USWEB CORP, DEF 14A, 1999-04-30

USWEB CORP
DEF 14A, 1999-04-30
COMPUTER INTEGRATED SYSTEMS DESIGN

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

SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[_] Definitive Proxy Statement

[X] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

USWEB CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

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[LOGO OF USWEB APPEARS HERE]

Notice of Annual Meeting of Stockholders
To Be Held June 9, 1999

The Annual Meeting of Stockholders of USWeb Corporation, a Delaware
corporation (the "Company" or "USWeb/CKS"), will be held on Wednesday, June 9,
at 9:00 a.m., local time, at the Company's offices at 2880 Lakeside Drive,
Santa Clara, California 95054 (telephone (408) 987-3200), for the following
purposes:

1. To elect seven directors to serve for the following year and until their
successors are duly appointed;

2. To consider and vote to approve an amendment to the Company's 1996
Equity Compensation Plan to increase the number of shares reserved for
issuance thereunder by 7,500,000 shares (without giving effect to the
annual increases).

3. To consider and vote to approve an amendment to the Company's 1997
Acquisition Stock Option Plan to increase the number of shares reserved
for issuance thereunder by 5,000,000 shares (without giving effect to
the annual increases).

4. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent accountants of the Company for the fiscal year ending
December 31, 1999.

5. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on April 16, 1999 as
the record date for the determination of stockholders entitled to vote at this
meeting. Only stockholders of record at the close of business on April 16,
1999 are entitled to notice of and to vote at the meeting and any adjournment
thereof.

All stockholders are invited to attend the meeting in person. However, to
ensure your representation at the meeting, you are urged to mark, sign, date
and return the enclosed proxy card as promptly as possible in the postage
prepaid envelope enclosed for that purpose. You may revoke your proxy at any
time before it has been voted, and if you attend the meeting you may vote in
person even if you have previously returned your proxy card. Your prompt
cooperation will be greatly appreciated.

Sincerely,
/s/ Robert Shaw
Robert Shaw
Chief Executive Officer

Santa Clara, California
May 5, 1999.

YOUR VOTE IS IMPORTANT.

IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND
RETURN IT IN THE ENCLOSED ENVELOPE.

<PAGE>

USWEB CORPORATION
2880 LAKESIDE DRIVE, SUITE 300
SANTA CLARA, CALIFORNIA 95054

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of USWeb Corporation, a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders to
be held Wednesday, June 9, 1999 at 9:00 a.m., local time, or at any
adjournment thereof (the "Annual Meeting"), for the purposes set forth herein
and in the accompanying Notice of Annual Meeting of Stockholders. The Annual
Meeting will be held at the Company's offices at 2880 Lakeside Drive, Santa
Clara, California 95054. The Company's telephone number is (408) 987-3200.

These proxy solicitation materials and the Annual Report for the year ended
December 31, 1998 were mailed on or about May 5, 1999 to all stockholders
entitled to vote at the meeting.

Record Date and Principal Share Ownership

Only stockholders of record at the close of business on April 16, 1999 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting.
The Company has one series of Common Stock outstanding, designated Common
Stock, $0.001 par value. At the Record Date, 74,762,027 shares of the
Company's Common Stock were outstanding and held by approximately 870
stockholders of record.

The following table sets forth certain information with respect to the
beneficial ownership of the USWeb/CKS Common Stock as of April 16, 1999 for
(i) each person or entity who is known by USWeb/CKS to own beneficially more
than 5% of the outstanding USWeb/CKS Common stock, (ii) each of USWeb/CKS's
directors, (iii) each USWeb/CKS Named Executive Officer and (iv) all directors
and executive officers of USWeb as a group:

<TABLE>
<CAPTION>
Directors, USWeb/CKS Named Executive Officers, 5% Number of Percent of
Stockholders Shares Shares
and USWeb/CKS Executive Officers and Directors as a Beneficially Beneficially
Group Owned (1) Owned (1)
- --------------------------------------------------- ------------ ------------
<S> <C> <C>
SOFTVEN No. 2 Investment Enterprise Partnership..... 5,253,324 7.0%
24-1 Nihonbashi-Hakozakicho
Chuo-Ku
Tokyo, 103 Japan
Gary Rieschel (2)................................... 5,253,324 7.0
Mark Kvamme (3)..................................... 2,333,005 3.1
Thomas Suiter (4)................................... 1,712,752 2.3
Robert Hoff (5)..................................... 1,479,934 2.0
Robert Shaw (6)..................................... 1,200,000 1.6
Joe Firmage (7)..................................... 816,866 1.1
Tobin Corey (8)..................................... 597,772 *
Sheldon Laube (9)................................... 363,397 *
Kurt Garbe (10)..................................... 248,133 *
Bob Wise (11)....................................... 231,247 *
Joseph Marengi (12)................................. 30,000 *
Klaus Schwab (13)................................... 25,000 *
All executive officers and directors as a group (9
persons) (14)
</TABLE>
- --------
* less than 1%.
<PAGE>

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants held by
that person that are currently exercisable or exercisable within 60 days
of April 16, 1999 are deemed outstanding. Such shares, however, are not
deemed outstanding for the purposes of computing the percentage ownership
of each other person. Except as indicated in the footnotes to this table
and as provided by applicable community property laws, each stockholder
named in the table above has sole voting and investment power with
respect to the shares set forth opposite such stockholder's name.
(2) Consists of 5,253,324 shares of USWeb/CKS Common Stock held by SOFTVEN
No. 2 Investment Enterprise Partnership. Gary Rieschel, Executive
Managing Director of SOFTBANK Holdings, an affiliate of SOFTVEN No. 2
Investment Enterprise Partnership, served on the USWeb Board at the
Record Date. Mr. Rieschel disclaims beneficial ownership of such shares.
(3) Includes options to purchase 60,000 shares of USWeb/CKS Common Stock
which are exercisable within 60 days.
(4) Includes options to purchase 45,000 shares of USWeb/CKS Common Stock
which are exercisable within 60 days.
(5) Includes warrants to purchase 12,077 shares held by Crosspoint Venture
Partners. Mr. Hoff is a general partner of Crosspoint Venture Partners.
Mr. Hoff disclaims beneficial ownership of all such shares.
(6) Represents options exercisable within 60 days for 1,200,000 shares of
USWeb/CKS Common Stock, which if exercised before being fully vested, are
subject to repurchase by USWeb/CKS.
(7) Includes 105,000 shares representing options exercisable for USWeb/CKS
Common Stock within 60 days, 49,583 of which, if exercised before being
fully vested, are subject to repurchase by USWeb/CKS.
(8) Includes 105,000 shares representing options exercisable for USWeb/CKS
Common Stock within 60 days, 49,583 of which, if exercised before being
fully vested, are subject to repurchase by USWeb/CKS.
(9) Includes 30,000 shares representing options exercisable for USWeb/CKS
Common Stock within 60 days, 14,167 of which, if exercised before being
fully vested, are subject to repurchase by USWeb/CKS.
(10) Includes 244,800 shares representing options exercisable for USWeb/CKS
Common Stock within 60 days, 171,646 of which, if exercised before being
fully vested, are subject to repurchase by USWeb/CKS.
(11) Includes 227,056 shares representing options exercisable for USWeb/CKS
Common Stock within 60 days, 162,516 of which, if exercised before being
fully vested, are subject to repurchase by USWeb/CKS.
(12) Represents options exercisable within 60 days for 30,000 shares of
USWeb/CKS Common Stock, which if exercised before being fully vested, are
subject to repurchase by USWeb/CKS.
(13) Represents options exercisable within 60 days for 25,000 shares of
USWeb/CKS Common Stock, which if exercised before being fully vested, are
subject to repurchase by USWeb/CKS.
(14) See notes (2)-(13) above.

Revocability of Proxies

The enclosed Proxy is revocable at any time before its use by delivering to
the Company a written notice of revocation or a duly executed Proxy bearing a
later date. If a person who has executed and returned a Proxy is present at
the Annual Meeting and wishes to vote in person, he or she may elect to do so
and thereby suspend the power of the proxy holders to vote his or her Proxy.
This Proxy Statement and form of proxy were first sent or given to
stockholders on or about May 5, 1999 together with the Notice of Annual
Meeting of Stockholders.

Voting and Solicitation

On all matters each share has one vote. This solicitation is made by the
Company, and all related costs will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners in accordance with applicable regulations.
Proxies may also be solicited by certain of the Company's directors, officers
and regular employees, without additional compensation, personally or by
telephone, electronic mail or facsimile.

2
<PAGE>

Every stockholder voting for the election of directors is entitled to one
vote for each share held. No stockholder will be permitted to cumulate votes
at any election of directors.

Quorum; Abstentions; Broker Non-votes

The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "FOR," "AGAINST" or "WITHHELD FROM" a matter are
treated as being present at the meeting for purposes of establishing a quorum
and are also treated as shares "represented and voting" at the Annual Meeting
(the "Votes Cast") with respect to such matter.

While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both the presence or absence of
a quorum for the transaction of business and the total number of Votes Cast
with respect to a particular matter. In the absence of controlling precedent
to the contrary, the Company intends to treat abstentions in this manner.
Because directors are elected by a plurality vote, however, abstentions in the
election of directors have no import once a quorum exists. In a 1988 Delaware
case, Berlin v. Emerald Partners, the Delaware Supreme Court held that, while
broker non-votes may be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, broker non-votes should
not be counted for purposes of determining the number of Votes Cast with
respect to the particular proposal on which the broker has expressly not
voted. Broker non-votes with respect to proposals set forth in this Proxy
Statement will therefore not be considered "Votes Cast" and, accordingly, will
not affect the determination as to whether the requisite majority of Votes
Cast has been obtained with respect to a particular matter.

Deadline For Receipt of Stockholder Proposals

Proposals of stockholders of the Company that are intended to be presented
by such stockholders at the Company's 2000 annual meeting of stockholders must
be received by the Company no later than January 5, 2000 in order to be
considered for possible inclusion in the Company's proxy statement and form of
proxy relating to that meeting.

Pursuant to Rule 14a-4 under the Exchange Act, proposals of stockholders of
the Company that are intended to be presented by such stockholders at the
Company's 2000 annual meeting of stockholders and that are not eligible for
inclusion in the proxy statement and form of proxy relating to that meeting
must be received by the Company no later than March 21, 2000. If such
stockholders fail to comply with the foregoing notice provision, then the
proxy holders will be allowed to use their discretionary voting authority when
the proposal is raised at the 2000 annual meeting.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the Annual Meeting, a Board of seven directors is to be elected. Unless
otherwise instructed, the proxy holders will vote all of the proxies received
by them for the Company's seven nominees named below, all of whom are
currently directors of the Company. If any nominee of the Company is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee who is designated by the current Board of
Directors to fill the vacancy. The Company is not aware of any nominee who
will be unable or will decline to serve as a director. The term of office of
each person elected as a director will continue until the next annual meeting
of stockholders or until a successor has been elected and qualified.

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<PAGE>

Vote Required; Recommendation of the Board

If a quorum is present and voting, the seven nominees for director receiving
the highest number of votes shall be elected as directors. Votes withheld from
any nominee are counted for purposes of determining the presence or absence of
a quorum but have no other legal effect under Delaware law.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE COMPANY'S
NOMINEES FOR DIRECTOR.

