IXL ENTERPRISES INC, S-4/A, 1999-07-15

IXL ENTERPRISES INC
S-4/A, 1999-07-15
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE>

As filed with the Securities and Exchange Commission on July 15, 1999

Registration Statement No. 333-81731

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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

Amendment No. 1

to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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iXL Enterprises, Inc.
(Exact name of Registrant as specified in its charter)

Delaware 7373 58-2234342
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)

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1888 Emery St., NW
Atlanta, GA 30318
(800) 573-5544
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

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U. BERTRAM ELLIS, JR.
Chief Executive Officer
iXL Enterprises, Inc.
1888 Emery St., NW
Atlanta, GA 30318
(404) 267-3800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

----------------

Copies to:

JAMES S. ALTENBACH
Minkin & Snyder
One Buckhead Plaza
3060 Peachtree Road, Suite 1100
Atlanta, GA 30305
(404) 261-8000

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.

----------------

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Subject to Completion
Preliminary Prospectus dated June , 1999

P R O S P E C T U S

4,000,000 Shares

iXL ENTERPRISES, INC.

Common Stock

------------

This prospectus relates to 4,000,000 shares of common stock, $0.01 par
value per share, of iXL Enterprises, Inc. which may be issued by iXL
Enterprises, Inc. and offered for sale from time to time in connection with
business combination transactions or technology acquisitions in such amounts,
at such prices and on such terms as may be determined at the time of offering.
No period of time has been fixed within which the common stock offered by this
prospectus may be offered or sold.

All expenses of this offering will be paid by iXL Enterprises, Inc. No
underwriting discounts or commissions will be paid in connection with the
issuance of common stock by iXL in business combination transactions or
technology acquisitions, although finder's fees may be paid with respect to
specific acquisitions. Any person receiving a finder's fee may be deemed to be
an underwriter within the meaning of Section 2(11) of the Securities Act of
1933.

The common stock is traded on the Nasdaq National Market under the symbol
"IIXL."

Investing in the common stock involves risks which are described in the
"Risk Factors" section beginning on page 11 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

------------

The date of this prospectus is , 1999

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
Summary.................................................................. 4
Risk Factors............................................................. 11
Forward-looking Statements............................................... 19
Trademarks............................................................... 19
Information in Prospectus................................................ 19
Use of Proceeds.......................................................... 20
Market Information....................................................... 20
Dividend Policy.......................................................... 20
Capitalization........................................................... 21
Pro Forma Consolidated Financial Information............................. 24
Selected Consolidated Financial Data..................................... 34
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 35
Business................................................................. 53
Management............................................................... 73
Certain Transactions..................................................... 83
Principal Stockholders................................................... 88
Description of Capital Stock............................................. 91
Shares Eligible for Future Sale.......................................... 95
Plan of Distribution..................................................... 96
Restrictions on Resale................................................... 96
Legal Matters............................................................ 97
Experts.................................................................. 97
Additional Information................................................... 97
Index to Financial Statements............................................ F-1
</TABLE>

3
<PAGE>

SUMMARY

This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision.

iXL Enterprises, Inc.

We are a leading Internet services company which provides Internet
strategy consulting and comprehensive Internet-based solutions to Fortune 1000
companies and other corporate users of information technology. We help
businesses identify how the Internet can be used to their competitive advantage
and use our expertise in creative design and systems engineering to design,
develop and deploy advanced Internet applications and solutions.

Our service offerings include:
. Internet strategy consulting;
. e-commerce systems and services;
. business information management systems;
. interactive learning environments;
. digital media services;
. traditional website development;
. customized hosting;
. proprietary sales presentation systems; and
. Web publishing technology.

We use our extensive engineering capabilities to deliver complex
Internet-based business solutions by employing proven technologies such as
Java, XML, Perl, CGI, C and C++. To foster the best possible solutions and
service, we have assembled industry practice groups including professionals
with expertise in the business practices and processes of specific industries.
In addition, we utilize an engagement methodology called iD5 which defines and
delineates business procedures and processes to take full advantage of best
practices developed throughout iXL. We offer our services primarily on a fixed-
price basis. In 1998 our clients included BellSouth, Carlson Wagonlit Travel,
Chase Manhattan Bank, First USA, Gateway, GE, Lucent, Time Warner and WebMD.

The Internet represents a revolutionary and powerful new opportunity for
business. International Data Corporation expects dramatic growth in total e-
commerce transaction volume, projecting an increase from $32 billion in 1998 to
$426 billion in 2002. E-commerce refers to the buying and selling of goods and
services on the Internet. Many companies currently do not have the capabilities
required to conduct e-commerce with suppliers and customers. These companies
are looking to independent service providers that can assist them in taking
full advantage of the Internet's ability to improve their business. We expect
this need to drive growth in the worldwide Internet development services
market, which according to International Data Corporation, will grow from $7
billion in 1998 to $44 billion by 2002.

We have expanded rapidly since our founding in March 1996 through a
combination of acquisitions and internal growth. We have completed 34
acquisitions to gain critical mass, experienced professionals, industry
expertise, technical skills and geographic coverage. We have invested in our
management information systems to create a scalable organization capable of
maximizing the sharing of our knowledge base and the utilization of our staff.
As of April 30, 1999, we had approximately 1,475 employees. Our headquarters is
located in Atlanta, Georgia, and we have 17 regional offices located throughout
the United States and in England, Germany and Spain.

4
<PAGE>

In addition to our strategic Internet services offerings, we have
developed Consumer Financial Network, Inc., a sophisticated e-commerce platform
for marketing financial services and employee benefits over corporate intranets
and the Internet, as well as through a telesales center. CFN's equity is owned
77% by iXL and 23% by General Electric. CFN has contracted with competing
providers of various financial and other services to create a platform for
comparison shopping and purchase of these services. The CFN platform currently
offers the following services:

. automobile, homeowners and other lines of personal insurance;
. home mortgages;
. home equity loans;
. auto finance;
. long-term care insurance;
. term life insurance; and
. prepaid legal services.

CFN's platform is currently provided at no cost to large companies and
associations for distribution as a human resources benefit to their employees
or members. CFN also intends to make its platform available to the general
public. CFN service providers include Nationwide Mutual Insurance Co., Liberty
Mutual Insurance Co., and Chase Manhattan Mortgage Corporation. Member
companies include Nextel, Coca-Cola, Delta Air Lines and BellSouth. CFN
receives a fee from the service providers for each sale of their services
through the CFN network.

iXL's goal is to become the leading provider of strategic Internet
services and to become a leader in Internet-delivered financial services and
employee benefits. To achieve this goal, we intend to:

. leverage and expand our industry expertise;
. develop our technology capabilities;
. expand our geographic coverage;
. capture and disseminate our knowledge and best practices;
. expand our client relationships;
. attract, train and retain experienced professionals; and
. enhance and extend the CFN platform.

