GLOBAL VILLAGE COMMUNICATION INC
DEFA14A, 1998-05-13
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>   1
                            SCHEDULE 14A INFORMATION

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of the Securities Exchange Act of 1934


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                       Global Village Communication, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as specified in its charter)


     (Name of person(s) filing proxy statement if other than the Registrant)
- --------------------------------------------------------------------------------

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<PAGE>   2
       DESCRIPTION OF CONTENT OF SLIDES AND ASSOCIATED AUDIO PRESENTATION
                               TO BE POSTED ON THE
                   GLOBAL VILLAGE COMMUNICATION, INC. WEBSITE
                          @ www.globalvillage.com


INTRODUCTORY PAGE PRECEDING THE PRESENTATION

   Overall Page Layout:

           The page is separated into two horizontal frames. The Company's logo
           and name appear in the upper left corner of the top frame of the
           page. Directly below it is the title "Global Village Presents Its
           New Strategy". To the right of the name and logo is a photograph of
           Neil Selvin the Company's President and Chief Officer.

           The lower frame is divided into two vertical columns. The left column
           begins with the title, "Please read the following disclaimer before
           viewing the presentation:" and continues with the following text:

           Portions of this presentation contain forward-looking statements.
           Investors are cautioned that all forward-looking statements involve
           risk and uncertainties. Specifically, the agreement among the parties
           is subject to certain closing conditions, including the receipt of
           consents from both companies' lenders, no material adverse change in
           the companies' businesses, and the approval of Global Village
           stockholders. The Company's planned launch of its server products is
           dependent upon the completion of the development of the product which
           the Company believes can be resolved expeditiously, however, the
           Company may have difficulty resolving these issues, or any other
           issues that may arise, in a timely manner, which could delay the
           planned launch of the new OneWorld Systems communications server
           product line.

           The Company's statements regarding its revenue expectations are
           preliminary and are dependent on certain assumptions relating to the
           introduction and market acceptance of the new products. Commercial
           acceptance of these products is dependent on certain factors
           including the Company's sales and marketing efforts, technical
           reviews by third parties, introductions of new technologies or
           standards, performance of the Company's distributors and suppliers
           and announcement by the Company's competitors. Many of the Company's
           future competitors have substantially greater financial, technical,
           sales, marketing and other resources, as well as greater name
           recognition and a larger customer base, than the Company.

           The Company's statements regarding profitability, gross margin and
           operating expenses are based on certain assumptions regarding the
           Company's revenue expectations, sales and marketing costs, costs of
           production and overhead costs. In addition, the Company may face
           pricing pressure, which could lead to reductions in the average sales
           price of the Company's products and could have a material adverse
           effect on gross margins. There is no assurance that the Company will
           ever achieve profitability.

           OneWorld Systems products will have a significantly higher selling
           price than many of the Company's current products and will require
           the Company to expand its VAR channel. There can be 


<PAGE>   3
           no assurance that the Company will be successful in establishing an
           effective distribution channel for its new products. The agreement
           with Boca Research, Inc. relating to the sale of the Company's Modem
           Business is subject to certain closing conditions, including the
           receipt of consents from both companies' lenders, no material adverse
           change in the companies' businesses, and the approval of Global
           Village stockholders.

           It is not the Company's practice to provide forward-looking
           information with respect to anticipated product launches, revenue,
           gross margins, profitability, or operating expenses and the Company
           does not intend to provide such information in the future. Moreover,
           the forward-looking statements are based on the information presently
           available to the Company, and the Company does not believe that it
           has a duty to update the information in the following forward-looking
           statements and does not intend to update such information.

           The right vertical column starts with the headline, "See & Hear the
           Global Village Presentation using RealPlayer." Below that caption are
           two buttons, depicted as globes. The label beside the first button
           reads, "For 28.8 modems." The second is labeled "For ISDN & above"

           Below the buttons are the following instructions. The words presented
           in all capital letters represent hot links to their respective web
           sites:

               The Power Point presentation required the RealPlayer. Click HERE
               to download.

