UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 14C

               Information Statement Pursuant to Section 14(c)
           of the Securities Exchange Act of 1934 (Amendment No.  )

Check the appropriate box:

[X]  Preliminary Information Statement

[_]  Confidential, for Use of the Commission Only
     (as permitted by Rule 14c-5(d)(2))

[_]  Definitive Information Statement

                                RFP Express Inc.
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                  (Name of Registrant As Specified In Charter)

Payment of Filing Fee (Check the appropriate box):

[X]  No Fee required

[_]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

     (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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[_]  Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
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                             [RFP Express Inc. Logo]

To Stockholders of RFP Express Inc.:

We are sending this information statement to our common and preferred
stockholders in connection with the proposal to amend our certificate of
incorporation to effect a 100 for one reverse stock split of our common stock
which will result in our becoming eligible to terminate our registration under
the Securities Exchange Act. Commonly referred to as a "going private"
transaction, the proposed stock split will reduce the number of stockholders of
record to fewer than 300, as required for the deregistration of our common stock
under the federal securities laws. After the reverse stock split, our common
stock will no longer be traded on the Nasdaq(R) Over-the-Counter Bulletin
Board(R).

Our board of directors unanimously supports the reverse stock split. In
addition, our directors, and significant stockholders who control over 77% of
our voting stock have consented in writing to the amendment to our certificate
of incorporation to effect the stock split. This action by these stockholders is
sufficient to ensure that a majority of our stockholders approve the amendment
without the vote of any other stockholders. Accordingly, your approval is not
required and is not being sought.

On the effective date of the reverse stock split, you will receive one share of
common stock for each 100 shares you hold immediately prior to the reverse stock
split and cash in lieu of any fractional shares to which you would otherwise be
entitled. The cash payment for these fractional shares will be $0.20 per share
of stock now outstanding.

This information statement and the accompanying documents provide you with
detailed information about the reverse stock split and the going private
transaction. Please read them carefully in their entirety. You may also obtain
information about us from publicly available documents that have been filed with
the SEC.

We are providing you, our stockholders, with this letter and the accompanying
information statement in accordance with the requirements of (S) 14(c) of the
Exchange Act and (S) 228(c) of the Delaware general corporation law.

Sincerely,

John C. Riener                                                   ((Notice Date))
Chairman of the Board,
Chief Executive Officer
and President

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the transaction proposed in this
information statement. The SEC has not passed upon the fairness or merits of the
transaction nor upon the accuracy or adequacy of the information contained in
this information statement. Any representation to the contrary is a criminal
offense.



                                RFP Express Inc.

                                    --------

                              Information Statement

                      General Information for Stockholders

This information statement is being furnished to the holders of common stock and
convertible preferred stock of RFP Express Inc. in connection with the proposal
to amend our certificate of incorporation to effect a 100 for one reverse stock
split which will result in our common stock's becoming eligible for termination
of registration under the Exchange Act. After the reverse stock split, we
anticipate that we will have approximately 110 stockholders of record. As a
result, we will no longer be subject to the annual and periodic reporting and
related requirements under the federal securities laws that are applicable to
public companies. In addition, our common stock will cease to be traded on the
OTC Bulletin Board(R) and any trading in our common stock after the reverse
stock split will occur only in privately negotiated transactions.

Our board of directors unanimously supports the reverse stock split. In
addition, the directors, executive officers and significant stockholders who own
over 77% of the Company's voting stock have consented in writing to the
amendment to our certificate of incorporation to effect a 100 for one reverse
stock split. This action by these stockholders is sufficient to ensure that a
majority of our stockholders approve the amendment without the vote of any other
stockholder. Accordingly, your approval is not required and is not being sought.

The reverse stock split will become effective upon the filing of an amendment to
our certificate of incorporation with the Secretary of State of Delaware. On the
effective date of the reverse stock split, you will receive one share of common
stock for each 100 shares of common stock you hold immediately prior to the
reverse stock split and you will be entitled to receive cash in lieu of any
fractional shares to which you would otherwise be entitled. The cash payment for
fractional shares will be $0.20 per share.

As soon as practicable after the reverse stock split is effective, we will mail
a letter of transmittal to all holders of our common stock for use in
surrendering your stock certificates in connection with the reverse stock split.

Pursuant to (S) 228(e) of Delaware law and (S) 14(c) of the Exchange Act, we are
required to provide prompt notice that we are taking a corporate action without
a meeting to the stockholders of record who have not consented in writing to the
action. This information statement is intended to provide that notice. The
amendment to our certificate of incorporation and the going private transaction
are the only matters covered by this information statement. We are mailing this
information statement on or about ((Notice Date)) to our stockholders of record
as of the close of business on ((Record Date)). You are not entitled to any
dissenters' or appraisal rights under Delaware law as a result of the approval
of this amendment.

We are not asking you for a proxy and you are requested not to send us a proxy.

                                                                               2



                           Frequently Asked Questions

This summary highlights selected information from this information statement and
may not contain all of the information that is important to you. For a more
complete description of the terms and conditions of the reverse stock split and
the amendment to our certificate of incorporation, you should carefully read
this entire document, the attachments and the other documents to which we refer.

Why is the Company proposing a reverse stock split?

The 100 for one reverse stock split and purchase of fractional shares resulting
from the split will enable the Company to "go private" by reducing the number of
stockholders of record to less than 300. The reasons for the reverse stock split
are discussed below under the caption "Reverse Stock Split Proposal -- Purpose
and Reasons for Reverse Stock Split."

What does "going private" mean?

After the stock split is completed, we will be able to terminate registration of
our stock under the Exchange Act. As a private company:

..    We will no longer be required to file annual, quarterly and other reports
     with the Securities and Exchange Commission.

..    Our stock will no longer be eligible for listing on the OTC Bulletin
     Board(R) or other stock exchanges, and there will be no public market for
     our stock.

The impact of taking the Company private is discussed below under the captions
"Reverse Stock Split Proposal -- Purpose and Reasons for the Reverse Stock
Split" and "--The Impact of the Reverse Stock Split on the Company's
Stockholders."

What will I receive in connection with the reverse stock split if I own shares
of common stock?

When the reverse stock split is implemented:

..    Each share of existing common stock will be exchanged for 1/100 of a share
     of new common stock.

..    No new certificates representing fractional shares will be issued. Instead,
     we will purchase fractional shares for $0.20 per share of stock now
     outstanding. This transaction will not involve commissions or other
     transaction fees that would be charged if you sold your shares on the open
     market. We estimate that approximately 76% of our stockholders will only
     have fractional shares after the reverse stock split, and therefore those
     stockholders will receive only cash and no longer own any of our stock.

The issuance of new shares and purchase of fractional shares is described below
under the captions "Reverse Stock Split Proposal -- Structure of Reverse Stock
Split" and "-- Exchange of Stock Certificates and Payment for Fractional
Shares."




How will the reverse stock split affect me if I own shares of convertible
preferred stock?

When the reverse stock split is implemented, the conversion price of each share
of outstanding preferred stock will automatically increase by a factor of 100
and the number of shares of common stock into which each share of preferred
stock is convertible will decrease by a factor of 100 to reflect the 100-to-1
reverse split of the common stock. The effect of the stock split on the
preferred stock is described below under the caption "Reverse Stock Split
Proposal -- Structure of Reverse Stock Split."

Does the board of directors believe the reverse stock split is fair?

Yes, our board believes that the reverse stock split proposal is fair to and in
the best interests of the Company and our stockholders. The directors also
believe that the $0.20 fractional share purchase price is fair to all our
stockholders who are not affiliated with the Company. The reasons that the board
believes the stock split to be fair, and the methodology the board used to
determine the purchase price, are described below under the caption "Reverse
Stock Split Proposal - Fairness of the Reverse Stock Split."

What vote of stockholders is required to approve the reverse stock split?