Affiliates of General Electric Company have been iXL investors since
December 1997 and made a first investment in CFN in November 1998. In April
1999, this relationship expanded when iXL and an affiliate of General Electric
Company executed an agreement providing for the delivery of strategic Internet
services to General Electric. In connection with this agreement, iXL also
issued to an affiliate of General Electric Company warrants to purchase
1,000,000 shares of common stock at an exercise price of $15.00 per share. In
May 1999, iXL and an affiliate of General Electric also executed a marketing
agreement. In June 1999, iXL, CFN and affiliates of General Electric Company
expanded this relationship to include:

. the purchase by affiliates of General Electric Company of
2,000,000 shares of common stock at the initial public offering
price of $12.00 per share;
. a $50 million equity investment by affiliates of General Electric
Company in CFN; and
. the issuance by iXL to an affiliate of General Electric of
warrants to purchase 1,500,000 shares of common stock at an
exercise price equal to the initial public offering price of
$12.00 per share; this issuance was in connection with the
marketing agreement and a reasonable efforts agreement to provide
access to CFN's platform to employees of a General Electric
affiliate.

5
<PAGE>

iXL is a Delaware corporation. Our principal executive offices are
located at 1888 Emery St., NW, Atlanta, Georgia 30318, and our telephone number
is (800) 573-5544. We maintain a World Wide Web site, at www.iXL.com. The
reference to our World Wide Web address does not mean we are incorporating by
reference the information contained at the site. In this prospectus, "iXL,"
"we," "us" and "our" refer to iXL Enterprises, Inc. and its subsidiaries. These
terms include the businesses we have acquired, unless the context otherwise
requires. "CFN" refers to iXL's subsidiary, Consumer Financial Network, Inc.,
and its subsidiaries.

Prospectus Assumptions

Except where otherwise indicated, all information in this prospectus
assumes iXL receives no cash proceeds from this offering and does not give
effect to the sale and issuance of the common stock offered hereby.

6
<PAGE>

The Offering

<TABLE>
<S> <C>
Common stock offered........ 4,000,000 shares to be issued in connection with proposed
acquisitions by iXL or one or more of its subsidiaries

Shares outstanding after
this offering.............. 68,456,900 shares

Use of proceeds............. iXL will receive no cash proceeds from this offering. See
"Use of Proceeds."

Risk factors................ See "Risk Factors" for a discussion of factors you should
carefully consider before deciding to invest in the
shares of the common stock.

Nasdaq National Market
symbol..................... "IIXL"
</TABLE>

The common stock outstanding after this offering excludes:

. 27,909,119 shares of common stock issuable upon exercise of stock
options outstanding as of June 25, 1999 at a weighted average
exercise price of $9.19 per share;

. 2,840,043 shares of common stock issuable upon exercise of stock
options reserved for grant; and

. 3,500,000 shares of common stock issuable upon exercise of warrants
with a weighted average exercise price of $12.29 per share.

See "Capitalization."

7
<PAGE>

Summary Historical and Pro Forma Consolidated Financial Information

The following summary historical and pro forma consolidated financial
information and pro forma as adjusted information should be read in conjunction
with "Pro Forma Consolidated Financial Information," "Selected Consolidated
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and iXL's audited Consolidated Financial Statements
included elsewhere in this prospectus. The consolidated statement of operations
data set forth below for the years ended December 31, 1997 and 1998 are derived
from and qualified by reference to iXL's audited Consolidated Financial
Statements, which appear elsewhere in this prospectus. The consolidated
statement of operations data for the three months ended March 31, 1998 and 1999
and the consolidated balance sheet data at March 31, 1999 are derived from and
are qualified by reference to, iXL's unaudited Consolidated Financial
Statements, which appear elsewhere in this prospectus and, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial data for such periods.
The results of operations for the three months ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full year or for
any future period. All of iXL's acquisitions have been accounted for using the
purchase method and accordingly, the actual consolidated statement of
operations data reflects the results of operations of these businesses from
their respective acquisition dates. The summary pro forma and pro forma as
adjusted information does not purport to represent what our results actually
would have been if these events had occurred at the dates indicated, nor does
this information purport to project our results for any future period.

We adjust our historical condensed consolidated statement of operations
for the year ended December 31, 1998 to arrive at the unaudited pro forma
condensed consolidated statement of operations for the year ended December 31,
1998 to reflect:

. the acquisitions we have made since January 1, 1998 as if they
occurred on January 1, 1998;

. a reduction in interest expense due to the repayment of $9.4
million of revolving debt from the proceeds of the issuance of
22,825 shares of Class A Convertible Preferred Stock in January
1999;

. a reduction in interest expense due to the repayment of $9.9
million of debt with the proceeds from iXL's initial public
offering; and

. accretion on CFN Series B Convertible Preferred Stock as if it
were outstanding for the full year.

We adjust our historical condensed consolidated statement of operations
for the three months ended March 31, 1999 to arrive at the unaudited pro forma
condensed consolidated statement of operations for the three months ended March
31, 1999 to reflect:

. a reduction in interest expense due to the repayment of $9.4
million of revolving debt from the proceeds of the issuance of
22,825 shares of Class A Convertible Preferred Stock in January
1999;

. a reduction in interest expense due to the repayment of $9.9
million of debt with the proceeds from iXL's initial public
offering; and

. accretion on the CFN Series B Convertible Preferred Stock as if
it were outstanding for the full three-month period.

<PAGE>

We adjust our historical condensed consolidated balance sheet as of March
31, 1999 to arrive at the unaudited pro forma condensed consolidated balance
sheet as of March 31, 1999 as if the following events occurred on March 31,
1999:

. the sale and issuance by CFN to General Electric of 16,190,475
shares of CFN's Series B Convertible Preferred Stock and the
application of the net proceeds of $49.3 million;

. the sale and issuance of 6,900,000 shares of common stock in
iXL's initial public offering at the initial public offering
price of $12.00 per share and the application of the resulting
net proceeds of $62.3 million, including the repayment of $9.9
million of debt;

. the sale and issuance to General Electric upon the closing of
iXL's initial public offering of an aggregate of 2,000,000
shares of common stock at the initial public offering price of
$12.00 per share and the application of the net proceeds of
$23.3 million;

. the exercise of warrants to purchase 1,246,000 shares of common
stock for cash consideration of $4.58 per share upon the closing
of iXL's initial public offering;

. the exercise of warrants to purchase 240,006 shares of common
stock which were mandatorily exercisable upon the closing of
iXL's initial public offering into 237,254 shares of common
stock; warrants to purchase 205,306 shares of common stock with
a weighted average exercise price of $2.12 per share were
exercised on a cash basis for aggregate cash consideration of
$434,936, and warrants to purchase 34,700 shares of common stock
with an exercise price of $0.9514 per share were exercised on a
cashless basis into 31,948 shares of common stock based on the
initial public offering price of $12.00 per share; the warrants
exercised for cash had the following exercise prices: 9,106 at
$0.0000439 per share, 150,000 at $2.50 per share, and 46,200 at
$1.2973 per share; and

. the reclassification of Class A, Class B and Class C Convertible
Preferred Stock, Class D Nonvoting Preferred Stock and Class A
and Class B Common Stock into common stock upon the closing of
iXL's initial public offering.