Nominees

The nominees, and certain information about them as of the Record Date, are
set forth below:

<TABLE>
<CAPTION>
Director
Name of Nominee Age Positions Since
--------------- --- --------- --------
<S> <C> <C> <C>
Mark Kvamme........................... 38 Chairman of the Board December 1998
Robert Shaw........................... 51 Chief Executive Officer November 1998
Tobin Corey........................... 37 President April 1998
Robert Hoff (1) (2)................... 46 Director February 1996
Joseph Marengi........................ 45 Director August 1998
Peter Sealey.......................... 58 Director April 1999
Klaus Schwab.......................... 61 Director June 1998
</TABLE>
- --------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

Mr. Mark Kvamme became Chairman of the Board and a director of USWeb/CKS
upon consummation of the USWeb-CKS merger in December 1998. In 1989, Mr.
Kvamme became a Partner in CKS Group and from 1991 until December 1998 served
as the Chairman of its Board of Directors and Chief Executive Officer. Prior
to joining CKS Group, Mr. Kvamme held management and marketing positions at
Wyse Technology, a terminal and personal computer manufacturer, International
Solutions, Inc., a computer products distributor, and Apple Computer, a
personal computer manufacturer. Mr. Kvamme also serves as a director of
Macromedia, Inc.

Mr. Robert Shaw joined USWeb in November 1998 as Chief Executive Officer and
a director. Prior to joining USWeb, Mr. Shaw served as Executive Vice
President of Worldwide Consulting Services and Vertical Markets of Oracle
Corporation since February 1997, and Senior Vice President of Worldwide
Applications and Services of Oracle Corporation from August 1995 to January
1997. From June 1992 to July 1995, Mr. Shaw served as Senior Vice President of
Global Services of Oracle Corporation. Prior to joining Oracle Corporation,
Mr. Shaw served as a Vice President of the West Coast Information Systems
Group of Booz-Allen & Hamilton from June 1989 to June 1992.

Mr. Tobin Corey co-founded the Company in December 1995 and has served as
its President since June 1996 and as a Director since April 1998. Prior to
June 1996, Mr. Corey served as its Executive Vice President, Marketing. From
1994 to December 1995, Mr. Corey served as Vice President of Marketing for the
NetWare Products Division of Novell. From 1991 through 1994, Mr. Corey served
as Director of Marketing for the Desktop Division of Novell.

Mr. Robert Hoff has served as a Director of the Company since February 1996.
He has been a general partner of Crosspoint Venture Partners, a private
venture capital investment company, since September 1983. Mr. Hoff also serves
as a director of Com 21, Inc., Onyx Acceptance Corporation and PairGain
Technologies, Inc.

Mr. Joseph Marengi has served as a Director of USWeb since August 1998. Mr.
Marengi currently serves as senior vice president and group general manager
for Dell Computer Corporation, a personal computer manufacturer. Prior to
joining Dell, Mr. Marengi served as president and chief operating officer for
Novell, Inc., a network software company. He joined Novell in 1989 through the
acquisition of Excelan.

4
<PAGE>

Prior to serving as president and chief operating officer, Mr. Marengi served
in several positions including executive vice president of worldwide sales and
field operations. As executive vice president, he was responsible for setting
up the major account, licensing and consulting programs, and for overseeing
the company's international expansion.

Mr. Peter Sealey was appointed a Director of USWeb/CKS in April 1999. He is
an Adjunct Professor of Marketing at the Haas School of Business of the
University of California at Berkeley where he also serves as Co-Director of
the Center for Marketing and Technology. He is also a management consultant,
serving primarily technology-oriented companies. Mr. Sealey was employed by
the Coca-Cola Company for 24 years, where he held a series of senior
management positions, including Senior Vice President, Global Marketing. He is
a member of The Academy of Motion Picture Arts and Sciences and a director of
CyberGold Inc., Round Table Pizza, Inc., Encanto Networks, Inc. and
Autoweb.com, Inc.

Mr. Klaus Schwab has served as a Director of USWeb since June 1998. Mr.
Schwab is president of the World Economic Forum, an international membership
organization integrating leaders from business, government and academia into a
partnership with the aim of improving the state of the world. He is a board
member of the Earth Council, the Foundation Board of the UNESCO's World
Foundation for AIDS Research and Prevention, as well as a member of the Board
of Trustees of the Peres Center for Peace. He also served as vice-chairman of
the UN Committee for Development Planning. Mr. Schwab has been a professor of
Business Policy at the University of Geneva since 1972.

Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's nominees named above. In the event that any
of the nominees are unable or decline to serve as a director or directors at
the time of the Annual Meeting, the proxy holders will vote the proxies in
their discretion for any nominee who is designated by the current Board of
Directors to fill the vacancy or vacancies. It is not expected that any of the
nominees will be unable or will decline to serve as directors. In the event
that additional persons are nominated for election as directors, the proxy
holders intend to vote all proxies received by them in such a manner as will
assure the election of as many of the nominees listed above as possible, and
in such event the specific nominees to be voted for will be determined by the
proxy holders.

Board Meetings and Committees

During fiscal 1998, the Board of Directors held 13 meetings and had 12
actions by written consent of the Board of Directors. Except for Mr. Marengi,
no director attended less than 75% of the meetings of the Board of Directors
for which he was eligible. The committees of the Board of Directors include an
Audit Committee and a Compensation Committee. There is no nominating
committee.

The Audit Committee, formed in September 1997, met with auditors during
fiscal 1998. The Audit Committee, consisting of Mr. Hoff and a recent vacancy
the Company intends to fill no later than the first meeting of the Board of
Directors following the annual meeting, recommends the selection of
independent public accountants to the Board of Directors, reviews the scope
and results of the audit and other services provided by the Company's
independent accountants, and reviews the Company's accounting practices and
its systems of internal accounting controls.

The Compensation Committee, formed in September 1997, held two meetings
during fiscal 1998. The Compensation Committee, consisting of Mr. Hoff and a
recent vacancy the Company intends to fill no later than the first meeting of
the Board of Directors following the annual meeting, reviews and approves the
salaries, bonuses and other compensation payable to the Company's executive
officers and administers and makes recommendations concerning the Company's
employee benefit plans.

5
<PAGE>

Compensation of Directors

The Company reimburses its directors for all out-of-pocket expenses incurred
in the performance of their duties as directors of the Company. The Company
currently does not pay fees to its directors for attendance at meetings. The
Company also grants stock options to directors. See "Additional Information
Relating to Directors and Officers of the Company--Employee Benefit Plans."

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee of the Company serves as a member of
the board of directors or compensation committee of any entity that has one or
more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee. There were no transactions between the
Company and entities affiliated with members of the Compensation Committee.

6
<PAGE>

PROPOSAL NO. 2

AMENDMENT TO THE COMPANY'S
1996 EQUITY COMPENSATION PLAN

General

The 1996 Equity Compensation Plan (the "1996 Equity Plan") was adopted by
the Board of Directors in October 1996, approved by the stockholders in
December 1996 and amended in September 1997, November 1997, and May 1998. The
1996 Equity Plan is a primary means used by the Company to attract and retain
skilled employees in a highly competitive industry. Accordingly, the continued
use of stock options is a key factor in determining the Company's future
success. Replenishing the pool available for grant under the Company's option
plans from time-to-time is necessary in order to continue using equity
incentives. The 1996 Equity Plan currently reserves for issuance 7,000,000
(including shares already issued or subject to outstanding options) shares of
Common Stock plus annual increases (which began October 1998) equal to the
lesser of (i) 400,000 shares, (ii) 4% of the total outstanding shares, or
(iii) a lesser amount to be determined by the Board of Directors. As of April
16, 1999, options to purchase 6,087,719 shares were outstanding under the 1996
Equity Plan held by an aggregate of 965 persons at a weighted average exercise
price of $20.17 per share and 605,176 shares remained available for future
grants (without giving effect to the increase in shares being presented to the
stockholders for approval at the Annual Meeting or the annual increases
described above). Options for 307,105 shares under the 1996 Equity Plan have
been exercised prior to April 16, 1999. The 605,176 remaining shares are not
expected to be sufficient to meet the Company's equity incentive needs and,
accordingly, this Proposal No. 2 to increase the shares reserved is being
presented.

Proposal

In February 1999, the Board of Directors approved an amendment to the 1996
Equity Plan to increase the number of shares reserved for issuance thereunder
by an additional 7,500,000 shares for an aggregate of 14,500,000 shares
(without giving effect to the annual increases). The amendment to the 1996
Equity Plan is proposed in order to give the Board of Directors flexibility to
grant stock options. The Company believes that grants of stock options
motivate high levels of performance and provide an effective means of
recognizing employee contributions to the success of the Company. At present,
all newly hired full-time employees are eligible to be granted stock options.
The Company believes that this policy is of great value in recruiting and
retaining highly qualified technical and other key personnel who are in great
demand. The Board of Directors believes that the ability to grant options will
be important to the future success of the Company by allowing it to remain
competitive in attracting and retaining such key personnel.

At the Annual Meeting, the stockholders are being requested to approve the
increase in the number of shares reserved for issuance under the 1996 Equity
Plan by 7,500,000 shares (without giving effect to the annual increases).

Required Vote; Recommendation of the Board of Directors

The affirmative vote of the holders of a majority of the shares represented
in person or by proxy and voting at the Annual Meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) will
be required to approve and ratify the increase in the number of shares
reserved under the 1996 Equity Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

7
<PAGE>

Summary of the 1996 Equity Plan

The essential features of the 1996 Equity Plan, a copy of which may be
obtained from the Company, are outlined below.

General. The purpose of the 1996 Equity Plan is to attract and retain the
best available personnel for positions of substantial responsibility with the
Company, to provide additional incentive to the employees, directors and
consultants of the Company and to promote the success of the Company's
business. Options and stock purchase rights may be granted under the 1996
Equity Plan. Options granted under the 1996 Equity Plan may be either
"incentive stock options," as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or nonstatutory stock options.

Administration. The 1996 Equity Plan may generally be administered by the
Board or the Committee appointed by the Board (as applicable, the
"Administrator"). The Administrator may make any determinations deemed
necessary or advisable for the 1996 Equity Plan.

Eligibility. Nonstatutory stock options and stock purchase rights may be
granted under the 1996 Equity Plan to employees, directors and consultants of
the Company and any parent or subsidiary of the Company. Incentive stock
options may be granted only to employees. The Administrator, in its
discretion, selects the employees, directors and consultants to whom options
and stock purchase rights may be granted, the time or times at which such
options and stock purchase rights shall be granted, and the number of shares
subject to each such grant.

Limitations. Section 162(m) of the Code places limits on the deductibility
for federal income tax purposes of compensation paid to certain executive
officers of the Company. In order to preserve the Company's ability to deduct
the compensation income associated with options and stock purchase rights
granted to such persons, the 1996 Equity Plan provides that no employee,
director or consultant may be granted, in any fiscal year of the Company,
options and stock purchase rights to purchase more than 150,000 shares of
Common Stock. Notwithstanding this limit, however, in connection with such
individual's initial employment with the Company, he or she may be granted
options or stock purchase rights to purchase up to an additional 300,000
shares of Common Stock.

Terms and Conditions of Options. Each option is evidenced by a stock option
agreement between the Company and the optionee, and is subject to the
following additional terms and conditions:

(a) Exercise Price. The Administrator determines the exercise price of
options at the time the options are granted. The exercise price of an
incentive stock option may not be less than 100% of the fair market value
of the Common Stock on the date such option is granted; provided, however,
the exercise price of an incentive stock option granted to a 10%
stockholder may not be less than 110% of the fair market value of the
Common Stock on the date such option is granted. The exercise of
nonstatutory stock options intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) may not be less than
100% of the fair market value of Common Stock on the date such option is
granted. The fair market value of the Common Stock is generally determined
with reference to the closing sale price for the Common Stock (or the
closing bid if no sales were reported) on the last market trading day prior
to the date the option is granted.