               Click HERE for the text version of the Global Village
               Presentation. (No RealPlayer required.

           The page remains on the web browser's window for the duration of the
           presentation, which is seen in RealPlayer window. If the user chooses
           to view the text only presentation this page closes as the page
           containing miniature slides and a transcription of Mr. Selvin's
           discussion appears.

THE SLIDE AND ASSOCIATED AUDIO PRESENTATION

           The background for each slide depicts an aerial view of the North
           American continent with the Global Village Communication Inc. logo
           superimposed in the lower right corner of the page. All pages are
           similar in layout, having a header beginning in the upper left
           corner. Below the header line is one or more bullet points
           highlighting the topics presented in the audio presentation
           transcribed below. For each slide, the text and pictoral information
           laid out on this background is described below.

Slide 1

           Textual Content:
           None

           Other Visual Content:
           Centered on the slide is the Company's logo. Beneath it is the
           Company's name, "Global Village Communication."

           "Hello. I'm Neil Selvin, president and chief executive officer of
           Global Village Communication. This is a period of great change for
           Global Village and I'm very excited to be able to introduce you not
           only to what we've done recently but also to our new direction as we
           transform the Company. Let me begin by talking about the steps we've
           taken to execute this transformation and then spend most of the
           presentation talking about our new direction and why we're very
           excited about the opportunity for Global Village."

Slide 2

           Textual Content:


<PAGE>   4
           Header:        Fundamental change in business direction
           Bullet points: *  Announced sale of modem business
                          *  Refocus company on small office communications 
                             servers

           Other Visual Content:
           None

           Accompanying Audio Content:
           "First of all, there is a fundamental change in our business
           direction. On March 31, 1998 we announced that we were selling our
           Modem Business to Boca Research and that we were going to take the
           Company in a new direction. We will focus on the small and medium
           size office market and will introduce a new family of communications
           servers."

Slide 3

           Textual Content:
           Header:        Sale of modem business
           Bullet points: *  Industry consolidation
                          *  Larger size required for purchasing,
                             manufacturing power
                          *  Continued decline in size of Macintosh market
                          *  Maximize current value of Global Village
                             brand, business

           Visual Content:
           None

           Accompanying Audio Content:
           "Why did we decide to sell the Modem Business? There are several
           factors that influenced this decision. First of all, there has been a
           significant amount of industry consolidation that's occurred over the
           last couple of years. 3Com's purchase of US Robotics, Hayes
           acquisition of Cardinal, and other transactions have made it clear
           that in today's modem business, larger size, which improves
           purchasing power, manufacturing efficiency, and channel strength, is
           transforming the nature of the industry. At Global Village, although
           we've been very successful differentiating our products based on
           software and user interface, our ability to compete has been severely
           impacted by the continuous decline in the size of the Macintosh
           market.

           The combination of the decline in the size of the Mac market and the
           deteriorating economics for small players in the Windows market
           convinced us that maximizing the current value of the Global Village
           brand and Modem Business would best be accomplished by selling the
           Modem Business to a larger player, thereby leveraging off of the
           consolidation within the industry. In addition we also have a new
           product line that we're preparing to launch, allowing us to refocus
           the Company in an area where we've had some experience over the past
           several years. I'll talk more about that in just a moment."

Slide 4

           Textual Content:
           Header:        Sale of modem business
           Bullet points: *  Boca Research buying modem business for $10M
                          *  Structured as an asset sale

<PAGE>   5
                          *  Boca gets:
                             *  Global Village brand
                             *  Individual use products
                             *  Inventory, receivables, liabilities
                             *  Intellectual property, product designs
                          *  Global Village remains a legal
                             entity, changes name
                          *  Sale expected to close in June 1998

           Accompanying Audio Content:
           "First, here are the specifics of what we announced on March 31st: We
           signed a definitive agreement to sell the Modem Business to Boca
           Research for $10 million in a combination of cash and notes. This
           transaction is structured as an asset sale so we are not selling the
           Company, we are selling the assets of the Modem Business. The Company
           itself, although it will change its name, will continue as the same
           legal entity, will continue to be public, and will continue to have
           the same stockholder base we have today.