9
<PAGE>

<TABLE>
<CAPTION>
Years Ended December 31, Three Months Ended March 31,
------------------------------ -----------------------------------
1997 1998 1998 1998 1999 1999
Actual Actual Pro Forma Actual Actual Pro Forma
-------- -------- ---------- --------- ---------- ------------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Consolidated Statement
of Operations Data:

Revenues................ $ 18,986 $ 64,767 $ 87,160 $ 6,864 $ 33,012 $ 33,012
Cost of revenues........ 11,343 44,242 58,563 4,899 19,583 19,583
-------- -------- -------- --------- ---------- ----------
Gross profit.......... 7,643 20,525 28,597 1,965 13,429 13,429
Sales and marketing
expenses............... 3,903 17,325 18,676 2,036 8,150 8,150
General and
administrative
expenses............... 9,114 30,163 39,648 2,956 15,725 15,725
Research and development
expenses............... 4,820 4,408 4,413 907 1,058 1,058
Depreciation............ 1,408 5,217 5,895 699 2,284 2,284
Amortization............ 5,191 10,590 17,668 1,182 4,351 4,351
-------- -------- -------- --------- ---------- ----------
Loss from operations.. (16,793) (47,178) (57,703) (5,815) (18,139) (18,139)
Other income (expense),
net.................... 116 (28) (138) 36 69 69
Loss on equity
investment............. (1,443) (1,640) (1,640) (395) (65) (65)
Interest income......... 136 750 777 264 216 216
Interest expense........ (238) (770) (1,705) (28) (336) (7)
-------- -------- -------- --------- ---------- ----------
Loss before income
taxes................ (18,222) (48,866) (60,409) (5,938) (18,255) (17,926)
Income tax benefit
(expense).............. 2,782 -- (8) -- -- --
-------- -------- -------- --------- ---------- ----------
Net loss.............. (15,440) (48,866) (60,417) (5,938) (18,255) (17,926)
Dividends and accretion
on mandatorily
redeemable preferred
stock.................. -- (9,099) (10,907) (725) (5,293) (452)
-------- -------- -------- --------- ---------- ----------
Net loss available to
common stockholders.. $(15,440) $(57,965) $(71,324) $ (6,663) $ (23,548) $(18,378)
======== ======== ======== ========= ========== ==========

Basic and diluted net
loss per common share.. $ (2.36) $ (4.92) $ (4.43) $ (0.78) $ (1.46) $ (0.29)
======== ======== ======== ========= ========== ==========
Weighted average common
shares outstanding..... 6,540 11,777 16,088 8,592 16,082 63,909
</TABLE>

<TABLE>
<CAPTION>
As of March 31,
1999
------------------
Actual Pro Forma
-------- ---------
<S> <C> <C>
Consolidated Balance Sheet Data:
Cash and cash equivalents.................................... $ 13,880 $156,894
Working capital.............................................. 24,715 169,579
Total assets................................................. 143,698 285,814
Debt, including current portion.............................. 12,000 2,100
Mandatorily redeemable preferred stock....................... 70,414 --
Mandatorily redeemable preferred stock of subsidiary......... 9,839 47,939
Stockholders' equity......................................... 26,645 211,425
</TABLE>

10
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RISK FACTORS

Investing in our common stock will provide you with an equity ownership
interest in iXL. As an iXL stockholder, you may be exposed to risks inherent in
our business. The performance of your shares will reflect the performance of
our business relative to competition, industry conditions and general economic
and market conditions. The value of your investment may increase or decline and
could result in a loss. You should carefully consider the following factors as
well as other information contained in this prospectus before deciding to
invest in shares of our common stock.

Risks Related to iXL's Business

Our limited operating history makes it difficult to evaluate our business.

We were founded in March 1996. As a result, we have a limited operating
history on which you can base your evaluation of our business and prospects.
Our business and prospects must be considered in light of the risks and
uncertainties frequently encountered by companies in their early stages of
development. These risks are further amplified by the fact that we are
operating in the new and rapidly evolving strategic Internet services market.
These risks and uncertainties include the following:

. our business model and strategy have evolved and are continually
being reviewed;

. we may not be able to successfully implement our business model
and strategy; and

. our management has not worked together for very long.

We cannot be sure that we will be successful in meeting these challenges
and addressing these risks and uncertainties. If we are unable to do so, our
business will not be successful and the value of your investment in iXL will
decline.

Potential fluctuations in our quarterly results make financial forecasting
difficult and could affect our common stock trading price.

As a result of our limited operating history, rapid growth, numerous
acquisitions and the emerging nature of the markets in which we compete, we
believe that quarter-to-quarter comparisons of results of operations for
preceding quarters are not necessarily meaningful. Also, it is difficult to
forecast our quarterly results due to the difficulty in predicting the amount
and timing of client expenditures, our acquisitions and our employee
utilization. Our quarterly results of operations may fluctuate significantly in
the future as a result of a variety of factors, many of which are outside our
control. You should not rely on the results of any one quarter as an indication
of our future performance. Revenue in the fourth quarter of 1998 was favorably
impacted by several large engagements. We did not experience a comparable
increase in revenue growth during the first quarter of 1999. We may not
experience comparable increases in the remainder of 1999. If in some future
quarter our results of operations were to fall below the expectations of
securities analysts and investors, the trading price of our common stock would
likely decline. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

We have an accumulated deficit, are not currently profitable and expect to
incur future losses.