(b) Exercise of Option; Form of Consideration. The Administrator
determines when options become exercisable, and may in its discretion,
accelerate the vesting of any outstanding option. The means of payment for
shares issued upon exercise of an option is specified in each option
agreement. The 1996 Equity Plan permits payment to be made by cash, check,
promissory note, other shares of Common Stock of the Company (with some
restrictions), cashless exercises, a reduction in the amount of any Company
liability to the optionee, any other form of consideration permitted by
applicable law, or any combination thereof.

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<PAGE>

(c) Term of Option. The term of an incentive stock option may be no more
than ten (10) years from the date of grant; provided that in the case of an
incentive stock option granted to a 10% stockholder, the term of the option
may be no more than five (5) years from the date of grant. No option may be
exercised after the expiration of its term.

(d) Termination of Employment. If an optionee's employment or consulting
relationship terminates for any reason (including death or disability),
then all options held by the optionee under the 1996 Equity Plan expire on
the earlier of (i) the date set forth in his or her notice of grant or (ii)
the expiration date of such option. The 1996 Equity Plan and the option
agreement may provide for a longer period of time for the option to be
exercised after the optionee's death or disability than for other
terminations. To the extent the option is exercisable at the time of such
termination, the optionee (or the optionee's estate or the person who
acquires the right to exercise the option by bequest or inheritance) may
exercise all or part of his option at any time before termination.

(e) Nontransferability of Options. Unless otherwise determined by the
Administrator, options granted under the 1996 Equity Plan are not
transferable other than by will or the laws of descent and distribution,
and may be exercised during the optionee's lifetime only by the optionee.

(f) Other Provisions. The stock option agreement may contain other terms,
provisions and conditions not inconsistent with the 1996 Equity Plan as may
be determined by the Administrator.

Stock Purchase Rights. In the case of stock purchase rights, unless the
Administrator determines otherwise, the Restricted Stock Purchase Agreement
shall grant the Company a repurchase option exercisable upon the voluntary or
involuntary termination of the purchaser's employment with the Company for any
reason (including death or disability). The purchase price for shares
repurchased pursuant to the Restricted Stock Purchase Agreement shall be the
original price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall
lapse at a rate determined by the Administrator.

Automatic Option Grants to Outside Directors. Generally, each non-employee
director will be automatically granted a nonstatutory stock option to purchase
25,000 shares of Common Stock (the "First Option") on the date such person
becomes a non-employee director (except those non-employee directors who are
also partners or members of any venture capital firm or similar organization
which owns securities having more than 4% of the voting power of the Company).
Each non-employee director will also be automatically granted a nonstatutory
stock option to purchase 7,000 shares of Common Stock (the "Subsequent
Option") each year upon such person's reelection to the Board; provided he or
she has served on the Board for at least the preceding six (6) months. Non-
employee director options have a term of ten (10) years from the date of grant
and have an exercise price equal to fair market value on the date of grant.
The First Option shall vest as 1/48 of the shares subject to the First Option
each month. The Subsequent Option shall vest as to 1/12 of the shares subject
to the Subsequent Option each month.

Adjustments Upon Changes in Capitalization. In the event that the stock of
the Company changes by reason of any stock split, reverse stock split, stock
dividend, combination, reclassification or other similar change in the capital
structure of the Company effected without the receipt of consideration,
appropriate adjustments shall be made in the number and class of shares of
stock subject to the 1996 Equity Plan, the number and class of shares of stock
subject to any option or stock purchase right outstanding under the 1996
Equity Plan, and the exercise price of any such outstanding option or stock
purchase right.

In the event of a liquidation or dissolution, any unexercised options or
stock purchase rights will terminate. The Administrator may, in its
discretion, provide that each optionee shall have the right to exercise all of
the optionee's options and stock purchase rights, including those not
otherwise exercisable, until the date fifteen (15) days prior to the
consummation of the liquidation or dissolution.

9
<PAGE>

In the event of a merger of the Company with or into another corporation, or
the sale of substantially all of the assets of the Company, each outstanding
option or stock purchase right shall be assumed or an equivalent option or
right substituted by the successor corporation. If the successor corporation
refuses to assume the options and stock purchase rights or to substitute
substantially equivalent options and stock purchase rights, the optionee shall
have the right to exercise the option or stock purchase right as to all the
optioned stock, including shares not otherwise exercisable. In such event, the
Administrator shall notify the optionee that the option or stock purchase
right is fully exercisable for fifteen (15) days from the date of such notice
and that the option or stock purchase right terminates upon expiration of such
period.

Amendment and Termination of the 1996 Equity Plan. The Board may amend,
alter, suspend or terminate the 1996 Equity Plan, or any part thereof, at any
time and for any reason. However, the Company shall obtain stockholder
approval for any amendment to the 1996 Equity Plan to the extent necessary and
desirable to comply with applicable law. No such action by the Board or
stockholders may alter or impair any option or stock purchase right previously
granted under the 1996 Equity Plan without the written consent of the
optionee. Unless terminated earlier, the 1996 Equity Plan shall terminate in
December 2006.

Federal Income Tax Consequences

Options granted under the Stock Incentive Plan may be either incentive stock
options, as defined in Section 422 of the Code, or nonstatutory options.

An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,
although the exercise may subject the optionee to the alternative minimum tax.
Upon the sale or exchange of the shares more than two years after grant of the
option and one year after exercise of the option, any gain or loss will be
treated as long-term capital gain or loss. If these holding periods are not
satisfied, the optionee will recognize ordinary income at the time of sale or
exchange equal to the difference between the exercise price and the lower of
(i) the fair market value of the shares at the date of the option exercise or
(ii) the sale price of the shares. Any gain or loss recognized on such a
premature disposition of the shares in excess of the amount treated as
ordinary income will be characterized as long-term or short-term capital gain
or loss, depending on the holding period. A different rule for measuring
ordinary income upon such a premature disposition may apply if the optionee is
also an officer, director, or 10% Stockholder of the Company. The Company will
be entitled to a deduction in the same amount as the ordinary income
recognized by the optionee.

All of the options which do not qualify as incentive stock options are
referred to as nonstatutory options. An optionee will not recognize any
taxable income at the time he is granted a nonstatutory option. However, upon
its exercise, the optionee will recognize taxable income generally measured as
the excess of the then fair market value of the shares purchased over the
purchase price. Any taxable income recognized in connection with an option
exercise by an optionee who is also an employee of the Company will be subject
to tax withholding by the Company. The Company will be entitled to a tax
deduction in the same amount as the ordinary income recognized by the
optionee. Upon disposition of such shares by the optionee, any difference
between the sales price and the optionee's purchase price, to the extent not
recognized as taxable income as described above, will be treated as long-term
or short-term capital gain or loss, depending the holding period.

10
<PAGE>

will recognize ordinary income on the dates when such restricted stock ceases
to be subject to a substantial risk of forfeiture. The restricted stock will
generally cease to be subject to a substantial risk when it is no longer
subject to the Company's right to repurchase such stock upon the purchaser's
termination of employment with the Company or upon vesting. At such times, the
purchaser will recognize ordinary income measured as the difference between
the purchase price and the fair market value of such stock on the date the
stock is no longer subject to a substantial risk of forfeiture.

The purchaser may accelerate to the date of purchase his or her recognition
of ordinary income, if any, and the beginning of any capital gain holding
period by timely filing an election pursuant to Section 83(b) of the Code. In
such event, the ordinary income recognized, if any, is measured as the
difference between the purchase price and the fair market value of the stock
on the date of purchase, and the capital gain holding period commences on such
date. The ordinary income recognized by a purchaser who is an employee will be
subject to tax withholding by the Company. Different rules may apply if the
purchaser is also an officer, director, or 10% Stockholder of the Company.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON OPTIONEES, HOLDERS OF STOCK PURCHASE RIGHTS, AND THE COMPANY WITH RESPECT
TO THE SHARES PURCHASED UNDER THE STOCK INCENTIVE PLAN. IT DOES NOT PURPORT TO
BE COMPLETE, AND REFERENCE SHOULD BE MADE TO THE APPLICABLE PROVISIONS OF THE
TAX CODE. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE TAX CONSEQUENCES OF
THE EMPLOYEE'S OR CONSULTANT'S DEATH OR THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE EMPLOYEE OR CONSULTANT MAY
RESIDE.

See the section entitled "Participation" under Proposal No. 3 for additional
information regarding the 1996 Equity Plan and related equity compensation
actions.

PROPOSAL NO. 3

AMENDMENT TO THE COMPANY'S
1997 ACQUISITION STOCK OPTION PLAN

General

The 1997 Acquisition Stock Option Plan (the "1997 Acquisition Plan") was
adopted by the Board of Directors in February 1997 and was subsequently
amended in July 1997, November 1997, and May 1998. The stockholders approved
the amended 1997 Acquisition Plan in May 1998. The 1997 Acquisition Plan is a
primary means used by the Company to retain skilled employees hired in
connection with acquisitions and can be valuable in other situations to
further the Company's objectives. Because of the highly competitive nature of
the industry of which the Company is a part and the disruptive effects of
acquisitions, the Company believes that the granting of stock options is a key
factor in determining the Company's future success. The 1997 Acquisition Plan
currently reserves for issuance 20,000,000 shares of Common Stock, plus annual
increases (which began February 1998) of the lesser of (i) 400,000 shares,
(ii) 4% of the total outstanding shares, or (iii) a lesser amount to be
determined by the Board of Directors. As of April 16, 1999, options to
purchase 11,685,066 shares were outstanding under the 1997 Acquisition Plan
held by an aggregate of 955 persons at a weighted average exercise price of
$17.79 per share and 4,399,083 shares remained available for future grants
(without giving effect to the increase in shares being presented to the
stockholders for approval at the Annual Meeting or the annual increases
described above). Options for 3,915,851 shares under the 1997 Acquisition Plan
have been exercised prior to April 16, 1999.

Proposal

In February 1999, the Board approved an amendment to the 1997 Acquisition
Plan to increase the number of shares reserved for issuance thereunder by an
additional 5,000,000 shares for an aggregate of

11
<PAGE>

25,000,000 shares (without giving effect to the annual increases). The
amendment to the 1997 Acquisition Plan is proposed in order to give the Board
of Directors flexibility to grant stock options. The Company believes that
grants of stock options motivate high levels of performance and provide an
effective means of recognizing employee contributions to the success of the
Company. At present, all newly hired full-time employees are eligible to be
granted stock options. The Company believes that this policy is of great value
in recruiting and retaining highly qualified technical and other key personnel
who are in great demand. The Board of Directors believes that the ability to
grant options will be important to the future success of the Company by
allowing it to remain competitive in attracting and retaining such key
personnel.

At the Annual Meeting, the stockholders are being requested to approve the
increase in the number of shares reserved for issuance under the 1997
Acquisition Plan by 5,000,000 shares.

Vote Required and Recommendation

The affirmative vote of the holders of a majority of the shares represented
in person or by proxy, and voting at the Annual Meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) will
be required to approve and ratify the increase in the number of shares
reserved under the 1997 Acquisition Plan.

The Board of Directors unanimously recommends that stockholders vote "FOR"
the amendment to the Company's 1997 Acquisition Stock Option Plan.