           What is Global Village selling to Boca Research? We are selling the
           Global Village brand, all of our individual use products, the
           intellectual property associated with these products, the inventory,
           the accounts receivable, certain fixed assets, and certain
           liabilities including the responsibility for product warranty,
           returns, and customer support for the Modem Business.

           About 60 of the people at Global Village will become Boca Research
           employees. About another 60 people will remain with the Company,
           working on the new communications server product line.

           As I mentioned, Global Village retains its legal entity status and we
           will change the name of the Company. As we announced in early April,
           the name of the Company will change once this transaction closes and
           will become OneWorld Systems. The symbol under which it will trade on
           NASDAQ will be OWLD. Your shares in Global Village will automatically
           become shares in OneWorld Systems.

           The sale of the Modem Business is expected to close in June of this
           year. If you were a Global Village stockholder as of April 24, you
           should have received proxy materials, allowing you to vote and to
           participate in the Shareholder Meeting scheduled for June 8."

Slide 5

           Textual Content:
           Header:        New focus - small and medium
           Bullet point:  *  Large, untapped market opportunity

           Visual Content:
           On the right side of this slide there are three pictorial windows
           descending towards the bottom of the slide. The first depicts a group
           of people apparently conducting a meeting while seated at a
           conference room table. The second window depicts another group of
           four people looking into a binder or book and discussing its
           contents, and the third window depicts two men seated outside, one of
           which is working on a laptop computer.

           Accompanying Audio Content:


<PAGE>   6
           "Our new focus is the small and medium sized office market. We define
           this as offices that typically have 10-300 people. Today there are
           millions of businesses in the United States, Canada and around the
           rest of the world who fit that profile, organizations without a large
           amount of IS expertise, who typically do have or are getting networks
           installed in their offices, and who will experience a dramatic
           increase in the kind of data communications that they need to
           interact with the world around them. It is clearly a large,
           attractive market."

Slide 6

           Textual Content:
           Header:         New focus - small and medium
           Bullet points:  *  Large, untapped market opportunity
                           *  Fits Global Village strengths:
                              *  Understanding the user
                              *  Software and user interface
                              *  Hardware/software integration

           Visual Content:
           To the right of the second bullet point is a pictorial window that
           depicts a group of people standing around a computer terminal while a
           person seated at the terminal appears to explain something to them.

           Accompanying Audio Content:
           "A second reason for our focus on this market is that it's a good fit
           with our traditional core competencies. At Global Village, we built
           our reputation and won a number of awards over the last several years
           because we understand the user. We identify with, and are able to
           design products, that reflect how ordinary computer users think.
           Contrast that with how a number of our competitors in the small
           business market think. To them, the end-user is a network guru. To
           them, end users are people who speak fluent UNIX or IOS. At Global
           Village, an end user is someone like you or me, people who sit at
           their desks working, logging onto the Internet, sending faxes,
           dialing in from the road, doing the real kinds of things that
           everyday people do. We have always focused on software and user
           interface as the core competencies of the Company.

           We also have a competency in hardware software integration. We have
           always built hardware but we have consistently invested the majority
           of our development resources in software, and then merged the
           software and hardware into a complete solution, and that is exactly
           what we will continue to do. So, the small and medium office market
           is not only large, it also fits well with Global Village's
           traditional strengths."