The amendment to our certificate of incorporation to effect the 100 for one
stock split must be approved by holders of a majority of our outstanding shares.
We have shares of both common and convertible preferred stock outstanding. The
holders of the convertible preferred and common stock vote together as a single
class on all matters presented for the vote of our stockholders. Our directors
and significant stockholders own over 77% of the Company's outstanding voting
stock. These directors and significant stockholders have consented in writing to
the amendment. The action by these stockholders is sufficient to approve the
amendment without the approval of any other stockholder. Accordingly, you are
not required to vote and your vote is not being sought. Approval of the
amendment to our certificate of incorporation is discussed below under the
caption "Reverse Stock Split Proposal -- Vote Required and Obtained."

Do I have appraisal or dissenter's rights?

There are no appraisal rights for any stockholder who dissents from approval of
the proposed reverse stock split under our governing documents or applicable
Delaware law. The lack of appraisal rights is discussed below under the caption
"Reverse Stock Split Proposal -- Appraisal Rights."

                           Forward Looking Statements

This information statement contains forward-looking statements. The words
"believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward-looking statements, which speak only as of the date
of this information statement. Forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be predicted or quantified.
Future events and actual results could differ materially than those made in,
contemplated by, or

                                                                               4



underlying the forward-looking statements. For these reasons, do not place undo
reliance on any forward-looking statements included in this information
statement. For more information regarding the risks involving forward-looking
statements, please review our other filings made with the Securities and
Exchange Commission.

                          Reverse Stock Split Proposal

Summary

In September 2001, members of our board began to seriously consider the
advantages of taking the Company private. In December 2001, the board decided to
postpone taking the Company private to pursue other options to enhance the value
of the Company's stock. On July 30, 2002, President Bush signed the far-reaching
Sarbanes-Oxley Act. This new law makes significant changes in corporate
governance and disclosure requirements for public companies. In August 2002,
management again discussed the mechanics and anticipated effects of a possible
reverse stock split with our legal counsel due to the enactment of
Sarbanes-Oxley. On February 14, 2003, the board adopted a resolution, subject to
stockholder approval, that our amended and restated certificate of incorporation
be amended to effect a 100 to one reverse stock split of our common stock, so
that each share of existing common stock will be exchanged for 1/100 of a share
of "new" common stock. There are no material differences between the respective
rights, preferences or limitations of the existing stock and the new stock.

Vote Required and Obtained

The affirmative vote of a majority of the shares entitled to vote is required to
approve the amendment to our certificate of incorporation to effect the reverse
stock split. We have shares of both common and convertible preferred stock
outstanding. The holders of the convertible preferred and common stock vote
together as a single class on all matters presented for the vote of our
stockholders. Each holder of common stock is entitled to one vote for each share
held, while each convertible preferred stockholder may cast a number of votes
equal to the number of shares of common stock issuable upon conversion of his
preferred shares, presently 20 shares of common for each preferred share. The
record date for purposes of determining the number of outstanding shares of
stock, and for determining stockholders entitled to vote, is the close of
business on ((Record Date)). As of ((Record Date)), the Company had outstanding
17,710,383 shares of common stock and 2,085,461 shares of preferred stock, or,
giving effect to the 20 for one voting rights of the preferred stock, shares
entitled to a total of 59,419,603 votes. Therefore, the affirmative vote of the
holders of shares entitled to 29,709,802 votes is required to approve the
amendment.

Section 228 of the Delaware general corporation law provides that the written
consent of the holders of outstanding shares of voting stock having at least the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote on the matter were present and
voted may be substituted for a special meeting. In order to eliminate the cost
and delay involved in holding a special meeting and in order to effect the
reverse stock split as soon as possible, the board decided to obtain the written
consent of the holders of a majority of our outstanding voting shares.

                                                                               5



The directors and significant stockholders who adopted the resolution to amend
the certificate of incorporation collectively own over 77% of the Company's
outstanding voting stock. The action by these stockholders is sufficient to
obtain the stockholder vote necessary to approve the amendment and the reverse
stock split without the approval of any other stockholders. Accordingly, you are
not required to vote on this matter and your vote is not being sought.

Effect of the Stock Split

We will issue a new share of common stock to stockholders for every 100 common
shares they own. Instead of issuing any fractional shares, we will pay the fair
value for those shares of stock that would otherwise be converted into
fractional shares as a result of the stock split. Our board has determined that
the fair value of our common stock is $0.20 per share. Please see "Fairness of
the Reverse Stock Split" below for a discussion of how the board reached this
conclusion. Payment for fractional new shares will be made promptly after
receipt of a properly completed letter of transmittal and stock certificates.
Please see "Exchange of Stock Certificates and Payment of Fractional Shares"
below for additional information about the exchange process. You will not be
required to pay a service charge in connection with the exchange of your
certificates or in connection with the payment of cash for your fractional
shares.

The following table presents a summary of the effect of the stock split on our
stockholders. Please note that stockholders whose shares are registered in their
own names are referred to as "registered stockholders." Please see "Structure of
Reverse Stock Split" below for additional details.



If you are a . . .                                              then you will receive . . .
                                                             
registered stockholder who owns fewer than 100 shares of        a cash payment of $0.20 for each of your shares.
common stock

registered stockholder who owns 100 shares of                   one whole share of new common stock.
common stock

registered stockholder who owns more than 100 shares of         one or more shares of new stock on a 100 for one basis,
common stock                                                    with a cash payment of $0.20 for each of your shares
                                                                that would otherwise result in fractional new shares.

stockholder who holds stock in "street name" through a          you should contact your nominee upon receipt of this
nominee, such as a bank or broker, then                         information statement to determine how the stock split
                                                                will affect you because each nominee will have its own
                                                                procedures.

holder of preferred stock                                       the conversion price of each share of outstanding
                                                                preferred stock will automatically increase by a factor
                                                                of 100 and the number of shares of common stock into
                                                                which each share of preferred stock is convertible will
                                                                decrease


                                                                               6



                                                             
                                                                by a factor of 100 to reflect the 100-to-1
                                                                reverse split of the common stock.

holder of stock options                                         the exercise price of each outstanding stock
                                                                option will automatically increase by a factor
                                                                of 100 and the number of underlying shares will
                                                                decrease by a factor of 100 to reflect the
                                                                100-to-1 reverse split of the common stock.



Background

RFP Express was previously engaged in the business of developing and marketing
prepaid wireless products and services in various markets throughout the United
States. In late 1998, we established a new strategic objective of pursuing
complimentary Internet-related and e-commerce opportunities. In July 1999, we
acquired IXATA, Inc., a privately-held provider of web-based services to the
travel and hospitality market. In early 2000, we changed our corporate name to
The IXATA Group, Inc. from SecurFone America, Inc. In July 2001, we again
changed our corporate name, this time to RFP Express Inc. to promote brand
recognition of our primary product, RFP Express(R). RFP Express integrates a
user-friendly, web-based interface with a sophisticated data-warehousing system
and email technology to deliver automated solutions for creating, sending,
receiving and managing the preferred lodging programs request for proposal (RFP)
process in the hospitality services market.

Our common stock quoted on the Nasdaq(R) Over-the-Counter Bulletin Board(R). In
order to maintain our listing on the bulletin board, we must make required
filings with the Securities and Exchange Commission. We have been delinquent in
our filings and Nasdaq appended an "E" to our trading symbol, indicating that we
were not in compliance with our filing requirements on several occasions in
2000. Although we are presently in compliance, we have had difficulty making our
filings with the SEC on a timely basis and have made many of them late. These
difficulties have been aggravated by the fact that in August 2001 we let go
Robert Cuthbertson, our former chief financial officer, in connection with cost
cutting measure. Our CEO, John C. Riener, now also serves as our CFO.