Summary of the 1997 Acquisition Plan

The essential features of the 1997 Acquisition Plan, a copy of which may be
obtained from the Company, are outlined below.

General. The purpose of the 1997 Acquisition Plan is to attract and retain
the best available personnel for positions of substantial responsibility with
the Company, to provide additional incentive to the employees, directors and
consultants of the Company and to promote the success of the Company's
business. Options and stock purchase rights may be granted under the 1997
Acquisition Plan. Options granted under the 1997 Acquisition Plan may be
either "incentive stock options," as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or nonstatutory stock options.

Administration. The 1997 Acquisition Plan may generally be administered by
the Board or the Committee appointed by the Board (as applicable, the
"Administrator"). The Administrator may make any determinations deemed
necessary or advisable for the 1997 Acquisition Plan.

Eligibility. Nonstatutory stock options and stock purchase rights may be
granted under the 1997 Acquisition Plan to employees, directors and
consultants of the Company and any parent or subsidiary of the Company.
Incentive stock options may be granted only to employees. The Administrator,
in its discretion, selects the employees, directors and consultants to whom
options and stock purchase rights may be granted, the time or times at which
such options and stock purchase rights shall be granted, and the number of
shares subject to each such grant.

12
<PAGE>

Limitations. Section 162(m) of the Code places limits on the deductibility
for federal income tax purposes of compensation paid to certain executive
officers of the Company. In order to preserve the Company's ability to deduct
the compensation income associated with options and stock purchase rights
granted to such persons, the 1997 Acquisition Plan provides that no employee,
director or consultant may be granted, in any fiscal year of the Company,
options and stock purchase rights to purchase more than 150,000 shares of
Common Stock. Notwithstanding this limit, however, in connection with such
individual's initial employment with the Company, he or she may be granted
options or stock purchase rights to purchase up to an additional 2,000,000
shares of Common Stock.

Terms and Conditions of Options. Each option is evidenced by a stock option
agreement between the Company and the optionee, and is subject to the
following additional terms and conditions:

(b) Exercise of Option; Form of Consideration. The Administrator
determines when options become exercisable, and may in its discretion,
accelerate the vesting of any outstanding option. The means of payment for
shares issued upon exercise of an option is specified in each option
agreement. The 1997 Acquisition Plan permits payment to be made by cash,
check, promissory note, other shares of Common Stock of the Company (with
some restrictions), cashless exercises, a reduction in the amount of any
Company liability to the optionee, any other form of consideration
permitted by applicable law, or any combination thereof.

(c) Term of Option. The term of an option may be no more than ten (10)
years from the date of grant; provided that in the case of an incentive
stock option granted to a 10% stockholder, the term of such incentive stock
option may be no more than five (5) years from the date of grant. No option
may be exercised after the expiration of its term.

(d) Termination of Employment. If an optionee's employment or consulting
relationship terminates for any reason (including death or disability),
then all options held by the optionee under the 1997 Acquisition Plan
expire on the earlier of (i) the date set forth in his or her notice of
grant (of at least thirty (30) days for termination other than as a result
of death or disability) and if no date is set forth in his or her option
agreement then for the period of three (3) months following his or her
termination or (ii) the expiration date of such option. The 1997
Acquisition Plan and the option agreement may provide for a longer period
of time for the option to be exercised after the optionee's death or
disability than for other terminations. To the extent the option is
exercisable at the time of such termination, the optionee (or the
optionee's estate or the person who acquires the right to exercise the
option by bequest or inheritance) may exercise all or part of his option at
any time before termination.

(e) Nontransferability of Options. Unless otherwise determined by the
Administrator, options and stock purchase rights granted under the 1997
Acquisition Plan are not transferable other than by will or the laws of
descent and distribution, and may be exercised during the optionee's
lifetime only by the optionee.

(f) Other Provisions. The stock option agreement may contain other terms,
provisions and conditions not inconsistent with the 1997 Acquisition Plan
as may be determined by the Administrator.

13
<PAGE>

Adjustments Upon Changes in Capitalization. In the event that the stock of
the Company changes by reason of any stock split, reverse stock split, stock
dividend, combination, reclassification or other similar change in the capital
structure of the Company effected without the receipt of consideration,
appropriate adjustments shall be made in the number and class of shares of
stock subject to the 1997 Acquisition Plan, the number and class of shares of
stock subject to any option or stock purchase right outstanding under the 1997
Acquisition Plan, and the exercise price of any such outstanding option or
stock purchase right.

Amendment and Termination of the 1997 Acquisition Plan. The Board may amend,
alter, suspend or terminate the 1997 Acquisition Plan, or any part thereof, at
any time and for any reason. However, the Company shall obtain stockholder
approval for any amendment to the 1997 Acquisition Plan to the extent
necessary and desirable to comply with applicable law. No such action by the
Board or stockholders may alter or impair any option or stock purchase right
previously granted under the 1997 Acquisition Plan without the written consent
of the optionee. Unless terminated earlier, the 1997 Acquisition Plan shall
terminate in February 2007.

Federal Income Tax Consequences

Options granted under the Stock Incentive Plan may be either incentive stock
options, as defined in Section 422 of the Code, or nonstatutory options.

14
<PAGE>

director, or 10% Stockholder of the Company. The Company will be entitled to a
deduction in the same amount as the ordinary income recognized by the
optionee.

Stock purchase rights will generally be taxed in the same manner as
nonstatutory stock options. However, restricted stock is generally purchased
upon the exercise of a stock purchase right. At the time of purchase,
restricted stock is subject to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code. As a result, the purchaser will not
recognize ordinary income at the time of purchase. Instead the purchaser will
recognize ordinary income on the dates when such restricted stock ceases to be
subject to a substantial risk of forfeiture. The restricted stock will
generally cease to be subject to a substantial risk when it is no longer
subject to the Company's right to repurchase such stock upon the purchaser's
termination of employment with the Company or upon vesting. At such times, the
purchaser will recognize ordinary income measured as the difference between
the purchase price and the fair market value of such stock on the date the
stock is no longer subject to a substantial risk of forfeiture.

The foregoing is only a summary of the effect of federal income taxation
upon optionees, holders of stock purchase rights, and the Company with respect
to the shares purchased under the stock incentive plan. It does not purport to
be complete, and reference should be made to the applicable provisions of the
tax code. In addition, this summary does not discuss the tax consequences of
the employee's or consultant's death or the income tax laws of any
municipality, state or foreign country in which the employee or consultant may
reside.

Participation

The Company is unable to predict the amount of benefits that will be
received or allocated to any particular participant under the 1996 Equity Plan
and the 1997 Acquisition Plan. The following table sets forth the dollar
amount and the number of shares that were granted and/or allowed under the
1996 Equity Plan and the 1997 Acquisition Plan during the fiscal year ended
December 31, 1998 to (i) each of the Company's Named Executive Officers, (ii)
all current executive officers as a group, (iii) all current directors who are
not executive officers as a group and (iv) all employees other than executive
officers as a group.

15
<PAGE>

<TABLE>
<CAPTION>
1996 Equity Plan 1997 Acquisition Plan
------------------------- ---------------------
Shares Shares Dollar
Subject Subject Value of
to Dollar Value of to Option
Options Option Options Grants (1)
Name and Position Granted Grants (1) ($) Granted ($)
----------------- --------- --------------- --------- -----------
<S> <C> <C> <C> <C>
Mark Kvamme .................. -- -- -- --
Chairman of the Board
Robert Shaw................... -- -- -- --
Chief Executive Officer
Tobin Corey................... -- -- -- --
President
Sheldon Laube................. -- -- -- --
Executive Vice President and
Chief
Technology Officer
Joe Firmage................... -- -- -- --
Chief Strategist
Thomas Suiter................. -- -- -- --
Chief Creative Officer
Kurt Garbe.................... 58,333 561,455 -- --
Executive Vice President,
Field Operations
Bob Wise...................... 58,333 561,455 -- --
Vice President, Strategic
Alliances
All current executive officers
as a group
(5 persons).................. 446,666 6,093,685 -- --
All current non-executive
directors as a
group (4 persons) (2)......... -- -- -- --
All other employees (excluding
current
executive officers) as a
group........................ 2,792,115 50,422,228 6,341,031 120,101,478
</TABLE>
- --------
(1) The dollar value of the option grants under the 1996 Equity Plan and the
1997 Acquisition Plan was computed by multiplying the number of shares
subject to the option times the exercise price of the option. All options
granted under the 1996 Equity Plan and the 1997 Acquisition Plan were
granted at an exercise price equal to the fair market value of the Common
Stock on the date of grant.
(2) Reflects the number of options that were granted to the current directors
who were not executive officers for the Company during fiscal year 1998.

Other Equity Incentive Grants

The Company also grants from time-to-time additional non-statutory stock
options outside of the 1996 Equity Plan and 1997 Acquisition Plan. These
grants do not require stockholder approval or have the potential tax
advantages of incentive stock options granted under those Plans but are an
important means of attracting, motivating and retaining talented employees.
During the fiscal year ended December 31, 1998, the Company granted non-
statutory stock options for an aggregate of 6,275,588 shares to employees of
the Company, including grants of options for up to 1,200,000 shares to its
CEO, Robert Shaw, and 300,000 shares to its CFO, Carolyn Aver. See "Option
Grants and Exercises in Last Fiscal Year" below.

16
<PAGE>

PROPOSAL 4

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has selected PricewaterhouseCoopers LLP, independent
accountants, to audit the financial statements of the Company for the fiscal
year ending December 31, 1999. If the stockholders do not ratify the
appointment of PricewaterhouseCoopers LLP, the selection of independent
accountants will be reconsidered by the Board of Directors. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the meeting, will
have the opportunity to make a statement if they desire to do so, and are
expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR 1999
AND RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL.

17
<PAGE>

ADDITIONAL INFORMATION RELATING TO
DIRECTORS AND OFFICERS OF THE COMPANY

Executive Compensation

The following table sets forth information concerning the compensation paid
by the Company during the fiscal years ended December 31, 1998, December 31,
1997 and December 31, 1996 to all individuals who served as the Company's
Chief Executive Officer during fiscal 1998, each of the Company's four other
highest-paid individuals serving as executive officers at the end of fiscal
1998 and two additional individuals who were not serving as executive officers
at the end of fiscal 1998 (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
---------------------- ------------
Securities
Name and Principal Underlying Other Annual All Other
Position Year Salary ($) Bonus ($) Options (#) Compensation Compensation
------------------ ---- ---------- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Mark Kvamme (1) ........ 1998 $ -- $ -- -- $ -- $ --
Chairman of the Board
Robert Shaw ............ 1998 111,284(2) 200,000 1,200,000 -- 110(3)
Chief Executive Officer
and Director
Tobin Corey ............ 1998 216,146 -- -- -- 597(3)
President and Chief 1997 200,000 -- 105,000 -- 139,230(4)
Operating Officer 1996 197,307(5) 5,582 -- 48,787(6) 193(3)
Sheldon Laube........... 1998 259,992 100,000 -- -- 733(3)
Executive Vice
President 1997 259,992 100,000 30,000 -- 816(3)
and Chief Technology 1996 241,886(5) 100,000 -- -- 508(3)
Officer
Joe Firmage............. 1998 216,146 -- -- -- 597(3)
CEO/Chief Strategist 1997 200,000 -- 105,000 -- 168(3)
1996 200,000 -- -- 115,216(6) 140(3)
Thomas Suiter (7)....... 1998 -- -- -- -- --
Chief Creative Officer
Kurt Garbe.............. 1998 200,000 65,938 58,333 -- 564(3)
Executive Vice
President, 1997 35,102(8) -- -- -- --
Field Operations
Bob Wise................ 1998 225,000 65,938 58,333 -- 635(3)
Vice President,
Strategic 1997 41,990(8) -- -- -- --
Alliances
</TABLE>
- --------
(1) Mr. Kvamme became Chairman of the Board and a director of USWeb/CKS upon
consummation of the USWeb-CKS merger in December 1998. Mr. Kvamme received
a total of approximately $262,000 in compensation for the 1998 calendar
year from CKS Group, Inc. (CKS Group), which primarily consists of
$250,000 in salary and $12,000 for automobile expense reimbursement. Also,
CKS Group paid $118 in life insurance premiums on behalf of Mr. Kvamme
during the 1998 calendar year.
(2) The annual base salary for Mr. Shaw is $700,000. The figures listed
represent payment for actual employment during 1998.