Slide 7

           Textual Content:
           Header:         New focus - small and medium
           Bullet points:  *  Large, untapped market opportunity
                           *  Fits Global Village strengths:
                              *  Understanding the user
                              *  Software and user interface
                              *  Hardware/software integration
                           *  Existing track record


<PAGE>   7
           Visual Content:
           To the right of the bullet points is a graphic that depicts roughly
           twenty servers stacked on top of one another, above which is printed
           the number 13,000.

           Accompanying Audio Content:
           "We also have an existing track record in this market. Since 1994 we
           have been selling small office servers in the Macintosh market and
           have over 13,000 installed today. These servers are easy to install,
           are plug and play, and they offer multiple communications functions.
           They allow people to use remote access, send and receive faxes, log
           onto the Internet or AOL, and so on. The success of our previous
           communications servers have allowed us to build an understanding of
           this market during the last several years. This track record and
           experience give us an installed base of users who are very satisfied
           with our product. One of the things we've learned in surveying our
           installed base is that their number one need that they would like to
           see us solve is an ability to bring this capability that they have
           today into a cross-platform environment, because as you would expect,
           most of these Macintosh networks are now mixed networks --supporting
           both Mac and Windows users."

Slide 8

           Textual Content:
           Header:        Existing products don't meet market needs
           Bullet point:  *  Single function products

           Visual Content:
           In the middle of the slide beneath the bullet point is a depiction of
           a man with both hands to his face appearing to look with some
           bewilderment at a number of server products that are depicted in a
           circle all around him.

           Accompanying Audio Content:
           "Let me address some of the problems that we see in products
           available today. The first problem facing small businesses that we've
           identified is that most products handle only a single function. So
           the business owner is faced with buying a fax server from one
           company, a remote access server from another company, a router from
           another company, Internet access from somebody else -- in short, it's
           a mess. There's a whole collection of products that have to be able
           to work together in order to satisfy the breadth of communications
           capabilities needed by a small company. And as you would expect when
           you see an organization faced with having to purchase and administer
           and manage multiple products from multiple vendors, with no common
           user interface, no common user administration, security issues and so
           on, it becomes a nightmare for the small business manager."

Slide 9

           Textual Content:
           Header:         Existing products don't meet market needs
           Bullet points:  *  Single function products
                           *  Difficult to administer and manage

           Visual Content:
           The visual content of this slide is a duplicate of the immediately
           preceding slide.

           Accompanying Audio Content:


<PAGE>   8
           "The second thing that we find is that these products tend to be
           difficult to administer and manage. Many of them have command line or
           UNIX interfaces, they all have completely different administration
           software programs, and none of them work together. If an employee
           leaves or joins the company, someone has to add or delete all of the
           passwords and all of the authorizations required to allow that person
           to have Internet access, to log in from home, to log in from the
           road, to send a fax and so on. You can imagine the number of hours
           required for somebody to keep all of those lists current and up to
           date. It's clear that in trying to solve the real problems of the
           small office today, there should be easier ways to do things then
           what today's products require."

Slide 10

           Textual Content:
           Header:         Existing products don't meet market needs
           Bullet points:  *  Single function products
                           *  Difficult to administer and manage
                           *  Expensive
                              *  Capital costs
                              *  Monthly telephone costs
                           *  Lack of expandability

           Visual Content:
           None

           Accompanying Audio Content:
           "Finally, look at the costs of not only purchasing but supporting
           this equipment. First of all, consider the capital costs. If a small
           business buys a router, a remote access server, a fax server and
           access to the Internet, they'll find themselves spending five, ten,
           even fifteen thousand dollars on equipment just to accomplish these
           functions. But that's only a part of it. Every one of those servers
           that I've mentioned requires their own dedicated phone lines. Set up
           a remote access server with 4, 8 or 16 ports, and you've tied up that
           number of phone lines on that one function. Purchase a four or eight
           port fax server, and you've tied up that number of phone lines on
           that one function. Systems today don't allow business owners to share
           phone lines among various functions. So, imagine that a typical small
           office sends and receives faxes during the day and then uses remote
           access at night. They've just doubled the required number of phone
           lines and monthly telephone costs. It's an inefficient use of an
           important element of running a small company -- the telecom cost.