In September 2001, our board considered various strategic options, including
transferring the RFP Express product to a private company. The board discussed
taking the Company private in November and December and directed management to
review the possibility in detail and report back to the board. In early 2002,
management focused on the possibility of a transaction involving the spin-off of
the Company's operating assets to a private company followed by a "back-door"
transaction with another private company that wishes to go public. In May 2002,
our directors instructed management to continue to explore the possibility of
transferring the public shell to an acquirer and determine the potential value
of the public shell. Management negotiated with possible back-door merger
partners, but never reached agreement as to the terms of a transaction. In June,
management reported to the board its conclusion that the shell had only limited
value.

In addition to the difficulty we have had with making our SEC filings, our stock
listing has become more precarious because the OTCBB will be phased out, and
replaced by a new, more

                                                                               7



rigorous market, the BBX(SM) (Bulletin Board Exchange). The switch is scheduled
to occur in the last quarter of 2003. We have determined that our stock will not
initially qualify for listing on the BBX. In addition, on July 30, 2002,
President Bush signed the far-reaching Sarbanes-Oxley Act. This new law makes
significant changes in corporate governance and disclosure requirements for
public companies. We do not presently comply with the new law and believe it
would be difficult for us to meet all of the requirements. In August and October
the board again met and discussed the increased burdens that the new BBX
requirements and SEC rules would impose on the Company and the relative benefits
of going private. The directors instructed management to conduct a cost and
feasibility study of taking the Company private by a reverse stock split, with
cash being paid for fractional shares that result from the split.

In November, management reviewed our stock records and determined that a 100 for
one reverse stock split would have the probable effect of reducing the number of
registered stockholders below 300, which would allow us to terminate public
registration of our stock. On December 17, 2002, the board met to discuss the
reverse stock split. Management expressed its view that neither the Company nor
its stockholders derive significant benefit from our being a public company
because of the limited market for the stock. We would incur considerable cost to
maintain our status as a public company and, as discussed above, we may be
unable to comply with the recently enacted Sarbanes-Oxley Act or qualify for
listing on the BBX. In addition, our board recognized that too large a number of
stockholders can be awkward for a private company and entail many of the costs
(in connection with distributing annual financial statements, for example) that
the board wished to avoid. Our board considered the advantages and disadvantages
of being a public company and unanimously determined that the reverse stock
split would be the most effective manner in which to exit the SEC filing system
and approved the implementation of the 100 to one stock split.

As of ((Record Date)), we had approximately 454 registered stockholders.
Approximately 346 of these stockholders hold fewer than 100 shares. In the
aggregate, these stockholders hold less than 0.003% of our voting stock.

Purpose and Reasons for the Reverse Stock Split

The purpose of the stock split is to reduce the number of our registered
stockholders to allow us to terminate registration of our stock under the
Exchange Act. We may terminate this registration if we have fewer than 300
stockholders of record following the split. We estimate that the purchase of
fractional shares following the stock split will reduce the number of our
registered stockholders to 110. However, we cannot absolutely guaranty that we
will have fewer than 300 stockholders following the stock split. Although we
believe it to be only a remote possibility, if more than 300 stockholders remain
after the split we will be unable to cease public registration of our stock. You
should note that the decision by our board to terminate our Exchange Act
registration does not require stockholder approval and has not been voted on by
the stockholders holding a majority of our outstanding voting shares. In
addition, while we intend to terminate our registration following the split, our
board may choose not to implement this strategy if extraordinary circumstances
arise that cause the directors to determine, in the exercise of their fiduciary
duties, that going private is not then in the best interests of the Company and
its stockholders. However, we do not foresee a situation in which the board
would choose not to terminate our public registration. If we are unable or
choose not to terminate our

                                                                               8



registration we will continue to be subject to the Exchange Act with all of the
attendant costs discussed below. Our board approved the reverse stock split
proposal for the reasons described below.

As a registered company, we are subject to the SEC periodic reporting and proxy
solicitation requirements. Compliance with the filing and reporting requirements
imposed on public companies by the Exchange Act entails significant direct and
indirect costs. Examples of direct costs include: higher attorney's and
auditor's fees; higher printing and mailing costs; increased miscellaneous
clerical and other expenses (e.g., word processing, EDGARizing, telephone and
fax charges associated with SEC filings); and the charges of brokers and
transfer agents in forwarding materials to stockholders. We would also incur
substantial indirect costs to comply with our Exchange Act registration as a
result of the executive and employee time expended to prepare and review
required SEC filings. The cost of directors and officers' insurance is also
higher for public companies. We estimate that our annual costs to comply with
the Exchange Act, including the fees and expenses of independent auditors, legal
counsel, printing, mailing, and SEC filing fees, exceed $100,000. Going private
will allow us to avoid these additional costs, as well as lower the risk of
liability that typically attends public (as distinguished from private) company
status.

There are many advantages to being a publicly-traded company, including stock
value, stock liquidity, and use of company stock to raise capital or make
acquisitions. However, because there is a limited market for our stock, we have
not effectively taken advantage of these benefits, at least to the extent of
justifying the continuing direct and indirect costs of public registration. As a
result of our limited trading market, we are not in a position to use our public
company status to raise capital through sales of securities in a public offering
in the future or to acquire other business entities using our stock as
consideration. The board has determined that we need to stabilize and reduce
operating expenses so we can focus on running a successful business and plan
with more certainty for our future. Given our history of losses, the board
believes it necessary to realize every opportunity to reduce overhead and focus
our limited resources on becoming profitable. The direct and indirect expenses
we incur in being publicly traded are the most significant expenses that we can
eliminate without negatively affecting our operations.

The reverse stock split will also allow our small stockholders to liquidate
their holdings at a fair value without typical transaction costs. Transaction
costs for the public sale of small blocks of stock (assuming a buyer is
available) significantly reduce the liquidity of the shares, since in most cases
these transaction costs represent a large percentage of the value of the shares,
particularly for a stock, like ours, that trades for pennies.

For our stockholders who own more than 100 shares, reducing a large number of
small stockholders (approximately 76% of the existing stockholders) will result
in savings to the Company by reducing the administrative costs of providing
annual reports, proxy information and other stockholder services. In addition,
since it is important in certain corporate transactions to be able to quickly
communicate with our stockholders, reducing such a large number of our
stockholders that cannot be readily located reduces delays in implementing
corporation strategies.

                                                                               9



After taking into account all of the benefits and disadvantages of the Company's
registration under the Exchange Act at the present time, the board has concluded
that the continued monetary and human resource expense of such registration is
unjustified given our inability to effectively take advantage of many of the
benefits of public registration. To achieve the savings from termination, the
board instructed management to implement the stock split and termination of
registration of the shares as soon as practicable absent any significant changes
that would result in the board determining that the benefits of continued
registration would outweigh the disadvantages. The board does not foresee such a
change in circumstance.

Fairness of the Reverse Stock Split

Each of John C. Riener, Chief Executive Officer, President and Chairman of the
Board of Directors and the members of the board -- Michael M. Grand, Edward C.
Groark, Gerald W. Petitt and Zimri C. Putney -- believe that the reverse stock
split proposal, taken as a whole, is fair to and in the best interests of the
Company and its stockholders, including unaffiliated stockholders, those
stockholders who will receive a cash payment and those stockholders who will
receive new shares, and that the process by which the stock split has been
approved is fair. All references to considerations and conclusions by the board
as to fairness and to factors considered by the board apply equally to each of
Messrs. Grand, Groark, Petitt, Putney and Riener. The board has unanimously
approved the stock split, including the approval by Messrs. Grand, Groark,
Petitt and Putney who are not employees of the Company.