We have incurred substantial losses since our inception and we anticipate
continuing to incur substantial losses for the foreseeable future. As of March
31, 1999, we had an accumulated deficit of approximately $84 million.
Additionally, our revenue composition has changed substantially from inception,
and we expect further change as our business develops. Historically, a
substantial majority of our revenue was derived from traditional website
development and implementation of our Solution SetsTM. Solution Sets are
templated Internet applications which we customize for our clients. To succeed,
we must take advantage of our existing relationships to substantially increase
our revenue derived from more comprehensive strategic Internet services. To
facilitate this increase in revenues, we intend to continue to invest heavily
in acquisitions,

11
<PAGE>

infrastructure, development and marketing. As a result, we may not be able to
achieve or sustain profitability. If we fail to achieve or sustain
profitability, the value of your investment in iXL will decline. See "Selected
Consolidated Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

We may be unable to continue to grow at our historical growth rates or to
effectively manage our growth.

Continued, planned growth is a key component of increasing the value of
our common stock. In the past two years our business has grown significantly,
and we anticipate future internal growth and growth through acquisitions. From
January 1, 1997 to April 30, 1999, our staff increased from approximately 90 to
approximately 1,475 employees. This rapid growth places a significant demand on
management and operational resources. In order to manage growth effectively, we
must implement and improve our operational systems and controls.

Our growth could also be adversely affected by many other factors,
including economic downturns, as clients would reduce or delay their
expenditures with us. As a result of these concerns, we cannot be sure that we
will continue to grow, or, if we do grow, that we will be able to maintain our
historical growth rate.

Our continued growth is dependent on the successful completion of acquisitions.

Since our inception, we have made 34 acquisitions. We anticipate that a
large portion of our future growth will continue to be accomplished through
acquisitions. The success of this plan depends upon our ability to:

. identify suitable acquisition opportunities;

. effectively integrate acquired personnel, operations, products and
technologies into our organization;

. retain and motivate the personnel of acquired businesses;

. retain customers of acquired businesses; and

. obtain necessary financing on acceptable terms.

Additionally, in pursuing acquisition opportunities we may compete with
other companies with similar growth strategies, some of which may be larger
than we are and have greater financial and other resources than we do.
Competition for acquisition targets could also result in increased prices for
acquisition targets and a diminished pool of companies available for
acquisition.

We may not be able to keep up with the demand for services under our guaranteed
payment services agreements.

We have recently entered into multi-year services agreements with General
Electric and Delta Air Lines for the delivery of strategic Internet services.
These agreements guarantee minimum payments to iXL. We will be required to
commit significant resources to meet the demands of these contracts. If we are
unable to hire enough employees or deploy sufficient resources to meet these
demands, we may not be able to provide these clients with the services
requested by them. This could cause these clients to become dissatisfied with
us and reduce their future demand for our services. It could also harm our
reputation with other clients as well as decrease the resources available to
services those clients. These impacts could harm our financial condition. We
may execute additional agreements of this type in the future. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Certain Transactions--Other Transactions."

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<PAGE>

Our fixed-price contracts involve financial risk.

Most of our contracts are currently on a fixed-price basis, rather than a
time and materials basis. We assume greater financial risk on fixed-price
contracts than on time and materials engagements. We have a limited history in
estimating our costs for our fixed-price engagements. Further, the average size
of our contracts is currently increasing, resulting in a corresponding increase
in our exposure to the financial risks of fixed-price contracts. If we fail to
estimate costs accurately or encounter unexpected problems, our financial
performance will be adversely effected. To reduce this financial risk, on
larger contracts, we try to price these fixed-price contracts on a three-phase
basis--strategic review, design and implementation. Each phase is priced
separately, immediately prior to its commencement. We may not be able to price
a majority of our larger contracts on a three-phase basis. Currently less than
a third of our revenues are from contracts priced on a three-phase basis. We
have had to commit unanticipated resources to complete some of our projects,
resulting in lower gross margins. We may experience similar situations in the
future. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

If we fail to attract and retain employees, our growth could be limited and our
costs could increase.

Historically we have experienced significant employee turnover. Our
future success will depend in large part upon our ability to attract, train and
retain additional highly skilled executive-level management and creative,
technical, consulting and sales personnel. The competition in the strategic
Internet services industry for such personnel is intense, and we cannot be sure
that we will be successful in attracting, training and retaining such
personnel. Most of our employees and several of our executive officers have
joined us recently, either through acquisitions or otherwise. Our ability to
generate revenues is dependent upon the number and expertise of the personnel
we employ. Most of our employees are not subject to noncompetition agreements
or agreements which condition a portion of acquisition consideration on future
performance of an acquired company's management. High turnover resulting in
additional training expense would decrease our profitability. Also, we may have
difficulty retaining employees who received significant amounts of common stock
in connection with the acquisition by iXL of their previous employer once those
employees are able to sell their shares of common stock.

We depend on our key management personnel for our future success.

Our success depends largely on the skills of our key management and
technical personnel. The loss of one or more of our key management and
technical personnel may materially and adversely affect our business and
results of operations. Currently, our key management and technical personnel
are U. Bertram Ellis, our Chief Executive Officer, William C. Nussey, our
subsidiary iXL, Inc.'s President and Chief Operating Officer, C. Cathleen
Raffaeli, CFN's President and Chief Operating Officer, M. Wayne Boylston, our
Executive Vice President, Chief Financial Officer, Treasurer and Assistant
Secretary, Michael Chlan, CFN's Chief Information Officer, Barry Sikes, our
Executive Vice President for Worldwide Operations, David Clauson, iXL, Inc.'s
Executive Vice President for Worldwide Marketing, and Benjamin Chen, Chief
Information Officer of iXL, Inc. We do not maintain key man insurance for any
of our employees other than Mr. Ellis. We cannot guarantee that we will be able
to replace any of these individuals in the event their services become
unavailable. See "Management."

We generally do not have long-term contracts and need to establish
relationships with new clients.

Our clients generally retain us on a project-by-project basis, rather
than under long-term contracts. As a result, a client may or may not engage us
for further services once a project is completed or may unilaterally reduce the
scope of, or terminate, existing projects. To become profitable, we need to
establish and develop relationships with additional Fortune 1000 companies and
other corporate users of information technology. The absence of long-term
contracts and the need for new clients create an uncertain revenue stream,
which could negatively affect our financial condition.

13
<PAGE>

Failure to raise necessary capital could restrict our growth, limit our
development of new products and services and hinder our ability to compete.

We may need to raise significant additional funds in order to achieve our
business objectives. Failure to raise these funds may:

. restrict our growth;

. limit our development of new products and services; and

. hinder our ability to compete.

Any of these consequences would have a material adverse effect on our business,
results of operations and financial condition.

We may be liable for defects or errors in the solutions we develop.

Many of the solutions we develop are critical to the operations of our
clients' businesses. Any defects or errors in these solutions could result in:

. delayed or lost client revenues;

. adverse customer reaction toward iXL;

. negative publicity;

. additional expenditures to correct the problem; and

. claims against us.