           Finally, lack of expandability for many of these small business
           systems is a real problem. Frequently, these are fixed port devices.
           Buy a 4 port or 8 port device and that's it. That's what you get. If
           you want to upgrade that device to ISDN or T1 or add more ports
           later, you get to buy another piece of equipment. Sometimes from a
           different vendor. Or, even from the same vendor but with different
           management software. It can be a real kluge to figure out how as a
           small company you can grow as your data communication needs grow."

Slide 11

           Textual Content:
           Header:         The OneWorld Solution
           Bullet points:  *  Versatile
                           *  Easy-to-use


<PAGE>   9
                           *  Cost effective
                           *  Expandable

           Visual Content:
           To the right of the bullet points is a depiction of a OneWorld server
           product.

           Accompanying Audio Content:
           "It is these specific kinds of problems that the new OneWorld
           solution addresses. The new OneWorld server is versatile, it's easy
           to use, it's cost effective and it's expandable. I want to go into
           each of these four points to demonstrate why a OneWorld server is a
           better solution for a small office than having to put together
           several pieces of equipment."

Slide 12

           Textual Content:
           Header:         The OneWorld Solution - Versatile
           Bullet points:  *  Multiple functions in a single product
                              *  Internet access
                              *  Routing
                              *  Remote access
                              *  Fax server
                              *  Shared modem pool

           Visual Content:
           To the right of the sub-bullets is a depiction of a OneWorld server
           product. Beneath it are three linked computer terminals and above it
           are four lightning bolts reaching out to windows which depict,
           respectively, the "America Online" logo and name, the "Netscape" logo
           and name, a man sitting and working on a laptop computer, and a fax
           machine.

           Accompanying Audio Content:
           "Let's talk first about versatility. The OneWorld server will offer
           multiple functions in a single product. One server allows users
           across the office to access the Internet, from their network, all at
           the same time, it offers remote access so that people can dial in
           from home or from the road, it's a full function fax server so that
           users can send and receive faxes directly from their computer, and it
           acts as a shared modem pool to provide access for terminal emulation
           to a mainframe or individual access to an online service, such as
           AOL. All of these functions operate all at the same time in a single
           product. And the user doesn't have to do anything to reconfigure the
           server. All he does is perform the function that he needs at the
           moment. The server takes care of all the configuration necessary
           behind the scenes so that the user's interaction is nothing more than
           using his client software."

Slide 13

           Textual Content:
           Header:         The OneWorld Solution - Versatile
           Bullet points:  *  Multiple functions in a single product
                              *  Internet access
                              *  Routing
                              *  Remote access


<PAGE>   10
                              *  Fax server
                              *  Shared modem pool
                           *  Dynamic Port Allocation

           Visual Content:
           The visual content of this slide is identical to the immediately
           preceding slide.

           Accompanying Audio Content:
           "The OneWorld server features a proprietary technology called
           'Dynamic Port Allocation' that allows every port on the system to do
           any function on the fly. Users can literally send faxes on a given
           port, finish that and log into the Internet and as soon as that call
           is complete allow that same port to act as a remote access server
           with no user interaction required. This unique capability that we
           have designed into our server allows a company to use the same
           telephone lines to support multiple functions. There is no port
           configuration required. There's no user setup required. All the user
           does is click on the fax software or call into the server using his
           standard Windows or Mac dial up software and the server reconfigures
           the port to handle that service on the fly. This feature allows
           businesses to save on monthly telephone line costs as well as to
           expand the system with more functions over time."