The board considered a number of factors in determining the fairness of the
stock split prior to approval of the transaction. In reaching its determination
that the stock split is substantively fair to all unaffiliated stockholders, the
board recognized that the stock split will allow our small stockholders to
liquidate their holdings in a cost effective manner, a task that they could not
otherwise accomplish since all of the small stockholders own 100 shares of
common stock or less, with a total estimated market value for each 100 shares of
less than $5.00 (calculated at $0.05 price per share -- the highest closing
price during the fourth quarter of 2002). We estimate that the lowest
transaction fee for a stock trade is approximately $10.00 per trade. The reverse
stock split will enable small stockholders to liquidate their holdings without
paying brokerage or other transactional fees.

For those stockholders who are not cashed-out, the stock split will not change
their rights, preferences or limitations as stockholders. The stock split will
likely enable the Company to cease public registration, so in making its
determination of the fairness the stock split to those unaffiliated stockholders
who will continue to own shares after the split, the board also factored in the
added administrative costs and resources involved in complying with the
requirements of being a publicly-held company. These costs are described above
under "Purpose and Reasons for the Reverse Stock Split."

Procedural Considerations

In considering the approval of a transaction such as the proposed stock split, a
board of directors may institute certain procedural safeguards to guard against
bias, such as obtaining a fairness opinion, forming a special committee of
unaffiliated directors or requiring the approval of unaffiliated stockholders.
For the reasons described below, the board did not feel it was necessary or
advisable to institute any of these procedures.

                                                                              10



The board did not retain an investment bank or other financial adviser to render
a report or opinion with respect to the fairness of the stock split to the
Company or its stockholders. Although management did not solicit bids, based on
management and counsel's experience, we estimate that the cost of a fairness
report or opinion would likely exceed $50,000. The board determined that
obtaining a fairness opinion would have provided little, if any, incremental
value to the deliberations of the board given the knowledge and experience of
the Company's management and directors in the areas of the Company's business.
The board concluded that this expense was unwarranted since the board itself
could adequately establish the fairness of the stock split proposal, without an
outside fairness report or opinion, by addressing the factors and considerations
described in this section.

The board did not establish an independent representative for the unaffiliated
stockholders of the Company in determining the terms of the stock split because
the board concluded that there was sufficient representation in the
decision-making process at the board level to protect the interests of these
stockholders. This decision was based on the fact that five of the six directors
are not employees of the Company and three of them are not otherwise controlled
by, or under common control with the Company. In addition, no independent
committee of the board has reviewed the fairness of the stock split proposal
because the board concluded that all directors could adequately convey their
opinions and concerns to the entire board without the need for establishing a
separate committee.

The stock split has not been structured so that at least a majority of the
unaffiliated stockholders is required. The board believed that its analysis of
the fairness of the cash payments and the presence and involvement of the
independent directors are sufficient to protect the interests of unaffiliated
stockholders. In addition, each director has a fiduciary duty to all
stockholders, including the unaffiliated stockholders. The board determined that
its fiduciary obligations would protect the interest of the unaffiliated
stockholders and that it would not be necessary to grant the ability to veto the
stock split to the unaffiliated stockholders. Approximately 137 of the Company's
unaffiliated stockholders own more than 100 shares and account for approximately
5,067,000 of the Company's shares. The stockholders owning fewer than 100 shares
represent less than 0.003% of the ownership interests of the Company. Since the
board has a fiduciary duty to the Company and its stockholders in total, it
determined that an abrogation of the responsibility for the decision to move
forward on the reverse stock split transaction to a group holding such a small
interest in the Company would also be inappropriate.

Determination of the Purchase Price

The board gave the greatest consideration to the current market value of the
Company's common stock. After reviewing reverse stock splits by other
publicly-traded companies, management informed the board that using current
market pricing of a publicly traded stock prior to the effective date of a
reverse stock split is an accepted method of valuation for payment of fractional
shares resulting from a reverse stock split. The board then adopted a premium
over market price as the price to be paid for fractional shares in the reverse
stock split. The $0.20 fractional share purchase price represents a 900% premium
over the last closing trading price of $0.02 for our common stock prior to the
announcement of the reverse stock split on February 19, 2003, and a premium of
1,233% over the average closing trading price of

                                                                              11



$0.015 for the twenty calendar days prior to February 19, 2003. Our board noted
that the high closing price for the quarter ended December 31, 2002 was $0.05,
and the low closing price for that period was $0.01.

The board also considered other valuation methods and factors, but rejected each
as discussed below:

Historical market prices. The board gave no weight to this factor because it did
not feel that historical market pricing accurately reflected the current value
of our stock because of changes in the Company's business and capital structure,
and the economy overall. Based on this fact, the board decided against further
analysis of this factor in determining the fair value for the cash payment for
fractional shares.

Net book value. The board gave no weight to this factor because it maintains
that book value is not an appropriate measure for establishing the fair value
for the cash to be paid for fractional shares as it is an accounting methodology
that is based on the historical cost of the Company's assets, and so does not
reflect its current value.

Going concern value. A going concern valuation is an attempt to establish the
present value of future earnings of a company in the context of what returns an
investor could expect to receive on his or her investment over a future period.
Two key factors in using this valuation methodology are establishing a
reasonably accurate forecast of earnings and identifying an appropriate discount
rate to establish the present value of those future earnings. To establish a
reasonably accurate forecast of earnings, the board would need to review
historical earnings, the Company's current financial condition, and any future
earnings projections. However, the board believes that a going concern value
could not be established with reasonable accuracy because the Company's earnings
have historically proven difficult to predict and any going concern valuation
would be too subjective to be given much weight.

Liquidation value. The board determined that the liquidation value, were the
Company to be liquidated, could be less than book value. This is because our
assets would likely sell at a discount in the event of a liquidation. The board
concluded that liquidation value would not be an appropriate valuation measure.

Comparative company analysis. The market for information services in the travel
and hospitality sector is complex and rapidly evolving. New strategic
relationships are emerging rapidly, and new internet-enabled solutions are
impacting the role of traditional intermediaries, such as travel agencies. The
Company has numerous competitors, many of which are larger and better
established than the Company, and have access to greater financial resources
than are presently available to the Company. For these reasons, the board did
not believe that another public company could be identified with sufficient
similar characteristics to the Company for use in establishing the fair value of
the fractional share payment using this methodology. Consequently, the board
decided further analysis of this valuation method was unwarranted.

Third party offers. We are not aware of any firm offers to purchase the Company
that have been made during the past two years by any unaffiliated person, nor
did we solicit offers to

                                                                              12



purchase the Company prior to approving the going private transaction.
Consequently, the board did not consider this factor in establishing the fair
value of the stock.

Merger or consolidation plans. We have not engaged in a merger or consolidation
with another company or in the sale or other transfer of a substantial part of
its assets in the last two years, so the board did not consider this factor in
establishing the fair value of the stock.

Acquisition of control shares. There have not been any purchase of our stock
that would enable the buyer to exercise control of the Company in the last two
years. However, in December 2000, the board authorized for issuance 4,235,461
shares of preferred stock and 1,050,000 of preferred stock warrants in
connection with a stock and warrant purchase agreement with NextGen Fund II,
L.L.C., NextGen SBS Fund II, L.L.C. and Michael W. Wynne. NextGen Fund II
purchased 621,277 shares and 600,000 warrants for a purchase price of $750,000,
NextGen SBS Fund II purchased 414,184 shares and 400,000 warrants for $500,000
and Mr. Wynne purchased 50,000 shares and warrants for $50,000. The NextGen
funds hold, in the aggregate, approximately 65% of our outstanding voting stock.
In addition, we cannot take enumerated significant actions, such as the sale of
all or substantially all of our assets or any acquisition by the Company of
assets exceeding $25,000 without the written consent of the holders of a
majority of the outstanding preferred stock. Because this transaction occurred
over two years ago, the board did not consider the NextGen transaction in
determining the fair value of the stock. In addition, the preferred shares
purchased by NextGen were originally convertible into common shares at $0.10 a
share, half what we are paying stockholders in connection with the reverse stock
split.

