Eclipse Retail

Eclipse Retail (A)

It was a stormy morning in November of 1998 when Jim Smart, the

general partner of Private Equity Partners (“PEP”), opened the envelope that

had arrived by overnight delivery from Eclipse Retail. Eclipse’s CEO,

George Sirf, had telephoned Jim and, after briefly introducing himself, pitched his

venture concept. Jim was intrigued and requested a copy of Eclipse’s business plan.

PEP, a $50 million venture capital fund, focused on early stage technology

ventures in the computing and health care fields. The firm focused on investing one to

three million dollars in a company’s first round of financing and believed that its industry

experience could help add value to portfolio companies. PEP partners sat on company

boards and acted in a consulting capacity, devoting as much as one day a week to each

firm in which they had invested.

George closed the door to his office and prepared to conduct an initial review

of Eclipse’s business plan.

Eclipse Retail:

The Future of Designer Retailing

This business plan has been submitted on a confidential basis solely to

sophisticated investors. The recipient should not reproduce or distribute

the plan without permission. Copies of the plan should be returned to

Eclipse Retail upon request.

Summary

Eclipse Retail, Inc. (the "Company" or "Eclipse Retail") seeks to become the dominant

Internet retailer of designer fashions, jewelry and home furnishings at discount prices.

The Company sells designer apparel, jewelry and home accessories at 20 to 80 percent

off of retail prices via its Web Site ("Eclipse Retail.com" or the "Web Site"). The Web

Site,