18
<PAGE>

(3) Consists of life insurance premiums paid on behalf of the individual.
(4) Consists of $230 in life insurance premiums paid on behalf of Mr. Corey
and $139,000 of loan forgiveness.
(5) The figures listed represent payment for actual employment during 1996,
which was slightly less than 12 months.
(6) Consists of payments made in reimbursement for relocation expenses.
(7) Mr. Suiter became the Chief Creative Officer of USWeb/CKS upon
consummation of the USWeb-CKS merger in December 1998. Mr. Suiter received
a total of approximately $252,000 in compensation for the 1998 calendar
year from CKS Group, which primarily consists of $240,000 in salary and
$12,000 for automobile expense reimbursement. Also, CKS Group paid $118 in
life insurance premiums on behalf of Mr. Suiter during the 1998 calendar
year.
(8) The figures listed represent payment for actual employment during 1997.

Option Grants and Exercises in Last Fiscal Year

The following table sets forth the stock options granted during the fiscal
year ended December 31, 1998 to each of the Named Executive Officers:

<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------- Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation for
Underlying Employees Option Terms (2)
Options in Fiscal Exercise Expiration ----------------------
Name Granted (#) Year(1) Price ($/Sh.) Date 5% ($) 10% ($)
---- ----------- ---------- ------------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Mark Kvamme............. -- -- -- -- -- --
Robert Shaw............. 1,200,000(3) 11.1% $10.00 11/05/08 $7,546,736 $19,124,910
Tobin Corey............. -- -- -- -- -- --
Sheldon Laube........... -- -- -- -- -- --
Joseph Firmage.......... -- -- -- -- -- --
Thomas Suiter........... -- -- -- -- -- --
Kurt Garbe.............. 58,333(4) 0.5% 9.63 10/08/08 353,280 895,280
Bob Wise................ 58,333(4) 0.5% 9.63 10/08/08 353,280 895,280
</TABLE>
- --------
(1) Based on options to purchase an aggregate of 10,779,812 shares granted to
employees. The total includes options granted under the 1996 Equity Plan,
the 1997 Acquisition Plan and options for 1,200,000 shares granted to
Robert Shaw during fiscal 1998.
(2) Potential realizable value is based on an assumption that the stock price
appreciates at the annual rate shown (compounded annually) from the date
of grant until the end of the ten-year option term. These numbers are
calculated based on requirements promulgated by the SEC and do not reflect
the Company's estimate of its future stock price.
(3) The option for 1,200,000 shares granted to Mr. Shaw becomes exercisable as
to 25% of the shares subject to the option one year after commencement of
his employment with USWeb and as to 1/48th of the shares subject to the
option each month thereafter until vested in full.
(4) These options were granted under the 1996 Equity Plan. Options granted
under the 1996 Equity Plan generally have a ten-year term and become
exercisable in annual 25% increments commencing on the first anniversary
of the original grant date, with full exercisability occurring on the
fourth anniversary date. The per share exercise price is the estimated
fair market value of the Company's Common Stock on the date of grant. The
1996 Equity Plan provides for the acceleration of vesting of all
outstanding options (such that they become exercisable in full) in the
event of a merger or sale of substantially all of the assets of the
Company where outstanding options are not assumed by the successor
corporation.

19
<PAGE>

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-end Values

The following table sets forth, for each of the Named Executive Officers,
information with respect to stock options exercised during the fiscal year
ended December 31, 1998 and stock options held at fiscal year end:

<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-The-Money Options at
at Fiscal Year End (#) Fiscal Year End ($) (2)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) (1) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ---------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark Kvamme............. -- -- 60,000 187,500 $ 507,498 $ 3,249,994
Robert Shaw............. -- -- -- 1,200,000 -- 19,650,000
Tobin Corey............. -- -- 37,917 67,083 630,403 1,115,255
Sheldon Laube........... -- -- 10,833 19,167 180,099 318,651
Joseph Firmage.......... -- -- 37,917 67,083 630,370 1,115,255
Thomas Suiter........... -- -- 45,000 150,000 380,624 2,599,995
Kurt Garbe.............. 4,100 90,713 55,013 190,887 918,505 3,220,632
Bob Wise................ 4,637 97,377 48,081 180,615 813,409 3,052,204
</TABLE>
- --------
(1) Market value of underlying securities on the exercise date minus the
exercise price.
(2) Market value of underlying securities at December 31, 1998 minus the
exercise price.

Employee Benefit Plans

1996 Stock Option Plan

The Company's 1996 Stock Option Plan (the "1996 Plan") was adopted by the
Board of Directors in December 1995 and approved by the stockholders in
December 1996. The 1996 Plan will terminate in December 2005 unless terminated
earlier by the Board of Directors. The 1996 Plan provides for grants of
options to employees and consultants (including officers and directors) of the
Company and its subsidiaries. A total of 600,000 shares of Common Stock were
reserved for issuance pursuant to the 1996 Plan. The 1996 Plan may be
administered by the Board of Directors or by a committee appointed by the
Board, in a manner that satisfies the legal requirements relating to the
administration of stock plans under all applicable laws (the "Administrator").
The 1996 Plan is currently administered by the Board of Directors. The Company
does not intend to issue any additional options under the 1996 Plan.

The exercise price of options granted under the 1996 Plan is determined by
the Administrator. With respect to incentive stock options granted under the
1996 Plan, the exercise price must be at least equal to the fair market value
per share of the Common Stock on the date of grant, and the exercise price of
any incentive stock option granted to a participant who owns more than 10% of
the voting power of all classes of the Company's outstanding capital stock
must be equal to at least 110% of fair market value of the Common Stock on the
date of grant. The maximum term of an option granted under the 1996 Plan may
not exceed ten (10) years from the date of grant (five (5) years in the case
of a participant who owns more that 10% of the voting power of all classes of
the Company's outstanding capital stock). In the event of termination of an
optionee's employment or consulting arrangement, an option may only be
exercised, to the extent vested as of the date of termination, for a period
not to exceed ninety (90) days (twelve (12) months, in the case of termination
as a result of death or disability) following the date of termination. Options
granted under the 1996 Plan are not generally transferable by the optionee,
and may be exercised during the life of the optionee only by the optionee.

The 1996 Plan provides that in the event of a merger of the Company with or
into another corporation, or a sale of substantially all of the Company's
assets, each option shall be assumed or an equivalent option substituted for
by the successor corporation. If the outstanding options are not assumed or
substituted for by the successor corporation, the optionee shall have the
right to exercise the option as to all of the optioned stock,including shares
as to which it would not otherwise be exercisable. If an option becomes
exercisable in

20
<PAGE>

event of a merger or sale of assets, the Administrator shall notify the
optionee that the option shall be fully exercisable for a period of fifteen
(15) days from the date of such notice, and the option will terminate upon the
expiration of such period.

The 1996 Plan provides that in the event of a proposed dissolution or
liquidation, the Administrator may provide for the optionee to have the right
to exercise the option as to all of the optioned stock, including shares as to
which it would not otherwise be exercisable. If the Administrator makes an
option exercisable in full in the event of a proposed dissolution or
liquidation, the Administrator shall notify the optionee that the option shall
be fully exercisable until ten (10) days prior to such transaction. To the
extent the option has not been exercised, such option will terminate
immediately prior to the consummation of such proposed action.

As of April 16, 1999, the Company had outstanding options to purchase 15,852
shares of Common Stock under the 1996 Plan held by an aggregate of nine (9)
persons at a weighted average exercise price of $0.8025 per share. As of April
16, 1999, options to purchase an aggregate of 392,030 shares of Common Stock
under the 1996 Plan had been exercised.

Affiliate Warrant Program

In June 1996, the Company established the Affiliate Warrant Program (the
"Program") with the intent of attracting new Affiliates and to create
performance incentives for such Affiliates. Under the Program, each Affiliate
that signed an Affiliate agreement on or before March 31, 1997 was granted a
warrant to purchase shares of the Company's Common Stock upon execution of the
Affiliate agreement and earns additional warrants to purchase shares of Common
Stock at the rate of one share of Common Stock per $50 of Affiliate adjusted
gross revenue, as defined. The exercise price of all warrants issued and
issuable to an individual Affiliate was set at the time of signing of the
Affiliate agreement. Warrants vest 25% after one (1) year and then ratably
each month over the following 36-month period. Warrants are exercisable for a
maximum period of five (5) years from the effective date of the Affiliate
agreement. Warrants may not be exercised prior to the earlier of the closing
of this offering or any acquisition of the Company. A total of 333,333 shares
of Common Stock have been reserved for issuance under the Program, and the
Company does not intend to increase this amount. As of April 16, 1999, the
Company had issued warrants under the program to purchase an aggregate of
240,839 shares of Common Stock at a weighted average exercise price of $2.30
per share.

1997 Employee Stock Purchase Plan

The Company's 1997 Employee Stock Purchase Plan (the "ESPP") was adopted by
the Board of Directors in September 1997 and amended in May 1998. A total of
3,000,000 shares of Common Stock has been reserved for issuance under the
ESPP, plus annual increases (which began in September 1998) equal to the
lesser of (i) 50,000 shares, (ii) 4% of the outstanding shares on such date or
(iii) a lesser amount determined by the Board of Directors.

The ESPP, which is intended to qualify under Section 423 of the Code,
contains consecutive, overlapping, 24-month offering periods. Each offering
period includes four (4) six-month purchase periods. The offering periods
generally start on the first trading day on or after May 1 and November 1 of
each year, except for the first such offering period which commenced on
December 5, 1997 and ends on the last trading day on or before October 31,
1998.

Employees are eligible to participate if they are customarily employed by
USWeb/CKS or any participating subsidiary for at least twenty (20) hours per
week and more than five (5) months in any calendar year. However, no employee
may be granted an option to purchase under the ESPP who (i) immediately after
grant owns stock possessing 5% or holds equivalent outstanding options or more
of the total combined voting power or value of all classes of the capital
stock of USWeb/CKS, or (ii) whose rights to purchase stock under all employee
stock purchase plans of the Company accrues at a rate which exceeds $25,000
worth of stock for each calendar year. The ESPP permits participants to
purchase Common Stock through payroll deductions of

21
<PAGE>

up to 15% of the participant's "compensation." Compensation is defined as the
participant's base straight time gross earnings, overtime and commissions but
excludes payments for shift premium, incentive compensation, incentive
payments, bonuses and other compensation. The maximum number of shares a
participant may purchase during a single purchase period is 2,500 shares.