Recent Stock Transactions. We have not purchased shares of our common stock
either in open market purchases or privately negotiated transactions over the
past two years, so the board did not consider this factor in determining the
fair value of the stock.

After consideration of all the forgoing factors, all of the directors have
determined that the reverse stock split proposal is procedurally and
substantially fair to the stockholders of the Company, including the
unaffiliated stockholders and those stockholders who own fewer than 100 shares.
We have disclosed in this information statement all material factors, both
positive and negative, considered by the board in determining the fairness of
the reverse stock split. For a more detailed discussion of the negative factors
that the board considered, please see "The Impact of the Reverse Stock Split on
the Company's Stockholders" below.

Structure of Reverse Stock Split

We propose to split our common stock, $0.001 par value, 100 shares to one. In
order to effect the reverse stock split, we must amend our certificate of
incorporation by filing the amendment attached as Exhibit A with the Delaware
Secretary of State. The result of the stock split for each stockholder is as
follows:

..    Registered Stockholders With Fewer Than 100 Shares. If you are a registered
     stockholder (meaning you own shares in your own name) of fewer than 100
     shares on the effective date of the split, you will receive a cash payment
     instead of a fractional share of new stock. After the reverse split, you
     will have no further interest in our stock. You will

                                                                              13



     not have to pay any service charges or brokerage commissions in connection
     with the stock split or your cash payment.

..    Registered Holder With 100 or More Shares. If you are a registered holder
     of 100 or more shares as of the effective date of the split, we will
     convert your shares into 1/100 of the number of shares you held immediately
     prior to the split, with a cash payment for any shares that would otherwise
     result in fractional new shares. For example, if you are a registered
     holder of 5,250 shares of common stock immediately prior to the date of the
     stock split, your shares will be converted to 52 shares of new common stock
     and you will receive a cash payment for 50 shares equal to $10.

..    Beneficial Owners of Shares. Nominees (such as a bank or broker) may have
     required procedures, and if you hold stock in street name you should
     contact your nominee to determine how you will be affected by the stock
     split. Please note: If you are a beneficial owner of fewer than 100 shares
     of stock or the beneficial owner of more than 100 shares, but not in an
     even multiple of 100, and you want to have your shares exchanged for a cash
     payment, you should instruct your nominee to transfer your shares into a
     record account in your name well in advance of the date we file the
     amendment to our certificate of incorporation with the Delaware Secretary
     of State so that you will be considered a holder of record immediately
     prior to the effective date of the stock split. The effective date of the
     reverse stock split will be the date on which the amendment to our
     certificate of incorporation is filed with the Delaware Secretary of State,
     which we expect to be ((Mailing Date + 21 days)) (21st day following the
     mailing of this information statement), so you should contact your broker
     or other nominee upon receipt of this information statement.

..    Holders of Preferred Stock. If you own convertible preferred stock on the
     effective date of the split, the conversion price of each share of your
     preferred stock will automatically increase by a factor of 100 and the
     number of shares of common stock into which each preferred share is
     convertible will decrease by a factor of 100 to reflect the 100-to-1
     reverse split of the common stock. Since the preferred stockholders vote
     with the common stockholders on an "as converted" basis, the voting power
     of all convertible preferred stock will therefore also be reduced by a
     factor of 100.

..    Holders of Stock Options. If you are an option holder on the effective date
     of the split, the exercise price of your option will automatically increase
     by a factor of 100 and the number of underlying shares will decrease by a
     factor of 100 to reflect the 100-to-1 reverse split of the common stock.
     For example, an option to purchase 5,000 share of our common stock at $0.50
     per share would be converted into an option to purchase 50 shares of our
     common stock at $50 per share. The total exercise price remains $2,500.

The reverse stock split is structured to be a "going private" transaction as
defined in Rule 13e-3 under the Exchange Act because it is intended to, and, if
completed, will likely terminate our reporting requirements under the Exchange
Act. In connection with the stock split proposal, we are filing with the SEC a
Schedule 13E-3 pursuant to Rule 13e-3 under the Exchange Act. For a discussion
of why we are going private, please see "Purpose and Reasons for the Reverse
Stock Split" above.

                                                                              14



Exchange of Stock Certificates and Payment for Fractional Shares

When the reverse stock split is completed, each registered stockholder who holds
fewer than 100 shares immediately prior to the stock split will cease to have
any rights with respect to his or her shares and will only have the right to
receive the cash payment in lieu of the fractional share to which he or she
would otherwise be entitled. No service charges will be payable by stockholders
in connection with the exchange of certificates or the issuance of new stock or
cash payments -- we will bear these expenses. Old stock certificates that are
subsequently presented for transfer to a third party will not be transferred on
the books and records of the Company until the certificates representing the
shares have been exchanged for the cash payment or new stock certificates.

Our transfer agent, Interwest Transfer Company, Inc., will carry out the
exchange of old stock certificates for post-split certificates. If you are a
registered stockholder, you will receive a letter of transmittal after the
effective date of the reverse stock split, which we expect to be ((Notice Date +
21 days)). Upon your receipt of the letter of transmittal, please complete and
sign it and return it with your stock certificate(s) to us so that you can
receive new certificates and/or the cash payment for your shares. If the reverse
split is not consummated, we will return your shares to you. Please contact your
broker or other nominee if you hold your shares in "street name."

If any certificate representing shares of our stock is not presented for
exchange or cash payment, the new shares or the cash payment, as applicable,
will be administered in accordance with the relevant abandoned property laws.
Under these laws, stockholders generally have a certain number of years from the
date of the stock split to claim their shares or cash payment. If no claim is
made within this period, state law generally provides that these payments are
deemed abandoned and forfeit to the state. The state law of the state of the
last known residence of the stockholder, as shown on company records, usually
governs. In Delaware, this holding period is five years, but the exact number of
years may vary from state to state. Until new shares or cash payments have been
delivered to the public official pursuant to the abandoned property laws, the
cash payments or certificates will be paid to the stockholder or his or her
designee, without interest, when the stock certificate has been properly
presented for exchange or cash payment.

The Impact of the Reverse Stock Split on the Company's Stockholders

There are potential detriments to stockholders who remain as holders of our
stock after the reverse stock split and termination of registration under the
Exchange Act. For example, although there may be only a limited market for our
shares now, there will likely be no market after we go private. In addition, we
will no longer be subject to the periodic reporting requirements and the proxy
rules of the Exchange Act, reducing the rights of our remaining stockholders to
obtain information about the Company. However, the board determined that these
disadvantages are outweighed by the potential cost savings that we should
realize as a result of going private, which will benefit all stockholders who
remain after the completion of the stock split. Please see "Background" and
"Purpose and Reason for the Reverse Stock Split" above for further discussion of
the expenses of registration and our experiences with respect to the benefits of
registration.

                                                                              15



Stockholders who own fewer than 100 shares will be cashed out in connection with
the stock split and will not benefit if the Company's financial condition
improves or if it is sold for more than $0.20 per share in the future. However,
there are presently no offers to purchase the Company and the stock split will
allow small stockholders to liquidate their holdings for a price the board has
determined is fair without paying typical transaction costs. For a more detailed
discussion of the board's determination of the purchase price, please see
"Fairness of the Reverse Stock Split" above.

Rights, Preferences and Limitations. There are no material differences between
the respective rights, preferences or limitations of our existing shares and the
stock to be issued in connection with the split. No stockholder, whether
affiliated or unaffiliated (other than the small stockholders), will have a
material decrease in the percentage of the Company they own following the stock
split and any decrease that will occur will equally apply to affiliated and
unaffiliated stockholders. Any stockholder whose holdings are not in even
multiples of 100 shares will experience a slight relative decrease in his or her
ownership percentage after the split, but the maximum number of shares that
could be affected would be 99. As an example, the percentage ownership interest
of a stockholder with 250 shares would experience a relative decrease of 0.0003%
of his or her interest following the stock split due to the cancellation of the
50 odd lot shares in return for a cash payment. We have qualified our statements
as "relative decreases" because the percentage of ownership of the remaining
stockholders following the stock split, affiliated and unaffiliated, will be
slightly increased to the extent of the cancellation of the small stockholders'
holdings and any other odd-lot holdings that are not in an even multiple of 100
shares.