Our standard contracts limit our damages arising from our negligent
conduct in rendering our services. These contractual provisions may not protect
us from liability for damages. In addition, large claims may not be adequately
covered by insurance and may raise our insurance costs.

Year 2000 risks may adversely affect our business.

Many currently installed computer systems and software products are coded
to accept only two-digit entries to identify a year in the date code field.
Consequently, on January 1, 2000, many of these systems could fail or
malfunction because they may not be able to distinguish between 20th century
dates and 21st century dates. Accordingly, in the coming year, many companies,
including our customers, potential customers, vendors and strategic partners,
may need to upgrade their systems to comply with applicable "Year 2000"
requirements. The computer systems we currently rely on to conduct our business
are: programming software, graphics design software, accounting and billing
software, word processing, spreadsheet, project management and presentation
software, communications software, and network, server and personal computing
hardware.

Because we and our clients are dependent, to a very substantial degree,
upon the proper functioning of our and their computer systems, a failure of our
or their systems to correctly recognize dates beyond December 31, 1999 could
materially disrupt our operations, which could materially and adversely affect
our business, results of operations and financial condition. Additionally, our
failure to provide Year 2000 compliant products and services to our clients
could result in financial loss, harm to our reputation and legal liability.
Likewise, the failure of the computer systems and products of the third parties
with which we transact business to be Year 2000 compliant could materially
disrupt their and our operations. For a discussion of our Year 2000 readiness
program, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Year 2000 Risks."

14
<PAGE>

Our ability to protect our intellectual property is important to our business.

We have a variety of copyrights, trademarks, trade secrets and other
intellectual property rights which are important to our business. Patent
applications have been filed for the CFN platform, which may or may not be
granted. If these applications are not granted, our competitors may be able to
copy our technology without compensating us. The steps we take to protect our
intellectual property may not be adequate. Effective protection may not be
available in every country. In addition, although we believe that our
intellectual property rights do not infringe on the intellectual property
rights of others, we cannot be sure that other parties will not assert claims
against us. We may expend significant financial and managerial resources on
these claims.

Our investments in iXL Ventures involve risk.

Through iXL Ventures, we have occasionally invested in, and may continue
to invest on an opportunistic basis in, businesses engaged in the "new media
and e-commerce" segment of the technology industry. Our investments in these
types of businesses have typically consisted of the provision of capital and
the devotion of our time and resources in developing these new businesses. The
businesses in which we invest are generally unproven, involve substantial risk
and may never be profitable. See "Business--iXL Ventures."

Our international operations and expansion involve financial and operational
risk.

Revenue from our three European offices was minimal in 1998. We have only
minimal experience in managing international offices and only limited
experience in marketing services to international clients. Revenues from our
international offices may prove inadequate to cover the expenses of
establishing and maintaining our international offices and marketing to
international clients. In addition, there are risks inherent in doing business
on an international level, such as fluctuations in currency exchange rates and
potentially adverse tax consequences, any of which could adversely affect our
international operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Risks Related to the Strategic Internet Services Industry

The developing market for strategic Internet services and the level of
acceptance of the Internet as a business medium will affect our business.

The market for strategic Internet services is relatively new and is
evolving rapidly. Our future growth is dependent upon our ability to provide
strategic Internet services that are accepted by our existing and future
clients as an integral part of their business model. Demand and market
acceptance for recently introduced services are subject to a high level of
uncertainty. The level of demand and acceptance of strategic Internet services
is dependent upon a number of factors, including:

. the growth in consumer access to and acceptance of new interactive
technologies such as the Internet;

. companies adopting Internet-based business models; and

. the development of technologies that facilitate two-way
communication between companies and targeted audiences.

Significant issues concerning the commercial use of these technologies
include security, reliability, cost, ease of use and quality of service. These
issues remain unresolved and may inhibit the growth of Internet business
solutions that utilize these technologies.

15
<PAGE>

Industry analysts and others have made many predictions concerning the
growth of the Internet as a business medium. These predictions should not be
relied upon. If the market for strategic Internet services fails to develop, or
develops more slowly than expected, or if our services do not achieve market
acceptance, our business will not succeed and the value of your investment in
our common stock will decline.

We may not be able to keep up with the continuous technological change in our
market which could harm our business.

Our success will depend, in part, on our ability to respond to
technological advances. We may not be successful in responding quickly, cost-
effectively and sufficiently to these developments. If we are unable, for
technical, financial or other reasons, to adapt in a timely manner in response
to technological advances, we will not be able to compete effectively. In
addition, employee time allocated to responding to technological advances will
not be available for client engagements.

We operate in a highly competitive market with low barriers to entry which
could limit our market share and harm our financial performance.

While the market for strategic Internet services is relatively new, it is
already highly competitive and characterized by an increasing number of
entrants that have introduced or developed products and services similar to
those offered by us. In addition, there are relatively low barriers to entry
into our business. We have no patented or other proprietary technology that
would preclude or inhibit competitors from entering the strategic Internet
services market. We believe that due to the low cost of entering our markets,
competition will intensify and increase in the future. This intense competition
may limit our ability to become profitable or result in the loss of market
share. As a result, our competitors may be better positioned to address
developments in the industry or may react more effectively to industry changes,
which could adversely affect our business.

Most of our employees are not subject to noncompetition agreements. As a
result, we are subject to the risk that our employees may leave us and may
start competing businesses. The emergence of these enterprises will further
increase the level of competition in our markets and could adversely affect our
growth and financial performance. See "Business--Competition."

Risks Related to Our CFN Subsidiary

CFN's business model is new and unproven.

CFN, our 77%-owned subsidiary, generated losses of approximately $13.5
million in 1998 and is expected to generate significant losses for the
foreseeable future. CFN's business model is new and unproven, and its success
will depend on:

. the willingness of consumers to purchase financial and other
services through the CFN platform rather than through traditional
distribution methods;

. CFN's services becoming available to a large number of consumers;
and

. whether providers of services will view participation on the CFN
platform as an attractive opportunity.

To date, the volume of transactions through the CFN platform has been
limited and, accordingly, the revenue recognized by CFN has been minimal. CFN
also intends to make its platform available to the general public over the
Internet and through its telesales center. This expansion is in its early
stages of planning and development. CFN has no experience selling to the
general public. CFN may not be able to expand its agreements with its existing
services providers to include the provision of services to the general public.
Also, none of the providers of services on the CFN platform has a long-term
contract with CFN. The failure of CFN

16
<PAGE>

to successfully implement its business plan could adversely affect our business
results and financial condition. See "Business--Consumer Financial Network."