Amounts deducted and accumulated by the participant are used to purchase
shares of Common Stock at the end of each purchase period. The price of stock
purchased under the ESPP is 85% of the lower of the fair market value of the
Common Stock at the beginning of the offering period or at the end of the
purchase period. In the event the fair market value at the end of a purchase
period is less than the fair market value at the beginning of the offering
period, the participants will be withdrawn from the current offering period
following exercise and automatically re-enrolled in a new offering period. The
new offering period will use the lower fair market value as of the first date
of the new offering period to determine the purchase price for future purchase
periods. Participants may end their participation at any time during an
offering period, and they will be paid their payroll deductions to date.
Participation ends automatically upon termination of employment with
USWeb/CKS.

Rights granted under the ESPP are generally not transferable by a
participant unless otherwise provided under the ESPP. The ESPP provides that,
in the event of a merger of USWeb/CKS with or into another corporation or a
sale of substantially all of USWeb/CKS's assets, each outstanding option may
be assumed or substituted for by the successor corporation. If the successor
corporation refuses to assume or substitute for the outstanding options, the
offering period then in progress will be shortened and a new exercise date
will be set. The ESPP will terminate by its own terms in September 2007. The
Board of Directors has the authority to amend or terminate the ESPP, except
that no such action may adversely affect any outstanding rights to purchase
stock under the ESPP.

Other Employee Benefit Plans

The Company's other employee benefit plans include the 1996 Equity
Compensation Plan and the 1997 Acquisition Stock Option Plan. For a
description of the 1996 Equity Compensation Plan and the 1997 Acquisition
Stock Plan see, "Proposal No. 2" and "Proposal No. 3," respectively. Copies of
the 1996 Equity Compensation Plan and 1997 Acquisition Stock Option Plan may
be obtained from the Company. The 1996 Equity Compensation Plan and the 1997
Acquisition Stock Plan have been filed with the Securities and Exchange
Commission as Edgar Annexes A and B, respectively, with this Proxy Statement.

CERTAIN TRANSACTIONS

The Company has entered into indemnification agreements with each of its
directors and executive officers. These agreements require the Company to
indemnify such individuals for certain liabilities to which they may be
subject as a result of their affiliation with the Company, to the fullest
extent allowed by Delaware law.

The Company has entered into Management Continuity Agreements with Robert
Shaw, Tobin Corey, Carolyn Aver, Sheldon Laube, Joe Firmage, Kurt Garbe and
Bob Wise.

In May 1998, the Company entered into a General Release Agreement with James
Heffernan. Pursuant to the terms of the General Release Agreement, Mr.
Heffernan shall receive an amount equal to his base salary of $200,000,
payable semimonthly over the 12-month period beginning June 1, 1998. In
addition, on Mr. Hefferman's termination date, the Company paid Mr. Heffernan
$15,384, an amount equal to the value of his accrued and unused vacation.

22
<PAGE>

The Company has alto granted stock options to officers and directors during
the fiscal year ended December 31, 1998, including 300,000 options to Carolyn
Aver under the 1996 Equity Plan. See also "Additional Information Relating to
Directors and Officers of the Company--Executive Compensation."

In June 1998, the Company entered into a Services Agreement with World
Economic Forum, a not-for-profit organization located in Switzerland ("WEF"),
pursuant to which the Company has received approximately $3,600,000 from WEF
in 1998 and $1,000,000 in the first quarter of 1999. The Company anticipates
providing further services to WEF. Klaus Schwab is President to WEF.

During 1998, the Company received approximately $300,000 from International
Space Sciences Organization, Inc. ("ISSO"), a research and information
dissemination organization for Web-related consulting, design and hosting
services. Joseph Firmage, the former Chief Executive Officer and a former
director of the Company, is the Chief Executive Officer and sole director of
ISSO.

23
<PAGE>

STOCK PRICE PERFORMANCE GRAPH

Set forth below is a line graph comparing the annual percentage change in
the cumulative return to the stockholders of the Company's Common Stock with
the cumulative return of the Nasdaq U.S. Index and the Hambrecht & Quist
Technology Index for the period commencing December 5, 1997 (the date of the
Company's initial public offering) and ending on December 31, 1998. The
information contained in the performance graph shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act or Exchange Act, except to the extent
that the Company specifically incorporates it by reference into such filing.

COMPARISON OF CUMULATIVE TOTAL RETURN FROM 12/5/97 THROUGH 12/31/98
USWEB CORPORATION, NASDAQ AND H&Q TECHNOLOGY INDEX
COMPARISON OF CUMULATIVE TOTAL RETURN

[STOCK PRICE PERFORMANCE GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
H&Q
Technology
USWB Nasdaq US Index
-------- --------- ----------
<S> <C> <C> <C>
December 5, 1997.................................. $ 100.00 $ 100.00 $ 100.00
December 31, 1997................................. $ 125.00 $ 96.00 $ 93.00
December 31, 1998................................. $ 352.00 $ 135.00 $ 144.00
</TABLE>
- --------
(1) The graph assumes that $100 was invested on December 5, 1997 in the
Company's Common Stock in each Index, and that all dividends were
reinvested. No dividends have been declared or paid on the Company's
Common Stock. Shareholder returns over the indicated period should not be
considered indicative of future shareholder returns.
(2) The Company operates on a 52-week fiscal year which ended on December 31,
1998.

24
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION

Two non-employee members of the Company's Board of Directors, Robert Hoff
and Gary Rieschel, served as the Compensation Committee of the Board during
1998. Mr. Hoff continues to serve and the Company intends to appoint an
additional member of this committee no later than the first meeting of the
Board of Directors following the Annual Meeting. The Compensation Committee
reviews, recommends and approves changes to the Company's compensation
policies and benefits programs, administers the Company's stock option plans,
including approving stock option grants, and otherwise seeks to ensure that
the Company's compensation philosophy is consistent with the Company's best
interests and is properly implemented.

Compensation Philosophy and Review

The Company's compensation philosophy for executive officers serves two
principal purposes: (i) to provide a total compensation package for officers
that is competitive and enables the Company to attract and retain key
executive and employee talent needed to accomplish the Company's business
objectives and (ii) to link compensation directly to improvements in Company
performance and increases in stockholder value as measured principally by the
trading price of the Company's Common Stock.

The 1998 compensation levels for the Company's executive officers generally
were determined on an individual basis at the time of hiring. For this reason,
the Compensation Committee has not undertaken a general assessment of
executive compensation levels to date.

In determining compensation levels for 1998, the Compensation Committee
primarily relied upon publicly available compensation information and informal
survey information obtained by management with respect to cash compensation
and stock option grants to similarly situated officers of information
technology companies of comparable size and market capitalization. The
Compensation Committee did not determine it necessary to, and did not attempt
to, specifically analyze compensation levels at companies included in the
index under the caption, "Stock Price Performance Graph."

Elements of Executive Officer Compensation

The Company's executive compensation consists primarily of salary, health
insurance and similar benefits, and the award of stock options. The Company
emphasizes the award of stock options and to date the Company has made only
limited use of cash incentive bonuses. The Compensation Committee believes
that in the highly competitive, emerging markets in which the Company
operates, equity-based compensation provides the greatest incentive for
outstanding executive performance and the greatest alignment of management and
stockholder long-term interests.

Officer Salaries. The Compensation Committee reviews each senior executive
officer's salary annually. In determining the appropriate salary levels, the
Compensation Committee considers, among other factors, the officer's scope of
responsibility, prior experience, past accomplishments and data on prevailing
compensation levels in relevant markets for executive talent. The salary for
each of Mr. Firmage and Mr. Corey was increased from $200,000 to $225,000 for
fiscal 1998.

The Compensation Committee believes that the base salary levels of the
executive officers other than the chief executive officer are at or below the
median of base salary levels for comparable companies considered in the
informal information reviewed by the Compensation Committee. The Compensation
Committee believes this is appropriate in light of the Company's emphasis on
long-term equity compensation. The salary and bonus levels for Robert Shaw,
who was hired by the Company as chief executive officer in November 1998, were
determined by the Compensation Committee to be reasonable based on his
qualifications and the prevailing market for senior executives with experience
in the Company's line of business.

25
<PAGE>

Stock Option Grants. As noted above, the Company has relied substantially on
long-term equity compensation as the principal means of compensating and
providing incentives for its executive officers. Options granted to executive
officers become exercisable over time and are dependent on continuing
employment or consulting relationships. Options are generally granted with a
term of ten (10) years. It is the Company's practice to set option exercise
prices at not less than 100% of fair market value on the date of grant. As a
result, the value of the Company must increase before an optionee receives any
financial benefit from the option. Due to the volatility of the Company's
stock price, however, the Company, in a very limited number of situations, has
agreed to grant options to a new hire at a certain price, which has become a
below-market price by the actual date of grant. This was the case in the
option granted to Robert Shaw. At the time of beginning efforts to recruit him
as the Company's chief executive officer, the Company's common stock was
trading at around $10 per share and the Company agreed to honor that amount as
the exercise price of Mr. Shaw's option, although there was a dramatic
increase in the Company's stock price by the time of his actual start date.

In determining the size of the stock option grants, the Compensation
Committee considers various subjective factors primarily relating to the
responsibilities of the individual officers, their expected future
contributions, and the number of shares that continue to be subject to vesting
under outstanding options. In addition, the Compensation Committee examines
the level of equity incentives held by each officer relative to the other
officers' equity positions and their tenure, responsibilities, experience, and
value to the Company. At the time of his hiring as chief executive officer,
the Company granted Mr. Shaw an option to purchase 1,200,000 shares of the
Company's common stock, at an exercise price of $10 per share, as described
above. Also during 1998, the Compensation Committee recommended grants to
other executive officers of options to purchase an aggregate of 416,666 shares
of the Company's common stock, all of which were made in connection with the
hiring or promotion of new executive officers.

Policy on Deductibility of Compensation

Section 162(m) of the U.S. Internal Revenue Code limits the tax
deductibility by a corporation of compensation in excess of $1 million paid to
any of its five (5) most highly compensated executive officers. However,
compensation that qualifies as "performance-based" is excluded from the $1
million limit if, among other requirements, the compensation is payable only
upon attainment of pre-established, objective performance goals under a plan
approved by stockholders.

The Compensation Committee does not presently expect total cash compensation
payable for salaries to exceed the $1 million limit, although payments to the
chief executive officer could exceed such amount depending on the amount of
bonus paid, and a portion of such amounts may therefore not be tax deductible.
Having considered the requirements of Section 162(m), the Compensation
Committee believes that some of the stock option grants to date meet the
requirement that such grants be "performance based" and are, therefore, exempt
from the limitations on deductibility. Grants of options to Mr. Shaw are not
expected to meet the requirements for deductibility under Section 162(m). The
Compensation Committee will continue to monitor the compensation levels
potentially payable under the Company's cash compensation programs, but
intends to retain the flexibility necessary to provide total cash compensation
in line with competitive practice, the Company's compensation philosophy, and
the Company's best interests.

By the Compensation Committee of the
Board of Directors,

Robert Hoff
Gary Rieschel

26
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten-
percent (10%) of a registered class of the Company's equity securities, to
file reports of ownership on Form 3 and changes in ownership on Form 4 and
Form 5 with the SEC. Such officers and ten-percent stockholders are also
required by the SEC rules to furnish the Company with copies of all Section
16(a) forms they file. Based solely on its review of the copies of such forms
received by it, the Company believes that, during fiscal 1998, all filing
requirements pursuant to Section 16(a) were made by applicable officers,
directors and ten-percent stockholders.