We have no current plans to issue additional shares of stock, but we reserve the
right to do so at any time and from time to time at prices and on terms that the
board determines to be in the best interests of the Company and its
stockholders. Persons who continue as stockholders following implementation of
the stock split will not have any preemptive or other preferential rights to
purchase any of the Company's stock that may be issued in the future.

Conduct of the Company's Business. We expect our business and operations to
continue as they are currently being conducted and the stock split is not
anticipated to have any effect upon our business. Other than going private as
described in this information statement, we have no current plans or proposals
to effect any extraordinary corporate transaction, such as a merger,
reorganization or liquidation; to sell or transfer any material amount of our
assets; to change our board or management; to change materially our indebtedness
or capitalization; or otherwise to effect any material change in our corporate
structure or business.

Financial Effect. The reverse stock split and the expenditures for professional
fees and other expenses related to the transaction will not have a material
effect on the Company's balance sheet, statement of income, earnings per share,
ratio of earnings to fixed charges or book value per share. The expenditures
have been estimated as follows: cash payment for fractional shares -- $310; fees
and expenses of legal counsel -- $20,000; fees and expenses of accountants --
$5,000; printing and postage -- $2,500; and miscellaneous -- $1,000. The only
consideration to be paid will be the cash payments for shares that would
otherwise be converted into fractional

                                                                              16



shares. We will use cash-on-hand as the sole source of funds for all
transactional expenditures related to the reverse stock split.

Effect on Market for Shares. If the reverse stock split is completed, we will
have 177,063 shares of common stock outstanding and believe that 110 registered
stockholders will remain (based on our most recent stockholder records). If the
board terminates registration of our stock under the Exchange Act, which is its
intention, there will be no public market for the new common stock. Please see
also the information contained above in the subsection captioned "Purpose and
Reasons for the Reverse Stock Split."

Securities Laws Relating to the New Shares. The new shares to be exchanged
pursuant to the stock split are expected to be freely transferable under the
Securities Act by those stockholders not considered "affiliates" of the Company.
Shares of new stock acquired by persons who are "affiliates" of the Company will
be subject to the resale restrictions of Rule 144 of the Securities Act.

Termination of the Exchange Act Registration. After the reverse stock split is
completed we intend to terminate the public registration of the Company's stock
with the SEC under the Exchange Act. Termination of our registration would
substantially reduce the information we are required to furnish to our
stockholders and to the SEC and would make certain provisions of the Exchange
Act, such as information statement disclosure in connection with stockholder
meetings and the related requirement of an annual report to stockholders, no
longer applicable to the Company. In addition, our executive officers, directors
and other affiliates would no longer be subject to many of the reporting
requirements and restrictions of the Exchange Act, including the reporting and
short-swing profit provisions of (S)16 of the Exchange Act. Upon termination of
Exchange Act registration, we will continue to be subject to the general
anti-fraud provisions of federal and applicable state securities laws.

Important Federal Income Tax Consequences of the Stock Split

The significant federal income tax consequences to the Company and stockholders
resulting from the reverse stock split are discussed below. This discussion is
based on existing U.S. federal income tax law, which may change, even
retroactively. Our analysis is not binding on the IRS and we cannot guaranty
that the IRS or the courts will not adopt a position that is contrary to the
statements contained in this proxy. This disclosure does not discuss all aspects
of federal income taxation which may be important to you in light of your
individual circumstances, and many stockholders may be subject to special tax
rules. In addition, this information statement does not discuss any state,
local, foreign, or other tax considerations. You should consult your tax advisor
as to the particular federal, state, local, foreign, and other tax consequences,
in light of your specific circumstances.

Our analysis also assumes that you are one of the following: (i) a citizen or
resident of the United States; (ii) a corporation or other entity taxable as a
corporation created or organized under U.S. law (federal or state); (iii) an
estate the income of which is subject to U.S. federal income taxation regardless
of its sources; (iv) a trust if a U.S. court is able to exercise primary
supervision over administration of the trust and one or more U.S. persons have
authority to control all substantial decisions of the trust; or (v) any other
person whose worldwide income

                                                                              17



and gain is otherwise subject to U.S. federal income taxation. Our conclusions
also assume that you have held and will continue to hold your shares as capital
assets for investment purposes under the tax code.

We believe that the reverse stock split should be treated as a tax-free
"recapitalization" for federal income tax purposes. This should result in no
material federal income tax consequences to the Company. If you continue to hold
new shares after the stock split, you should not recognize any gain or loss in
the split, and you should have the same adjusted tax basis and holding period in
your new stock as you had in your stock immediately prior to the stock split.

Your receipt of a cash payment in lieu of a fractional new share pursuant to the
stock split will be a taxable transaction for federal income tax purposes.
Accordingly, a stockholder who receives cash in lieu of a fractional new share
should recognize gain or loss equal to the difference between the amount of cash
received and the portion of the aggregate tax basis in his or her shares
allocable to the fractional new share interest for which he or she received
cash. If the shares of your stock were held as a capital asset on the date of
the stock split, then your gain or loss will be a capital gain or loss. This
capital gain or loss will be a long-term capital gain or loss if your holding
period for the shares is longer than one year.

Appraisal Rights

There are no appraisal rights for any stockholder who dissents from approval of
the reverse stock split proposal under our governing documents. Also, we have
concluded that there are no appraisal rights for any stockholder who dissents
from approval of the reverse stock split proposal under Delaware corporation
law. Generally, in Delaware, stockholders have appraisal rights if they dissent
from a merger or consolidation. In addition, Delaware law permits a corporation
to issue fractional shares and in lieu of issuing certificates representing the
fractional shares to pay to the stockholders entitled to receive fractional
shares an amount in cash specified as the value of the fractional shares. We
refer you, however, to (S)(S) 262 and 155 of the Delaware general corporation
law which proscribe the rights of stockholders to dissent and general treatment
of fractional shares in greater detail. There may be other rights or actions
under state law for stockholders who are aggrieved by reverse stock splits
generally. Although the nature and extent of these rights or actions are
uncertain and may vary depending upon the facts or circumstances, stockholder
challenges to corporate action in general are related to the fiduciary
responsibilities of corporate officers and directors and to the fairness of
corporate transactions.

                                   Management

The following describes the business background and the experience of each of
the directors and executive officers of the Company:

John C. Riener has been the Chief Executive Officer and Chairman of the Board of
Directors since June 2001. Mr. Riener has over twenty-five years of general
management experience both with large complex multinational corporations as well
as early stage technology companies. Mr. Riener began his management career with
American Express, where he became the first CEO of American Express Travel
Management Services. Under his leadership American Express Travel

                                                                              18



Management Services became the largest travel company in the world and the
largest profit contributor to American Express, Inc. During his fourteen-year
career with American Express, he was also CEO of the Corporate Card Division,
CEO of the Money Order Division and Senior Vice President of Marketing for the
consumer card organization. After leaving American Express in 1986, he became
CEO of Gelco Travel and Payments Systems where he increased sales and profit
significantly for both companies. In 1989 the Carlson Companies acquired Gelco
Travel and Mr. Riener became CEO of the new Carlson Travel Commercial Company.
Carlson Travel became the second largest travel company in the world. In 1997
Mr. Riener became President of Terion Inc., a venture backed early stage
technology company which provided two-way wireless communications to the
transportation industry, utilizing unique RF technology. Under his leadership,
the company attracted over $30 million in funding and formed strategic
partnerships with leading transportation companies including Penske Capital,
Detroit Diesel, Delphi Automotive, Knight Transportation, and GATX.