CFN must expend significant resources to grow its infrastructure.

CFN's performance will depend in large part upon its ability to estimate
accurately its resource requirements. CFN has expended, and will continue to
expend, significant resources:

. to build electronic data interchange interfaces with its provider
network;

. to grow its technology infrastructure;

. to add participating companies and employees to its platform; and

. to establish access to the CFN platform for participating
companies' employees.

CFN incurs these expenses in advance of any recognition of revenue.

CFN has no control over the prices or other aspects of the services
offered through its platform. We do not know if customers will find these
services more attractive than other alternatives available.

CFN's numerous established competitors could harm its prospects.

CFN competes with other Internet-based providers of financial and other
services, as well as traditional providers of these services. We expect CFN to
face competition from an increasing number of sources in the marketplace. If
CFN fails to compete successfully against current or future competitors, it may
not become profitable and our financial condition may be adversely affected.
See "Business--Competition."

Government regulation and legal uncertainties related to CFN could adversely
affect our business.

CFN is subject to extensive regulation under the financial services and
insurance laws of the United States and the states in which it offers services.
The failure to comply with these regulatory requirements can lead to
revocation, suspension or loss of licensing status, termination of contracts
and legal and administrative enforcement actions. Licensing laws and
regulations often differ materially between states and within individual
states. Moreover, the regulatory agencies governing CFN's activities have
substantial discretion in evaluating the permissibility of CFN's current and
future activities. Many aspects of CFN's operations, however, have not been
subject to federal or state regulatory interpretation. Regulatory requirements
are subject to change from time to time and may in the future further restrict
CFN's ability to conduct its business. See "Business--Consumer Financial
Network--Government Regulation of Insurance, Auto Finance and Mortgages."

Risks Related to the Offering

You may encounter volatility in the market price for our common stock.

The stock market has recently experienced significant price and volume
fluctuations that have particularly affected the market prices of equity
securities of many technology companies. These price and volume fluctuations
often have been unrelated to the operating performance of the affected
companies. In the past, following periods of volatility in the market price of
a company's securities, securities class action litigation has often been
instituted against these companies. Also, in connection with our acquisition
strategy and financing activities, we have issued many shares of our common
stock to a large number of people and entities under exemptions from the
relevant securities laws. If the market price of our common stock significantly
decreases, one or more of these investors may file a claim against us for a
refund of their investment or for other damages. These types of litigation,
regardless of the outcome, could result in substantial costs and a diversion of
management's attention and resources, which could adversely affect our
business, results of operations and financial condition.

17
<PAGE>

Kelso and CB Capital Investors will continue to have significant influence over
us.

The Kelso funds, through Kelso Investment Associates V, L.P. and Kelso
Equity Partners V, L.P., and CB Capital Investors, L.P., beneficially own
approximately 24.3% and 12.3%, respectively, of the outstanding common stock.
These stockholders have entered into an agreement providing that so long as
they own more than 5% of our common stock, designees of Kelso and CB Capital
Investors will be included on our slate of directors submitted for stockholder
election. As a result of their ownership of common stock and this nomination
agreement, these stockholders will have significant influence over the election
of our directors. Furthermore, given the size of their individual holdings,
these stockholders may be able to exercise significant influence over other
matters requiring stockholder approval, including the approval of significant
corporate transactions. For example, such concentration of ownership may have
the effect of delaying or preventing a change in control of iXL. See
"Management--Amended Stockholders Agreement," "Principal Stockholders,"
"Certain Transactions" and "Description of Capital Stock--Certain Antitakeover
Effects of Provisions of iXL's Certificate of Incorporation and Bylaws and
Delaware Law."

Our common stock has been publicly traded only for a brief time.

Prior to iXL's initial public offering in June 1999, you could not buy or
sell our common stock publicly. An active public market for our common stock
may not develop or be sustained. If such a market does not develop or is not
sustained, it may be difficult for you to sell your shares of common stock at a
price that is attractive to you.

Antitakeover provisions of our Certificate of Incorporation and Bylaws and
Delaware law could prevent or delay a change of control.

Our Board of Directors may issue up to 5,000,000 shares of our preferred
stock and may determine the price, rights, preferences, privileges, and
restrictions, including voting and conversion rights, of these shares of
preferred stock. These determinations may be made without any further vote or
action by our stockholders. The issuance of preferred stock may make it more
difficult for a third party to acquire control of us. In addition, the rights
of the holders of common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be
issued in the future. Further, provisions of Delaware law, our Certificate of
Incorporation and our Bylaws could delay or impede a merger, tender offer or
proxy contest involving iXL. For example, Section 203 of the Delaware General
Corporation Law could prohibit us from engaging in a business transaction with
large stockholders for a period of three years and our Certificate of
Incorporation and Bylaws require advance notice for stockholder proposals and
director nominations to be considered at a meeting of stockholders. See
"Description of Capital Stock--Blank Check Preferred Stock" and "--Certain
Antitakeover Effects of Provisions of iXL's Certificate of Incorporation and
Bylaws and Delaware Law."

Future sales into the public market could cause the market price of our common
stock to decline.

Our current stockholders hold a substantial number of shares of our
common stock which they will be able to sell in the public market in the near
future. Sales of a substantial number of shares of our common stock in the
public market could adversely affect the market price of our common stock. For
a description of the availability for sale of shares of our common stock that
are already outstanding or that are sold in this offering, see "Description of
Capital Stock" and "Shares Eligible for Future Sale."

18
<PAGE>

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events, including, among other things:

. implementing our business strategy;

. managing our rapid growth and employee costs;

. managing CFN's expenditures and making CFN profitable;

. expanding CFN's customer base;

. integrating acquired businesses;

. forecasting e-commerce and strategic Internet services market
growth; and

. competing in the strategic Internet services industry.

In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential" or "continue" or the negative of such
terms or other comparable terminology.

Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause our and the strategic Internet
services industry's actual results, levels of activity, performance,
achievements and prospects to be materially different from those expressed or
implied by such forward-looking statements. These risks, uncertainties and
other factors include those identified under "Risk Factors."

We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or
otherwise. In light of these risks, uncertainties, and assumptions, the
forward-looking events discussed in this prospectus might not occur. See "Risk
Factors."

TRADEMARKS

iXLTM, the iXL logo, Interactive ExcellenceTM, Internet ExcellenceTM, the
CFN logo, CFNTM, Consumer Financial NetworkTM, CFN.comTM, iD5TM and the names
of products and services offered by iXL and CFN are trademarks, registered
trademarks, service marks or registered service marks of iXL and CFN. This
prospectus also includes product names, trade names and trademarks of other
companies.