Slide 14

           Textual Content:
           Header:         The OneWorld Solution - Versatile
           Bullet points:  *  Multiple functions in a single product
                              * Internet access
                              *  Routing
                              *  Remote access
                              *  Fax server
                              *  Shared modem pool
                           *  Dynamic Port Allocation
                           *  Simultaneous Windows and Mac users

           Visual Content:
           The visual content of this slide is identical to the immediately
           preceding slide.

           Accompanying Audio Content:
           "And, the OneWorld server allows Windows and Mac users to access all
           of these different functions simultaneously. A Macintosh user can
           send a fax and when finished, that same port can support a remote
           access connection for a Windows user on the road with no
           reconfiguration required. The system takes care of all this behind
           the scenes and on the fly. We believe that the OneWorld server will
           be the most versatile communications server for a small business."

Slide 15

           Textual Content:
           Header:        The OneWorld Solution - Easy to use
           Bullet point:  *  Well recognized client software

           Visual Content:


<PAGE>   11
           Below the bullet point is a heading which reads "FaxWorks" beneath
           which is a depiction of a FaxWorks PRO for Windows drop-down menu box
           offering various fax options. To the left of the FaxWorks information
           is the heading "GlobalFax" beneath which is a depiction of a
           GlobalFax for MacIntosh drop-down menu box offering similar options.

           Accompanying Audio Content:
           "The OneWorld server is also easy to use. All of the required client
           software is included with the system. Today, there are over 8 million
           users of our fax software. Users of FaxWorks on Windows and
           GlobalFax on the Mac can feel comfortable knowing that the software
           they've grown used to and which has won many industry awards over the
           last several years is the same software they will use on the network.
           The server comes with additional client software that makes it easy
           to use other functions as well."

Slide 16

           Textual Content:
           Header:         The OneWorld Solution - Easy to use
           Bullet points:  *  Well recognized client software
                           *  One administration program for all functions

           Visual Content:
           Beneath the bullet points is a depiction of a window containing
           server and port options for a hypothetical user to choose from.

           Accompanying Audio Content:
           "We have also designed an administration program that allows the
           network administrator to configure the system easily. Using a
           combination of other products requires that different administration
           programs configure different ports to do different things in
           different boxes. And it becomes a challenge to configure or add a
           user or change a security authorization or password on all those
           different systems. Here, every port, every function, and every user's
           profile can be configured from one administration program."

Slide 17

           Textual Content:
           Header:        The OneWorld Solution - Cost Effective
           Bullet point:  *  Lower capital costs

           Visual Content:
           Beneath the bullet point is a rectangular box which offers two
           contrasting communications server approaches. On the left is depicted
           the multi-vendor approach: consisting of three columns, the first
           contains a pictorial depiction of the item, the second lists the name
           of the item and the third includes the cost for each item followed by
           a total cost. The items listed and costs are as follows: a fax server
           costing $4,000, a RAS server costing $4,000, and an Internet router
           costing $2,000. The total cost of all these items is $10,000. On the
           right is the OneWorld approach, consisting of a single OneWorld
           server with a total cost of between $3,000 and $6,000.

           Accompanying Audio Content:


<PAGE>   12
           "The OneWorld server is a cost-effective solution. As I mentioned
           before, it's easy to spend $10,000 or more assembling a multi-vendor
           system to do the basic communication functions that small offices
           need. Purchase a multi-port fax server, a remote access server and a
           basic Internet router for a small office and by the time you're done,
           it's easy to spend $10,000 or more. Purchase a single OneWorld server
           and you'll spend $3-6,000 including all the software you need, the
           ability to use various functions, all in a single, compact product."

Slide 18

           Textual Content:
           Header:         The OneWorld Solution - Cost Effective
           Bullet points:  *  Lower capital costs
                           *  Fewer phone lines needed
                           *  Lower monthly phone line costs

           Visual Content:
           This slide contains an identical rectangle and information
           contained therein as the immediately preceding slide. The box fits on
           the slide between the first and second bullet points.

