrition, fitness and health needs.

•We will be extremely news worthy and be the solution for USDA, government, target businesses,

family and individual’s needs.

•Traffic, and resulting revenues, have the potential to be on the scale of Google.

•We should be a major acquisition candidate within 24-36 months with large valuation due to the

traffic and page visits and early profitability.

•We have a solid business model and are not just another social or search site.


Additional Information

Technology

Key Vendors (Technology Partners)


Addendum: Technology

See larger view online click here>

http://www.xactlife.com/technology


Addendum: Key Vendors - ESHA Research

Nutrition Database & Analysis

ESHA has over 50,000 food items in their databases that will feed into

XactLife. This will make the search engine highly efficient. After

reviewing the proposed XactLife solution, ESHA has sent us a

"statement of uniqueness" in comparison to the many similar solutions

in the market. ESHA is the global leader in nutritional information for

large-scale companies and food professionals.

ESHA Research started in 1981, releasing its first software program,

The Food Processor nutrition analysis system, in 1984. Three years of

detailed nutrition research were needed to build a comprehensive

database with few missing values. The ESHA Nutrient Database

follows stringent protocols for nutrient information, and is now the

industry hallmark for completeness and accuracy.

From initial word-of-mouth sales, ESHA has continued to experience broad growth in sales to health and food industries, as well as education, and

now reaches customers in over 100 countries. Student versions of ESHA software are currently used by more than 80 percent of U.S. college

nutrition students. After more than a decade, The Food Processor remains the product of choice for nutrition professionals. This comprehensive

workhorse has continued to experience extensive growth and refinement, while maintaining its position as the industry's top-rated database.

Recently, ESHA Research introduced The Food Processor SQL, an upgrade to the original Food Processor.

Genesis R&D product development and labeling software was introduced to researchers and food manufacturers in 1991, and is now used by over

90 percent of U.S. top food producers and developers. Today, ESHA Research is professionally associated with leaders in health, education, medical

research, and food service and manufacturing. We are honored by our affiliation with our customers and colleagues, and remain committed to

providing only the highest quality products to serve your needs.

Review by Nutrition Systems Leader – ESHA Systems

“We feel that XactLife has a unique solution compared to the multitude of separate, yet similar, applications for recipes, diet and nutrition. The XactLife

solution unifies many aspects of diet, food and wellness and allows the user to modify the variables to fit their lifestyle at a very detailed level, wherever

they might be. The end product should yield a valuable proprietary and intellectual property asset for XactLife. We look forward to working with XactLife to

realize this exclusive opportunity.”

Layne Westover, Vice President - Marketing and Business Development, ESHA Research, Inc.


Addendum: Key Vendors - Collective Intelligence

The Baynote Collective Intelligence Platform™ delivers

on-demand recommendations and social search for

Web sites. Baynote is a Silicon Valley company funded

by Hummer Winblad that is expanding rapidly with

services fro major companies. After discussions with

Baynote, we feel they can provide a higher return for

searches without guessing at what the consumer wants.

These will be for first time or casual users that we want

to anticipate what they want quicker. The Baynote

Platform collects group info for visits and navigation to

find trends that will create smart groups. For example, a

single male wants hi-carb workout diets versus moms

who want family meals based on costs.

These 'clusters' or collective intelligence groups will

allows us to execute the diet and menu 'shaker' that can

create full diets and menus for people with very little

personal user input based on similar group behaviors.

The Baynote Platform will be used to make shopping

recommendations, build email campaigns, provide smart

text messaging and target in-store kiosk activity.

Baynote is a SaaS (Software as a Service) solution that

we can pay for on a graduated scale based on traffic

and overall success. We have preliminary estimates on

the Baynote service costs. This is included in our

licensing budget. This will trim about $200,000 from the

development budget. We will still be able to provide a

high level of IP in our kernel engine (Web 3.0 RDF) and

feed the collective intelligence into the data models

inside the XL360 architecture. More at

www.baynote.com.

http://www.baynote.com/


Addendum: Key Vendors – Mobile Shopping

About Cellfire

Cellfire is the premier destination for valuable savings on

groceries, shopping, restaurants, and entertainment. Get

access and use offers from your PC and/or mobile

phone. This service is provided free of charge to all

users.* Our retail partners sponsor the offers and

discounts -- at no cost or obligation to you.

With Cellfire, you'll never have to print, clip, or forget

your coupons again! Cellfire’s CTO Frank Careccia (XL

Advisor) will be providing mobile application direction

and support. Our mobile applications will be for iPhone

and all other phone using the new Google Android OS

(Linux-based).

Additional partners will include grocery chains, POS

solutions, digital coupons, privacy applications, recipes

companies, magazines, fitness clubs, chefs and cooking

schools, dieticians and life coaches, etc.

More at www.cellfire.com.

http://www.cellfire.com/


Addendum: Key Vendors – Advanced Search Parsing

Computational Knowledge Engine

Today's Wolfram|Alpha is the first step in an ambitious, long-term

project to make all systematic knowledge immediately computable by

anyone. Enter your question or calculation and Wolfram|Alpha uses its

built-in algorithms and a growing collection of data to compute the

answer.

About Wolfram | Alpha

Based on a new kind of knowledge-based computing, this module is a

plug-in that complements our Web 3.0 data model architecture under

the RDF design. As of now, Wolfram|Alpha contains 10+ trillion pieces

of data, 50,000+ types of algorithms and models, and linguistic

capabilities for 1000+ domains. Built with Mathematica—which is itself

the result of more than 20 years of development at Wolfram

Research—Wolfram|Alpha's core code base now exceeds 5 million

lines of symbolic Mathematica code. Running on supercomputer-class

compute clusters, Wolfram|Alpha makes extensive use of the latest

generation of web and parallel computing technologies, including

webMathematica and gridMathematica. Wolfram|Alpha's knowledge

base and capabilities already span a great many domains, and its

underlying framework has the power and flexibility to support ready

extension to essentially any domain that is based on systematic

knowledge. This will make any search string simpler and more

English-like, evolving into AI for the mobile application. For example,

entering something like “Fruit salad popular in the Midwest in the

summer with candied walnuts from grandma’s recipe” can be parsed

to give meaningful results vs. not match found or a match for

Grandma’s cakes in St. Louis which would be found by Bing or

Google.

More at http://www.wolframalpha.com .

http://www.wolframalpha.com/

XLFunding

Health & Medicine

xactlife brain

idea xactlife

areas of diet

semantic nutrition brain

issues of nutrition

diet watchers

smart nutrition

wellness plans