Michael M. Grand has been a director of the Company since its inception. Mr.
Grand is an attorney practicing in the areas of commercial and real estate law
and is a member of the Michigan bar. Mr. Grand is the President and sole
shareholder of Parthenon Holdings, LLC, a holding company and shareholder of
Montpilier Holdings, Inc., a holding company and significant stockholder of the
Company.

Edward C. Groark has been a director of the Company since December 2000. Mr.
Groark has provided independent consulting services to a variety of small
technology based start-ups since June 1999. Prior to that, he was President of
Riverbend Group, Inc., a consulting and integration group focused on networking
personal computers for corporate computing that he founded in 1983. In the early
'90s, he was instrumental in building Riverbend Group into a consortium of 30
similar companies across North America called USConnect. USConnect assisted
customers in developing first generation enterprise wide-area networks,
corporate email and groupware and web applications. In 1997, IKON Office
Solutions acquired USConnect and Mr. Groark served as IKON's Division President
for the Technology Services Division until June 1999.

Gerald W. Petitt has been a director of the Company since October 2002. Mr.
Petitt is the President and Chief Executive Officer of Creative Hotels
International and former co-chairman of Choice Hotels International which he
joined in 1980. He was named President of Choice in 1990 and guided the company
in numerous acquisitions which made Choice one of the world's largest lodging
chains. He currently serves on the board of directors of the Auto Club and the
Old Westbury Investment Fund. Mr. Petitt holds an MBA in marketing from
Dartmouth College.

Zimri C. Putney has been a director of the Company since December 2000. Mr.
Putney has been the Managing Director and Chief Executive Officer of NextGen
Capital, LLC since December 1997. He has over thirty years of experience as a
venture capitalist, investor, executive and scientist in technology companies.
As co-founder, President and Chief Executive Officer of the management
consulting firm Putney & Eckstein, Inc., he assisted technology CEOs in areas of
business and marketing strategy, quality management and operations from 1993 to
December 1997. For Solarex Corporation, the world's leading photovoltaic
company, he headed research and development and marketing in over 70 countries
before and after its

                                                                              19



acquisition by Amoco. For nearly ten years he served as an award-winning
scientist, inventor and technology manager for IBM. Mr. Putney earned a B.S.
degree in Physics from Syracuse University and an Sc.M. from Brown University.

Fred Gluckman served as a director from July 1999 to January 2003, when he
stepped down to focus on other business ventures.

           Stock Ownership of Management and Other Major Stockholders

The following table includes, as of ((Record Date)), information regarding the
beneficial ownership of our stock by each stockholder known by us to be the
beneficial owner of more than 5% of the outstanding shares of our common stock,
each director, each executive officer and all directors and executive officers
as a group.



                                Beneficial Ownership (2)
                                -----------------------------------------------------------------------------------------

                                              Common        Series C        Series C
                                 Common       Stock         Preferred       Preferred
Name and Address (1)             Stock        Options (3)   Stock (4)       Warrants (5)     Total (6)      Percent (7)
- -------------------------------------------------------------------------------------------------------------------------
                                                                                          
Zimri C. Putney (8)              1,500,000           --     2,148,505.2     1,860,000        81,670,103        83.4%


NextGen Fund II, L.L.C.            900,000           --     1,277,103.5(9)  1,104,000      48,522,069.8        74.3%
   12701 Fair Lakes Circle
   Suite 690
   Fairfax, VA 22033

NextGen SBS Fund II, L.L.C.        600,000           --       851,401.7(10)   736,000      32,348,033.2        65.6%
   12701 Fair Lakes Circle
   Suite 690
   Fairfax, VA 22033

Michael M. Grand (11)            4,300,000       50,000              --            --         4,350,000        24.5%

Michael W. Wynne                   500,000      500,000          90,000        90,000         4,600,000        21.1%
   901 Mackall Avenue
   McLean, VA 22101

Gerald R. McNichols                100,000           --          90,000        90,000         3,700,000        17.4%
   23349 Parsons Road
   Middleburg, VA 20117

Fred Gluckman (12)               1,761,875      215,000              --            --         1,976,875        11.0%
   8989 Daggett Street, #230                    100,000
   San Diego, CA  92111

Andreoli Family Trust (13)       1,761,875           --              --            --         1,761,875         9.9%
   3131 Liberty Circle S.
   Las Vegas, NV  89121


                                                                              20



                                                                                  
John C. Riener                         --      500,000             --           --       500,000       2.7%

Edward C. Groark                       --           --             --           --            --       0.0%

Gerald W. Petitt                       --           --             --           --            --       0.0%

All current directors and
executive officers as a group
(6 individuals)                 5,800,000      555,000    2,148,505.2    1,860,000    86,520,103      87.9%



1    Unless otherwise indicated, the address of each of the beneficial owners is
     c/o RFP Express Inc., 8989 Rio San Diego Drive #160, San Diego, California
     92108.

2    Unless otherwise indicated, we believe that all persons named in the table
     have sole voting and investment power with respect to all shares of Common
     Stock beneficially owned by them. A person is considered to be the
     beneficial owner of securities that can be acquired by that person within
     60 days of ((Record Date)) upon the exercise of warrants or option or the
     conversion of convertible securities.

3    Options to purchase shares of common stock that are presently or will
     become exercisable within 60 days.

4    Each share of Series C Preferred Stock is convertible without additional
     consideration into 20 shares of common stock, subject to adjustment for
     stock splits, stock dividends and other recapitalizations and
     reorganizations. The holders of the preferred stock and common stock vote
     together as a single class on all matters presented for the vote of our
     stockholders. Each preferred stockholder may cast a number of votes equal
     to the number of shares of common stock issuable upon conversion of his
     preferred stock.

5    Warrants to purchase shares of Series C Preferred Stock for $1.00 per share
     exercisable at any time until ten years from the date of issuance. Each
     share of preferred stock is convertible without additional consideration
     into 20 shares of common stock, subject to adjustment for stock splits,
     stock dividends and other recapitalizations and reorganizations.

6    Assumes that the beneficial owners' shares of preferred stock have been
     converted into common stock, and warrants to purchase shares of preferred
     stock have been exercised and converted into common stock.

7    Each beneficial owner's percent ownership is determined by assuming that
     options or warrants that are held by that person (but not those held by any
     other person) and which are exercisable within 60 days have been exercised
     and that shares of preferred stock that are held by that person (but not
     those held by any other person) have been converted into common stock.
     Because the SEC calculates beneficial ownership in this way, this column
     adds up to over 100%.

8    Includes the following shares owned by NextGen Fund II, L.L.C. and NextGen
     SBS Fund II, L.L.C.: (i) 1,500,000 shares of common stock; (ii) 1,875,461
     shares of preferred stock; (iii) two notes convertible into a total of
     253,044.2 shares of preferred stock at any time; and (iv) warrants to
     purchase 1,840,000 shares of preferred stock. Mr. Putney is a member of and
     is the managing director of the managing member of NextGen Fund II and
     NextGen SBS Fund II. Mr. Putney disclaims beneficial ownership of the
     shares held by both NextGen funds.

9    Includes a note convertible into 151,826.5 shares of preferred stock at any
     time.

10   Includes a note convertible into 101,217.17 shares of preferred stock at
     any time.

11   Includes 4,300,000 shares of common stock held by Montpilier Holdings,
     Inc., a Nevada corporation. Mr. Grand has sole power to vote or direct the
     voting of shares held by Montpilier.

12   Includes 1,761,875 shares of common stock held by the Gluckman Family Trust
     of which Mr. Gluckman is sole trustee. The "Common Stock Options" column
     includes 100,000 warrants to purchase common stock held by Tel.n.form,
     Inc., a California corporation of which Mr. Gluckman is President.