INFORMATION IN PROSPECTUS

You should rely only on the information contained in this prospectus. We
have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.

19
<PAGE>

USE OF PROCEEDS

iXL will not receive any proceeds from this offering other than the value
of the businesses or properties acquired by iXL or one or more of its
subsidiaries in the proposed acquisitions.

MARKET INFORMATION

iXL's common stock is traded on the Nasdaq National Market under the
symbol "IIXL."

DIVIDEND POLICY

iXL has never declared or paid any cash dividends on the common stock.
iXL does not expect to pay any cash dividends in the foreseeable future. Under
the terms of its credit agreement, iXL is restricted from paying dividends to
its stockholders. iXL may in the future issue shares of preferred stock which
may have different or superior dividend rights than the common stock. Upon the
closing of iXL's initial public offering, all outstanding shares of Class D
Nonvoting Preferred Stock, which previously accrued dividends at a rate of 12%
per annum, were reclassified as 6,986,619 shares of common stock.

20
<PAGE>

CAPITALIZATION

The following table sets forth our actual capitalization as of March 31,
1999 pro forma as if the following events that occurred after March 31, 1999
occurred on March 31, 1999:

. the sale and issuance by CFN to General Electric of 16,190,475
shares of CFN's Series B Convertible Preferred Stock and the
application of the net proceeds of $49.3 million;
. the sale and issuance of 6,900,000 shares of common stock in
iXL's initial public offering at the initial public offering
price of $12.00 per share and the application of the resulting
net proceeds of $62.3 million including the repayment of $9.9
million of debt;
. the sale and issuance to General Electric upon the closing of
iXL's initial public offering of an aggregate of 2,000,000
shares of common stock at the initial public offering price of
$12.00 per share and the application of the net proceeds of
$23.3 million;
. the exercise of warrants to purchase 1,246,000 shares of common
stock for cash consideration of $4.58 per share upon the
closing of iXL's initial public offering;
. the exercise of warrants to purchase 240,006 shares of common
stock which were mandatorily exercisable upon the closing of
iXL's initial public offering into 237,254 shares of common
stock; warrants to purchase 205,306 shares of common stock with
a weighted average exercise price of $2.12 per share were
exercised on a cash basis for aggregate cash consideration of
$434,936, and warrants to purchase 34,700 shares of common
stock with an exercise price of $0.9514 per share were
exercised on a cashless basis into 31,948 shares of common
stock based on the initial public offering price of $12.00 per
share; and
. the reclassification of Class A, Class B and Class C
Convertible Preferred Stock, Class D Nonvoting Preferred Stock
and Class A and Class B Common Stock into common stock upon the
closing of iXL's initial public offering.

<PAGE>

The information in the following table does not give effect to the sale
and issuance of common stock offered hereby.

You should read this capitalization table together with "Selected
Consolidated Financial Data," "Pro Forma Consolidated Financial Information"
and our consolidated financial statements and notes included elsewhere in this
prospectus.
<TABLE>
<CAPTION>
March 31, 1999
----------------------------
Actual Pro Forma
------------ --------------
(in thousands except
share and per share data)
<S> <C> <C>
Cash and cash equivalents.......................... $ 13,880 $ 156,894
============ ============
Current portion of long-term debt.................. $ 815 $ 815
============ ============
Long-term debt..................................... $ 11,185 $ 1,285
Mandatorily redeemable preferred stock:
Class D Nonvoting Preferred Stock................. 26,017 --
Class B Convertible Preferred Stock............... 40,602 --
Class C Convertible Preferred Stock............... 3,795 --
Series A Convertible Preferred Stock of CFN....... 9,839 9,839
Series B Convertible Preferred Stock of CFN....... -- 38,100
Stockholders' equity:
Class A Convertible Preferred Stock............... 2 --
Class A Common Stock.............................. -- --
Common stock...................................... 163 644
Additional paid-in capital........................ 114,859 299,160
Accumulated deficit............................... (84,142) (84,142)
Treasury stock.................................... (888) (888)
Note receivable from stockholder.................. (900) (900)
Unearned compensation............................. (2,449) (2,449)
------------ ------------
Total stockholders' equity...................... 26,645 211,425
------------ ------------
Total capitalization............................ $ 118,083 $ 260,649
============ ============
</TABLE>

The following provides further information regarding iXL's securities
described in the above table:

. Class D Nonvoting Preferred Stock, $.01 par value, includes:
50,000 shares (at March 31, 1999) and 0 shares (Pro Forma)
authorized, respectively; 35,700 shares (at March 31, 1999) and
0 shares (Pro Forma) issued and outstanding, respectively.
Consideration received upon issuance of Class D Nonvoting
Preferred Stock was allocated to the 35,700 outstanding shares
of Class D Nonvoting Preferred Stock issued to date ($22,465)
and the minimum number of shares of common stock issuable upon
the redemption of Class D Nonvoting Preferred Stock ($13,235)
based on their relative fair values at the time of issuance.

. Class B Convertible Preferred Stock, $.01 par value, includes:
200,000 shares (at March 31, 1999) and 0 shares (Pro Forma)
authorized, respectively; 98,767 shares (at March 31, 1999) and
0 shares (Pro Forma) issued and outstanding, respectively.

. Class C Convertible Preferred Stock, $.01 par value, includes:
15,000 shares (at March 31, 1999) and 0 shares (Pro Forma)
authorized, respectively; 9,232 (at March 31, 1999) and 0 shares
(Pro Forma) issued and outstanding, respectively.

. CFN's Series A Convertible Preferred Stock, $.01 par value,
includes: 24,900,000 shares (at March 31, 1999) and 13,333,334
shares (Pro Forma) authorized, respectively; 13,333,334 shares
(at March 31, 1999 and Pro Forma) issued and outstanding,
respectively.

22
<PAGE>

. CFN's Series B Convertible Preferred Stock, $.01 per share,
includes: 0 shares (at March 31, 1999) and 16,190,475 shares
(Pro Forma), authorized, respectively; 0 shares (at March 31,
1999) and 16,190,475 shares (Pro Forma), issued and
outstanding, respectively.

. Class A Convertible Preferred Stock, $.01 par value, includes:
250,000 shares (at March 31, 1999) and 0 shares (Pro Forma),
authorized, respectively; 200,116 shares (at March 31, 1999),
and 0 shares (Pro Forma) issued and outstanding, respectively.