           Accompanying Audio Content:
           "But, on top of that, users can save money through more effective
           phone line usage. If a small business has to dedicate four or eight
           lines each on fax and remote access and Internet access, at $100 or
           $150 per month per line, they can waste thousands of dollars in
           telephone costs per year. In a small office, paying for underused
           telephone lines is a wasted overhead cost. Using a OneWorld server to
           improve the usage of these lines and adapt on the fly can cut the
           number of phone lines needed and lower monthly phone bills
           accordingly."

Slide 19

           Textual Content:
           Header:        The OneWorld Solution - Expandable
           Bullet point:  *  Start with analog, grow to ISDN, T-1, 
                             Frame relay, DSL

           Visual Content:
           Near the bottom margin of the slide is a pictorial depiction of a
           OneWorld server product with five lightning bolts radiating outward
           from the server product to the following captions: "Analog", "ISDN",
           "T-1", "Frame Relay" and "DSL".

           Accompanying Audio Content:
           "The OneWorld server is expandable. Unlike other products that are
           single port or fixed port products, users can start with a basic 56K
           analog system and then plug in additional cards to grow their
           bandwidth. Users will be able to upgrade to ISDN, T1, frame relay and
           DSL in the future. The system is bandwidth expandable from as small
           as 4 analog ports to a multi-port access concentrator with 28-30
           ports in a single chassis."

Slide 20

           Textual Content:
           Header:         The OneWorld Solution - Expandable
           Bullet points:  *  Start with analog, grow to ISDN, T-1, 
                              Frame relay, DSL


<PAGE>   13
                           *  Grow functionality through software additions
                           *  Protect the buyer's investment
                           *  Expand the product family

           Visual Content:
           This slide is identical to the slide immediately preceding it with
           the exception of an additional depiction of a CD-ROM to the left of
           and linked to the OneWorld server product.

           Accompanying Audio Content:
           "Users will also be able to add functionality through software
           upgrades. Because the software is stored within the server itself and
           can be easily upgraded, a user could start with a single function
           such as fax or remote access and add functionality by simply
           purchasing additional software. The ability to upgrade the system not
           only in bandwidth but also by adding additional software capabilities
           protects the buyer's investment. Users can also add additional
           servers on the network and manage them all from a single computer."

Slide 21

           Textual Content:
           Header:         Target Market
           Bullet points:  * Small-to-medium sized offices
                             *  Independent businesses
                             *  Branch or satellite offices
                           *  10-300 people Have an existing local area 
                           *  Limited in-house expertise
                           *  Need wide area communications

           Visual Content:
           To the right of the bullet points are three pictorial windows in
           descending order which are identical to those described in slide 5.

           Accompanying Audio Content:
           "Let's look at the market that this product addresses. We are
           targeting small to medium sized offices, typically independent
           businesses or branch or satellite offices. Typically, they have 10 to
           300 people. In the last four years, we've seen real estate offices,
           insurance agencies, law offices, small manufacturing companies, even
           a rock group, use our small business servers to communicate with the
           world around them. These businesses typically have a local area
           network such as Novell or Windows NT, and they usually have limited
           in-house expertise. Often the person who sets up the network is
           either a consultant or an employee who does this in his spare time.
           These employees are not interested in learning UNIX commands, don't
           want to know about router tables, and may not know, or care, what
           TCP/IP is. But most of them are looking to expand their wide area
           communications capabilities. They may have started with an AOL
           account and a fax machine. Now they're worried about having websites
           and global e-mail and remote access for their field sales force and
           extranets for their clients and electronic storefronts. They may not
           know how to do it but they know that if they can find solutions that
           are easy to use, they'll be able to take these important steps."


<PAGE>   14
Slide 22

           Textual Content:
           Header:         Market size
           Bullet points:  *  1.1M U.S. businesses today
                           *  70% use fax frequently
                           *  $2 billion market by 2000
                           *  30% annual growth rate

           Visual Content:
           To the lower right of the bullet points is the following text:  
           "Source: IDC, Dataquest".