                                                                              21




13   Vera Ellen Andreoli is sole trustee of the Andreoli Family Trust.

Voting Agreement

The Company is a party to a voting agreement with the NextGen funds, Montpilier
Holdings, Inc., the Gluckman Family Trust, the Andreoli Family Trust and Robert
Steiner. Montpilier is owned indirectly by Mr. Grand, one of our directors, Mr.
Gluckman, a former director, is a trustee of the Gluckman Family Trust, and Mr.
Putney, also a director, is the Managing Director and Chief Executive Office of
the NextGen funds' parent company. Each of the parties to the voting agreement
have agreed to vote their shares in favor of electing to our board: (1)
Montpilier's designee; (2) the Gluckman Family Trust's designee; and (3)
NextGen's designees pursuant to the terms of the preferred stock. In January
2003, Mr. Gluckman resigned from the board to focus on other business ventures
and the Gluckman Family Trust has not designated a replacement. The voting
agreement will terminate if the parties agree to its termination, NextGen no
longer holds any of our voting stock or upon the sale of the Company. The
parties to the voting agreement have the shared power to vote, or direct the
vote of, 9,953,670 shares of our outstanding common stock and 1,875,462 shares
of our outstanding preferred stock, or approximately 80% of our outstanding
voting shares.


                               Market Information

Our common stock is traded on the NASDAQ(R) Over-the-Counter Bulletin Board
under the symbol "RFPX.OB." The following table lists the high and low closing
price of our common stock for each quarter of 2001 and 2002. Through ((Record
Date)), the high closing price in 2003 has been $[0.05] and the low, [$0.01].
The closing price represents prices between dealers exclusive of retail mark-up,
mark-down and may not necessarily represent actual transactions.

                                       2002                     2001
                              High         Low        High          Low

      First Quarter         $ 0.06       $ 0.05     $ 0.16        $ 0.08
      Second Quarter          0.07         0.05       0.23          0.08
      Third Quarter           0.07         0.04       0.14          0.04
      Fourth Quarter          0.05         0.01       0.05          0.05

We have never paid cash dividends on our stock. We intend to retain earnings, if
any, to finance the growth and development of our business and do not anticipate
paying any cash dividends in the foreseeable future. Any future dividends will
depend on our earnings, capital requirements and financial condition, and on
other factors that our board may consider relevant.


                 Transactions Between the Company and Management

In October 1999, we appointed Robert A. Steiner President of our IXATA.COM
subsidiary. Mr. Steiner, one of the co-founders of IXATA.COM, provided services
to IXATA.COM under a consulting contract entered into prior to our purchasing
the subsidiary. We entered into an a

                                                                              22



employment agreement with Mr. Steiner in April 2000 and the consulting agreement
was cancelled. In December 2000, we entered into a letter agreement with Mr.
Steiner modifying the terms of his employment. The agreement required us to make
monthly payments of $1,500 to Mr. Steiner beginning on January 1, 2002. Mr.
Steiner left the Company to pursue other interests and his employment agreement
was terminated effective March 31, 2001. We failed to make the required payments
to Mr. Steiner in the first quarter of 2002. However, we settled the matter
effective February 28, 2002. In connection with the settlement, we paid Mr.
Steiner $15,748, and, in May 2002, issued him and his designee a total of
1,259,840 shares of common stock.

We executed an employment agreement with Robert Cuthbertson as of November 20,
2000 to serve as our general manager. Mr. Cuthbertson's salary compensation was
$150,000 annually in addition to a $15,000 signing bonus. We issued Mr.
Cuthbertson options to acquire 500,000 shares of common stock with 25% vesting
May 20, 2001 and 25% annually on May 20 each year of continued employment. On
December 7, 2000 Mr. Cuthbertson was appointed the Chief Financial Officer of
the Company. In connection with cost cutting measures, Mr. Cuthbertson resigned
from the Board of Directors and his position was terminated August 24, 2001. In
a severence agreement that superceded his previous employment agreement, Mr.
Cuthbertson was granted options to purchase 333,000 shares of common stock which
vested immediately and three additional months salary.

We entered into an employment agreement with Michael W. Wynne as of December 20,
2000 to serve as our Chief Executive Officer and Chairman. Mr. Wynne's salary
under this agreement was $1.00 per year. In addition, to incent Mr. Wynne, we
granted him a restricted stock award of 1,500,000 shares. We also issued Mr.
Wynne options to acquire up to 4,500,000 shares of common stock. Mr. Wynne
stepped down from his position with the Company when he was selected to serve in
a position in President Bush's administration. His employment agreement was
restructured prior to his resignation on July 31, 2001. He was granted 500,000
shares and retained options for 1,500,000 shares, both vesting on the date he
resigned. The remainder of his stock and option awards were cancelled.

We entered into an employment agreement with John C. Riener as of May 24, 2001
to serve as our President and Chief Executive Office. Mr. Riener's salary was
$120,000 during 2001 and 2002. In addition, we granted Mr. Riener a restricted
stock award of 500,000 shares with 125,000 shares vesting annually on May 24
beginning in 2002. We also issued Mr. Riener options to acquire 2,000,000 shares
of common stock with 500,000 options vesting on November 24, 2001 and 500,000
options vesting annually on May 24 beginning in 2002. The exercise price of the
options is $0.18, the market price on the date of the grant.

In January 2001, we issued 500,000 shares of common stock to the law firm of
Kohrman Jackson & Krantz P.L.L., which serves as our legal counsel, to satisfy a
debt related to legal services. Christopher J. Hubbert, our Secretary, is also a
partner of Kohrman Jackson & Krantz.

On August 15, 2002, we issued a promissory note to each of NextGen Fund II,
L.L.C. and NextGen SBS Fund II, L.L.C., significant investors and stockholders
of the Company, in the amount of $151,826.49 and $101,217.66, respectively, in
connection with a loan to fund our

                                                                              23



working capital needs. The notes are convertible at any time into shares of
convertible preferred stock, at a price per share of $1.00.


                         Financial and Other Information

Our Form 10-KSB for the year ended December 31, 2001 (including the audited
financial statements) filed on April 16, 2002 and our Form 10-QSB for the
quarter ended September 30, 2002 (including the unaudited financial statements)
filed on November 20, 2002 are incorporated into this information statement by
reference. They are available for review from the Edgar filings obtained through
the SEC's website (www.sec.gov).

Our book value per share as of September 30, 2002 was $(0.11). In addition, our
ratio of earnings to fixed charges is as follows:

                            Earnings          Fixed Charges       Ratio

December 31, 2000           $ 543,654         $   1,968,036       .28:1
December 31, 2001              27,683             2,554,771       .01:1
September 30, 2002            102,382             2,538,150       .04:1

In order to effect the reverse stock split, we must amend our certificate of
incorporation by filing the amendment attached as Exhibit A with the Delaware
Secretary of State.

                                                                              24



                                    Exhibit A

     The Certificate of Incorporation of the Corporation is amended to add at
the end of Article Four the following:

     "Each outstanding share of Common Stock as of ________________, 2003 (the
"Split Date") shall be exchanged for 1/100 of a share of Common Stock. Each
certificate that prior to the Split Date represented shares of Common Stock
shall then represent the number of shares of Common Stock into which such shares
are split hereby; provided, however, that each person holding of record a stock
certificate or certificates that prior to the Split Date represented shares of
Common Stock shall receive, upon surrender of each such certificate or
certificates, a new certificate or certificates representing the number of
shares of Common Stock to which such person is entitled. No new certificates
representing fractional shares will be issued. Instead, the Corporation will pay
the fair value, as determined in the good faith judgment of the Corporation's
Board of Directors, for shares of stock that would otherwise be converted into
fractional shares as a result of the stock split."