OTHER MATTERS

The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.

27
<PAGE>

USWEB CORPORATION

1996 EQUITY COMPENSATION PLAN

(As Amended and Restated Effective April 20, 1998)

1. Purposes of the Plan. The purposes of this Stock Plan are to attract and
retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock
Purchase Rights may also be granted under the Plan. The Plan also provides for
automatic grants of Nonstatutory Stock Options to Outside Directors.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of its Committees as shall be
administering the Plan in accordance with Section 4 hereof.

(b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Options or
Stock Purchase Rights are granted under the Plan.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of Directors appointed by the Board in
accordance with Section 4 hereof.

(f) "Common Stock" means the Common Stock of the Company.

(g) "Company" means USWeb Corporation, a California corporation.

(h) "Consultant" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such
entity.

(i) "Director" means a member of the Board of Directors of the Company.

(j) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so
guaranteed, on the 181st day of such leave any Incentive Stock Option held
by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option. Neither
service as a Director nor payment of a director's fee by the Company shall
be sufficient to constitute "employment" by the Company.

(k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(l) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market

A-1
<PAGE>

trading day prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable;

(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean between the high bid and low asked prices for
the Common Stock on the last market trading day prior to the day of
determination; or

(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.

(m) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

(n) "Inside Director" means a Director who is an Employee.

(o) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

(p) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(q) "Option" means a stock option granted pursuant to the Plan.

(r) "Option Agreement" means a written or electronic agreement between
the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

(s) "Option Exchange Program" means a program whereby outstanding Options
are exchanged for Options with a lower exercise price.

(t) "Optioned Stock" means the Common Stock subject to an Option or a
Stock Purchase Right.

(u) "Optionee" means the holder of an outstanding Option or Stock
Purchase Right granted under the Plan.

(v) "Outside Director" means a Director who is not an Employee.

(w) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(x) "Plan" means this 1996 Stock Plan.

(y) "Restricted Stock" means shares of Common Stock acquired pursuant to
a grant of a Stock Purchase Right under Section 12 below.

(z) "Section 16(b)" means Section 16(b) of the Securities Exchange Act of
1934, as amended.

(aa) "Service Provider" means an Employee, Director or Consultant.

(bb) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 14 below.

(cc) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 12 below.

(dd) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the
Plan, the maximum aggregate number of Shares which may be subject to option
and sold under the Plan is 7,000,000 Shares, plus an annual increase to be
added on each anniversary date of the adoption of the Plan (beginning in 1998)
equal to the lesser of (i) 400,000 Shares, (ii) four percent (4%) of the
outstanding Shares on such date or (iii) a lesser amount determined by the
Board. The Shares may be authorized but unissued, or reacquired Common Stock.

A-2
<PAGE>

If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by
the Company at their original purchase price, such Shares shall become
available for future grant under the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. The Plan may be administered by
different Committees with respect to different groups of Service
Providers.

(ii) Section 162(m). To the extent that the Administrator determines
it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m)
of the Code, the Plan shall be administered by a Committee of two or
more "outside directors" within the meaning of Section 162(m) of the
Code.

(iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption
under Rule 16b-3.

(iv) Grants to Outside Directors. All grants of Options to Outside
Directors made pursuant to Section 13 of the Plan shall be automatic
and nondiscretionary.

(v) Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan
and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each such
award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, of any Option or Stock
Purchase Right granted hereunder. Such terms and conditions include,
but are not limited to, the exercise price, the time or times when
Options or Stock Purchase Rights may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding
any Option or Stock Purchase Right or the Common Stock relating
thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

(vi) to determine whether and under what circumstances an Option may
be settled in cash under subsection 10(e) instead of Common Stock;

(vii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option has declined since the date the Option was granted;

(viii) to initiate an Option Exchange Program;

(ix) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

A-3
<PAGE>

(x) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to the amount required to be withheld.
The Fair Market Value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined.
All elections by Optionees to have Shares withheld for this purpose
shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and

(xi) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

(c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all
Optionees.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may
be granted to Service Providers. Incentive Stock Options may be granted
only to Employees.

6. Limitations.

(a) Each Option shall be designated in the Option Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options. For
purposes of this Section 6(a), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of
the Shares shall be determined as of the time the Option with respect to
such Shares is granted.

(b) Neither the Plan nor any Option or Stock Purchase Right shall confer
upon an Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall they
interfere in any way with the Optionee's right or the Company's right to
terminate such relationship at any time, with or without cause.

(i) No Service Provider shall be granted, in any fiscal year of the
Company, Options to purchase more than 150,000 Shares.

(ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 300,000
Shares which shall not count against the limit set forth in subsection
(i) above.

(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described
in Section 14.

(iv) If an Option is cancelled in the same fiscal year of the Company
in which it was granted (other than in connection with a transaction
described in Section 14), the cancelled Option will be counted against
the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option is reduced, the transaction
will be treated as a cancellation of the Option and the grant of a new
Option.

7. Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 16 of the Plan.

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any Parent or Subsidiary, the term of the Option shall be five (5) years
from the date of grant or such shorter term as may be provided in the
Option Agreement.

9. Option Exercise Price and Consideration.

(a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of grant of such
Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.

(B) granted to any other Employee, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the
date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In the case of
a Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per
Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.

(iii) Notwithstanding the foregoing, Options may be granted with a
per Share exercise price other than as required above pursuant to a
merger or other corporate transaction.

(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall
be determined at the time of grant). Such consideration may consist of (1)
cash, (2) check, (3) promissory note, (4) other Shares which (x) in the
case of Shares acquired upon exercise of an Option, have been owned by the
Optionee for more than six months on the date of surrender, and (y) have a
Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which such Option shall be exercised, (5)
consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan, or (6) any
combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms hereof at such times
and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid
leave of absence. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Option Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and
his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No

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adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in
Section 14 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the
number of Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option
is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, such Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement
(of at least thirty (30) days) to the extent that the Option is vested on
the date of termination (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee's termination. If,
on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator,
the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

(c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in
the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee's termination. If such disability
is not a "disability" as such term is defined in Section 22(e)(3) of the
Code, in the case of an Incentive Stock Option such Incentive Stock Option
shall automatically cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option on the day
three months and one day following such termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee. If an Optionee dies while a Service Provider, the
Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of
such Option as set forth in the Notice of Grant), by the Optionee's estate
or by a person who acquires the right to exercise the Option by bequest or
inheritance, but only to the extent that the Option is vested on the date
of death. In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the
Optionee's termination. If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan. The Option may
be exercised by the executor or administrator of the Optionee's estate or,
if none, by the person(s) entitled to exercise the Option under the
Optionee's will or the laws of descent or distribution. If the Option is
not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

11. Non-Transferability of Options and Stock Purchase Rights. Unless
determined otherwise by the Administrator, an Option or Stock Purchase
Right may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee,
only by the Optionee. If the Administrator makes an Optionor Stock Purchase
Right transferable, such Option or Stock Purchase Right shall contain such
additional terms and conditions as the Administrator deems appropriate.

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<PAGE>

12. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone,
in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it
shall advise the offeree in writing or electronically of the terms,
conditions and restrictions related to the offer, including the number of
Shares that such person shall be entitled to purchase, the price to be
paid, and the time within which such person must accept such offer. The
offer shall be accepted by execution of a Restricted Stock purchase
agreement in the form determined by the Administrator.

(b) Repurchase Option. Unless the Administrator determines otherwise, the
Restricted Stock purchase agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's service with the Company for any reason (including death or
disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company.

(c) Other Provisions. The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole discretion.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised,
the purchaser shall have rights equivalent to those of a shareholder and
shall be a shareholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall
be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in
Section 14 of the Plan.

13. Automatic Option Grants to Outside Directors. All grants of Options to
Outside Directors pursuant to this Section shall be automatic and
nondiscretionary and shall be made strictly in accordance with the following
provisions:

(a) All Options granted pursuant to this Section shall be Nonstatutory
Stock Options and, except as otherwise provided herein, shall be subject to
the other terms and conditions of the Plan.

(b) No person shall have any discretion to select which Outside Directors
shall be granted Options under this Section or to determine the number of
Shares to be covered by such Options.

(c) Each person who is or becomes an Outside Director following the
completion of the Company's initial underwritten public offering, shall be
automatically granted an Option to purchase 25,000 Shares (the "First
Option") on the later of the following dates: (A) November 30, 1997, or (B)
the date on which such person first becomes an Outside Director, whether
through election by the shareholders of the Company or appointment by the
Board to fill a vacancy; provided, however, that an Inside Director who
ceases to be an Inside Director but who remains a Director shall not
receive a First Option; provided further, that an Outside Director who, on
January 1, 1998, is a partner or member of any venture capital firm (or
similar organization) which owns securities of the Company having more than
four percent (4%) of the total voting power of the Company shall not be
granted the First Option.

(d) Each Outside Director shall be automatically granted an Option to
purchase 7,000 Shares (a "Subsequent Option") on the date of his or her
reelection at the Company's annual meeting of the
stockholders each year; provided he or she is then an Outside Director and,
if as of such date, he or she shall have served on the Board for at least
the preceding six (6) months.

(e) Notwithstanding the provisions of subsections (c) and (d) hereof, any
exercise of an Option granted before the Company has obtained shareholder
approval of the Plan in accordance with Section 20 hereof shall be
conditioned upon obtaining such shareholder approval of the Plan in
accordance with Section 20 hereof.

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<PAGE>

(f) The terms of a First Option granted pursuant to this Section shall be
as follows:

(i) the term of the First Option shall be ten (10) years.

(ii) the First Option shall be exercisable only while the Outside
Director remains a Director of the Company.

(iii) the exercise price per Share shall be 100% of the Fair Market
Value per Share on the date of grant of the First Option.

(iv) subject to Section 14 hereof, the First Option shall vest and
become exercisable as to 1/48 of the Shares subject to the First Option
each month, such that all Shares subject to the First Option shall be
vested and exercisable four (4) years from the date of grant of the
First Option, provided that the Optionee continues to serve as a
Director on such dates.

(g) The terms of Subsequent Options granted pursuant to this Section
shall be as follows:

(i) the term of the Subsequent Option shall be ten (10) years.

(ii) the Subsequent Option shall be exercisable only while the
Outside Director remains a Director of the Company.

(iii) the exercise price per Share shall be 100% of the Fair Market
Value per Share on the date of grant of the Subsequent Option.

(iv) subject to Section 14 hereof, the Subsequent Option shall vest
and become exercisable as to 1/12 of the Shares subject to the
Subsequent Option each month, such that all Shares subject to the
Subsequent Option shall be vested and exercisable one (1) year after
the date of grant of the Subsequent Option, provided that the Optionee
continues to serve as a Director on such dates.

14. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Option or Stock Purchase Right, and the number of
shares of Common Stock which have been authorized for issuance under the
Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the price per
share of Common Stock covered by each such outstanding Option or Stock
Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company. The conversion of any convertible securities
of the Company shall not be deemed to have been "effected without receipt
of consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to
an Option or Stock Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each Optionee
as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until fifteen (15)
days prior to such transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option would not otherwise be
exercisable. In addition, the Administrator may provide that any Company
repurchase option applicable to any Shares purchased upon exercise of an
Option or Stock Purchase Right shall lapse as to all such Shares, provided
the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an
Option or Stock Purchase Right will terminate immediately prior to the
consummation of such proposed action.