           Accompanying Audio Content:
           "This market is growing rapidly. There are over a million businesses
           that fit the profile I've just described. They have a local area
           network and they're adding wide area communications capabilities. The
           number of these businesses is growing about thirty percent per year.
           A recent survey indicates that 70% of them use fax as the most common
           medium to exchange documents with their colleagues. Sources indicate
           that this will be a $2 billion market by the year 2000."

Slide 23

           Textual Content:
           Header:         Distribution and sales strategy
           Bullet points:  *  Expand on current VAR channel
                           *  Systematic lead generation
                           *  Add corporate resellers
                           *  Leverage current OneWorld installed base

           Visual Content:
           None

           Accompanying Audio Content:
           "Our distribution and sales strategy will focus initially on the
           value-added reseller, or VAR, channel. In the last two years, we've
           invested in building a VAR channel and we're expanding that channel
           with a number of activities that we've begun already. We have a
           systematic lead generation program being implemented. We expect to
           add key corporate resellers that address the small office and branch
           office market. And we're going to target the current OneWorld
           installed base that we have today as an important market segment."

Slide 24

           Textual Content:
           Header:         Key financial metrics
           Bullet points:  *  Product launch in June/July
                           *  Calendar 1999 revenue target: $10-15 million
                           *  Gross margin percent in mid-fifties
                           *  Profitability by latter half of 1999

           Visual Content:


<PAGE>   15
           To the lower right of the bullet points is a graph which depicts
           Global Village's projected revenue in millions of dollars over the
           three years beginning in 1998 and ending in the year 2000. In 1998,
           the graph shows a range of projected revenue roughly between 0-$2M.
           In 1999, the graph shows a range of projected revenue between
           $10-$15M. In the year 2000, the graph shows a range of projected
           revenue of between $20-$30M.

           Accompanying Audio Content:
           "Given our new product direction, a comparison to prior financial
           results isn't particularly relevant. Let me talk instead about where
           we see the business going. We expect to launch our new product line
           in June or July. We've set a target for revenue in calendar 1999 of
           about $10-15 million. We expect that gross margins will be in the
           mid-fifties and we expect to reach profitability in the latter half
           of 1999."

Slide 25

           Textual Content:
           Header:         Summary
           Bullet points:  *  New corporate direction
                           *  Large, growing market
                           *  Innovative, new product family
                           *  Distinct competitive differentiation

           Visual Content:
           To the lower right of the bullet points is a graphic depicting the
           planet Earth surrounded by various square and rectangular windows
           with arrows going counterclockwise between them. The graphic
           immediately above the planet Earth has the title "Internet Access",
           and depicts the "Netscape" logo and name. Proceeding
           counterclockwise, the next logo is titled "Shared modem pool", and
           depicts the "America Online" logo and name. The next graphic is
           titled "Global e-mail", and depicts a window with a hypothetical
           e-mail user's in-box. The next graphic depicts a man sitting outside
           and working on a laptop computer, and is titled "Remote Access". The
           final graphic depicts a fax machine and is titled "Fax".

           Accompanying Audio Content:
           "In summary, Global Village is becoming a new company. It's an
           exciting opportunity, with better growth prospects in a market that
           is largely untapped today. It's a market where software, a focus on
           user interface, and a complete, easy-to-use solution are important
           differentiators, and we have traditionally fared well in such an
           environment. We have a new, innovative product family. It's quite
           different from typical, single-function products that exist today.
           The competitive advantage that we bring is not only a genuine
           understanding of ordinary users but an ability to provide client and
           server software, integrated with internally developed hardware, that
           will help us build a sustainable business aimed at the growing, small
           to medium sized office market.

           We're very excited about the future and the opportunity that this new
           direction offers to our stockholders. I look forward to reporting on
           our progress in the weeks and months ahead, and I look forward to
           your continued support."




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