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<PAGE>

(c) Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right shall be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for
the Option or Stock Purchase Right, the Optionee shall fully vest in and
have the right to exercise the Option or Stock Purchase Right as to all of
the Optioned Stock, including Shares as to which it would not otherwise be
vested or exercisable. If an Option or Stock Purchase Right becomes fully
vested and exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Administrator shall notify the Optionee
in writing or electronically that the Option or Stock Purchase Right shall
be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the Option or Stock Purchase Right shall terminate upon
the expiration of such period. For the purposes of this paragraph, the
Option or Stock Purchase Right shall be considered assumed if, following
the merger or sale of assets, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option
or Stock Purchase Right immediately prior to the merger or sale of assets,
the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by
the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or sale of assets is not
solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or
Stock Purchase Right, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

15. Time of Granting Options and Stock Purchase Rights. The date of grant of
an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee or Consultant to
whom an Option or Stock Purchase Right is so granted within a reasonable time
after the date of such grant.

16. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

(b) Shareholder Approval. The Board shall obtain shareholder approval of
any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the
Optionee and the Company. Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with
respect to Options granted under the Plan prior to the date of such
termination.

17. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to
such compliance.

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<PAGE>

(b) Investment Representations. As a condition to the exercise of an
Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.

18. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

19. Reservation of Shares. The Company, during the term of this Plan, shall
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

20. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan
is adopted. Such shareholder approval shall be obtained in the degree and
manner required under Applicable Laws.

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USWEB CORPORATION

1997 ACQUISITION STOCK OPTION PLAN

(As Amended and Restated Effective April 1998)

1. Purposes of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors and
Consultants and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock
Purchase Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of its Committees as shall be
administering the Plan in accordance with Section 4 hereof.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of Directors appointed by the Board in
accordance with Section 4 hereof.

(f) "Common Stock" means the Common Stock of the Company.

(g) "Company" means USWeb Corporation, a Delaware corporation.

(h) "Consultant" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such
entity.

(i) "Director" means a member of the Board of Directors of the Company.

(j) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

(k) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so
guaranteed, on the 181st day of such leave any Incentive Stock Option held
by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option. Neither
service as a Director nor payment of a director's fee by the Company shall
be sufficient to constitute "employment" by the Company.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

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<PAGE>

(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.

(n) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

(o) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

(p) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(q) "Option" means a stock option granted pursuant to the Plan.

(s) "Option Exchange Program" means a program whereby outstanding Options
are exchanged for Options with a lower exercise price.

(t) "Optioned Stock" means the Common Stock subject to an Option or a
Stock Purchase Right.

(u) "Optionee" means the holder of an outstanding Option or Stock
Purchase Right granted under the Plan.

(v) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(w) "Plan" means this 1997 Acquisition Stock Option Plan.

(x) "Restricted Stock" means shares of Common Stock acquired pursuant to
a grant of a Stock Purchase Right under Section 12 below.

(y) "Section 16(b)" means Section 16(b) of the Securities Exchange Act of
1934, as amended.

(z) "Service Provider" means an Employee, Director or Consultant.

(aa) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 13 below.

(bb) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 12 below.

(cc) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares which may be subject to option
and sold under the Plan is 20,000,000 Shares, plus an annual increase to be
added on each anniversary date of the adoption of the Plan (beginning in 1998)
equal to the lesser of (i) 400,000 Shares, (ii) four percent (4%) of the
outstanding Shares on such date or (iii) a lesser amount determined by the
Board. The Shares may be authorized, but unissued, or reacquired Common Stock.

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<PAGE>

However, Shares that have actually been issued under the Plan, upon exercise
of either an Option or Stock Purchase Right, shall not be returned to the Plan
and shall not become available for future distribution under the Plan, except
that if Shares of Restricted Stock are repurchased by the Company at their
original purchase price, such Shares shall become available for future grant
under the Plan.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. The Plan may be administered by
different Committees with respect to different groups of Service
Providers.

(iv) Other Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock
Purchase Rights may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each such
award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(vi) to determine whether and under what circumstances an Option may
be settled in cash under subsection 9(e) instead of Common Stock;

(viii) to initiate an Option Exchange Program;

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<PAGE>

Fair Market Value of the Shares to be withheld shall be determined on
the date that the amount of tax to be withheld is to be determined. All
elections by Optionees to have Shares withheld for this purpose shall
be made in such form and under such conditions as the Administrator may
deem necessary or advisable; and

(xi) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan.

(c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all
Optionees.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be granted only to
Employees.

6. Limitations.

(a) $100,000 Rule. Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee during any
calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a), Incentive Stock Options shall
be taken into account in the order in which they were granted. The Fair
Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

(b) No Right to Continuing Employment. Neither the Plan nor any Option or
Stock Purchase Right shall confer upon an Optionee any right with respect
to continuing the Optionee's relationship as a Service Provider with the
Company, nor shall they interfere in any way with the Optionee's right or
the Company's right to terminate such relationship at any time, with or
without cause.

(i) No Service Provider shall be granted, in any fiscal year of the
Company, Options to purchase more than 150,000 Shares.

(ii) In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional
2,000,000 Shares which shall not count against the limit set forth in
subsection (i) above.

(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described
in Section 13.

(iv) If an Option is cancelled in the same fiscal year of the Company
in which it was granted (other than in connection with a transaction
described in Section 13), the cancelled Option will be counted against
the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option is reduced, the transaction
will be treated as a cancellation of the Option and the grant of a new
Option.

7. Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 15 of the Plan.

8. Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10)
years from the date of grant thereof. In the case of an Incentive Stock Option
granted to an Optionee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years
from the date of grant or such shorter term as may be provided in the Option
Agreement.

B-4
<PAGE>

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price for the Shares to be
issued upon exercise of an Option shall be such price as is determined by
the Administrator, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(B) granted to any other Employee, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the
date of grant.

(iii) Notwithstanding the foregoing, Options may be granted with a
per Share exercise price of less than 100% of the Fair Market Value per
Share on the date of grant pursuant to a merger or other corporate
transaction.

(b) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied before
the Option may be exercised.

(c) Consideration. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall
be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant). Such consideration may
consist of (1) cash, (2) check, (3) promissory note, (4) other Shares which
(x) in the case of Shares acquired upon exercise of an Option, have been
owned by the Optionee for more than six months on the date of surrender,
and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option shall be
exercised, (5) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan, or
(6) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted
hereunder shall be exercisable according to the terms hereof at such times
and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid
leave of absence. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Option Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and
his or her spouse. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The

B-5
<PAGE>

Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Shares are issued,
except as provided in Section 13 of the Plan.

(c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in
the Option Agreement to the extent the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.

11. Non-Transferability of Options and Stock Purchase Rights. Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of
in any manner other than by will or by the laws of descent or distribution and
may be exercised, during the lifetime of the Optionee, only by the Optionee.
If the Administrator makes an Option or Stock Purchase Right transferable,
such Option or Stock Purchase Right shall contain such additional terms and
conditions as the Administrator deems appropriate.

B-6
<PAGE>

12. Stock Purchase Rights.

(d) Rights as a Stockholder. Once the Stock Purchase Right is exercised,
the purchaser shall have rights equivalent to those of a stockholder and
shall be a stockholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall
be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in
Section 13 of the Plan.

13. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Option or Stock Purchase Right, and the number of
shares of Common Stock which have been authorized for issuance under the
Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the price per
share of Common Stock covered by each such outstanding Option or Stock
Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company. The conversion of any convertible securities
of the Company shall not be deemed to have been "effected without receipt
of consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to
an Option or Stock Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each Optionee
as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option or Stock Purchase
Right until fifteen (15) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares as to which the Option or
Stock Purchase Right would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option or Stock Purchase Right
shall lapse as to all such Shares, provided the proposed dissolution or
liquidation

B-7
<PAGE>

takes place at the time and in the manner contemplated. To the extent it
has not been previously exercised, an Option or Stock Purchase Right will
terminate immediately prior to the consummation of such proposed action.

14. Time of Granting Options and Stock Purchase Rights. The date of grant of
an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee or Consultant to
whom an Option or Stock Purchase Right is so granted within a reasonable time
after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.

(b) Stockholder Approval. The Board shall obtain stockholder approval of
any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

16. Conditions Upon Issuance of Shares.

B-8
<PAGE>

17. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

18. Reservation of Shares. The Company, during the term of this Plan, shall
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

19. Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan
is adopted. Such stockholder approval shall be obtained in the degree and
manner required under Applicable Laws.

B-9
<PAGE>

- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

USWEB CORPORATION

1999 ANNUAL MEETING OF STOCKHOLDERS

PR0XY

June 9, 1999

The undersigned stockholder of USWeb Corporation, a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated May 9, 1999, and hereby appoints Robert Shaw and
Carolyn Aver, and each of them, proxies and attorneys-in-fact, with full power
to each of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the 1999 Annual Meeting of Stockholders of USWeb
Corporation, to be held on Wednesday, June 9, 1999, at 9:00 a.m., Western
Daylight Savings Time, at the Company's offices at 2880 Lakeside Drive, Santa
Clara, California 95054 and at any continuation(s) or adjournment(s) thereof,
and to vote all shares of Common Stock that the undersigned would be entitled to
vote if then and there personally present on the matters set forth on the
reverse side and, in their discretion, upon such other matter or matters that
may properly come before the meeting and any adjournment(s) thereof.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED (1) FOR THE ELECTION OF DIRECTORS, (2) FOR THE
AMENDMENT TO THE COMPANY'S 1996 EQUITY COMPENSATION PLAN, (3) FOR THE
AMENDMENT TO THE COMPANY'S 1997 ACQUISITION STOCK OPTION PLAN, (4) FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS AND (5) AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

________________________________________________________________________________
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON THE REVERSE SIDE

(Continued and to be signed on reverse side)

(FOLD AND DETACH HERE)

[LOGO OF USWEB]

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, June 9, 1999
9:00 a.m.

USWeb/CKS
2880 Lakeside Drive
Santa Clara, California 95054
<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" EACH OF THE FOLLOWING PROPOSALS.

Please Mark [X]
your votes as
indicated in
this example

FOR all nominees WITHHOLD
listed (except as for all
indicated) nominees

1. ELECTION OF DIRECTORS [_] [_]

IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW:

Tobin Corey, Robert Hoff, Mark Kvamme, Joseph Marengi, Klaus Schwab, Peter
Sealey and Robert Shaw

<TABLE>
<CAPTION>
<S> <C> <C> <C>
2. Proposal to approve an Amendment to the Company's 1996 Equity FOR AGAINST ABSTAIN
Compensation Plan to increase the number of shares of Common Stock [_] [_] [_]
authorized for issuance thereunder by 7,500,000 shares.

3. Proposal to approve an Amendment to the Company's 1997 Acquisition FOR AGAINST ABSTAIN
Stock Option Plan to increase the number of shares of Common Stock [_] [_] [_]
authorized for issuance thereunder by 5,000,000.

4. Proposal to ratify the appointment of PricewaterhouseCoopers LLP FOR AGAINST ABSTAIN
as independent accountants for the Company for Fiscal 1999. [_] [_] [_]

5. The proxies are authorized to vote in their discretion upon such FOR AGAINST ABSTAIN
other business as may properly come before the meeting. [_] [_] [_]
</TABLE>

I PLAN TO ATTEND THE MEETING

COMMENTS/ADDRESS CHANGE
Please mark this if you have
written comments/address on
the reverse side

Signature__________________ Signature___________________ Date_________________
(This Proxy should be marked, dated, signed by the stockholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)

________________________________________________________________________________
(FOLD AND DETACH HERE)