. Class A Common Stock, $.01 par value, includes: 75,000,000
shares (at March 31, 1999) and 0 shares (Pro Forma) authorized,
respectively; 0 shares (at March 31, 1999 and Pro Forma) issued
and outstanding, respectively. Excludes 1,500,000 shares of
Class A Common Stock subject to outstanding warrants at a
weighted average exercise price of $13.33 per share, which will
convert into warrants to purchase 1,500,000 shares of common
stock at a weighted average exercise price of $13.33 per share
upon the closing of iXL's initial public offering.

. Common stock, $.01 par value, was previously designated as the
"Class B Common Stock" and includes: 200,000,000 (at March 31,
1999 and Pro Forma) authorized, respectively; 16,082,489 shares
(at March 31, 1999), and 64,263,862 shares (Pro Forma) issued
and outstanding, respectively. Excludes 2,000,000 shares of
common stock subject to outstanding warrants at a weighted
average exercise price of $11.50 per share, 27,909,119 shares
of common stock reserved for options granted under iXL's stock
option plans at a weighted average exercise price of $9.19 per
share, and 2,840,043 shares of common stock reserved for
options to be granted under iXL's stock option plans.

23
<PAGE>

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Our consolidated financial statements and the historical audited
financial statements of some of the companies we acquired are included
elsewhere in this prospectus. The unaudited pro forma consolidated financial
information presented here should be read together with those financial
statements and related notes.

. the acquisitions we have made since January 1, 1998 as if they
occurred on January 1, 1998;

. a reduction in interest expense due to the repayment of $9.4
million of revolving debt from the proceeds of the issuance of
22,825 shares of Class A Convertible Preferred Stock in January
1999;

. accretion of the CFN Series B Convertible Preferred Stock as if
it were outstanding for the full year;

. a reduction in interest expense due to the repayment of $9.9
million of debt from the proceeds from the sale of shares of
common stock in iXL's initial public offering; and

. the reclassification of Class A, Class B and Class C
Convertible Preferred Stock, Class D Nonvoting Preferred Stock
and Class A and Class B Common Stock into common stock upon the
closing of iXL's initial public offering.

. a reduction in interest expense due to the repayment of $9.4
million of revolving debt from the proceeds of the issuance of
22,825 shares of Class A Convertible Preferred Stock in January
1999;

. accretion on the CFN Series B Convertible Preferred Stock as if
it were outstanding for the full three month period;

. a reduction of interest expense due to the repayment of $9.9
million of debt from the proceeds from the sale of shares of
common stock in iXL's initial public offering; and

. the reclassification of Class A, Class B and Class C
Convertible Preferred Stock, Class D Nonvoting Preferred Stock
and Class A and Class B Common Stock into common stock upon the
closing of iXL's initial public offering.

. the sale and issuance by CFN to General Electric of 16,190,475
shares of CFN's Series B Convertible Preferred Stock and the
application of the net proceeds of $49.3 million;

24
<PAGE>

. the exercise of warrants to purchase 1,246,000 shares of common
stock for cash consideration of $4.58 per share upon the
closing of iXL's initial public offering;

. the exercise of warrants to purchase 240,006 shares of common
stock which were mandatorily exercisable upon the closing of
iXL's initial public offering into 237,254 shares of common
stock; warrants to purchase 205,306 shares of common stock with
a weighted average exercise price of $2.12 per share were
exercised on a cash basis for aggregate cash consideration of
$434,936, and warrants to purchase 34,700 shares of common
stock with an exercise price of $0.9514 per share were
exercised on a cashless basis into 31,948 shares of common
stock based on the initial public offering price of $12.00 per
share; the warrants exercised for cash have the following
exercise prices: 9,106 at $0.0000439 per share, 150,000 at
$2.50 per share, and 46,200 at $1.2973 per share; and

. the reclassification of Class A, Class B and Class C
Convertible Preferred Stock, Class D Nonvoting Preferred Stock
and Class A and Class B Common Stock into common stock upon the
closing of iXL's initial public offering.

All of iXL's acquisitions have been accounted for using the purchase
method and accordingly, each purchase price has been allocated to the tangible
and identifiable intangible assets acquired and liabilities assumed on the
basis of their fair values on the acquisition dates. The historical carrying
amounts of identified net tangible assets, including cash, accounts receivable,
property and equipment, and accounts payable, approximated their fair values.
Identifiable intangible assets and the purchase price in excess of identified
tangible and intangible net assets acquired allocated to goodwill are being
amortized over their estimated useful lives. Identifiable intangible assets
consist primarily of assembled workforce, which is being amortized over a
period of three years. Goodwill is being amortized primarily over five years.

The fair value of the common stock issued as consideration for the
companies acquired by iXL since January 1, 1998 was determined based upon
periodic independent appraisals of the common stock.

The pro forma condensed consolidated statement of operations are not
necessarily indicative of the results of operations that would have been
achieved had the transactions occurred on January 1, 1998 and should not be
construed as being representative of future results of operations. Upon
consummation of iXL's initial public offering, the reclassification of the
Class D Nonvoting Preferred Stock resulted in a charge to net loss available to
common stockholders equal to the difference between $35.7 million plus accrued
dividends and the carrying value of the Class D Nonvoting Preferred Stock.

25
<PAGE>

Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 1998

<TABLE>
<CAPTION>
Companies
Acquired
Historical in Pro Forma
Company 1998(2)(3) Adjustments Pro Forma
---------- ---------- ----------- ---------
(in thousands except per share data)
<S> <C> <C> <C> <C>
Revenues........................ $ 64,767 $ 22,393 $ -- $ 87,160
Cost of revenues................ 44,242 14,321 -- 58,563
-------- -------- ------ --------
Gross profit.................. 20,525 8,072 -- 28,597
Sales and marketing expenses.... 17,325 1,351 -- 18,676
General and administrative
expenses....................... 30,163 9,485 -- 39,648
Research and development
expenses....................... 4,408 5 -- 4,413
Depreciation.................... 5,217 678 -- 5,895
Amortization.................... 10,590 -- 7,078 (4) 17,668
-------- -------- ------ --------
Loss from operations.......... (47,178) (3,447) (7,078) (57,703)
Other expense, net.............. (28) (110) -- (138)
Loss on equity investment....... (1,640) -- -- (1,640)
Interest income................. 750 27 -- 777
Interest expense................ (770) (332) (153)(5) (1,255)
-------- -------- ------ --------
Loss before income taxes...... (48,866) (3,862) (7,231) (59,959)
Income tax expense.............. -- (8) -- (8)
-------- -------- ------ --------
Net loss...................... (48,866) (3,870) (7,231) (59,967)
-------- -------- ------ --------
Dividends and accretion on
mandatorily redeemable
preferred stock................ (9,099) -- 7,291 (6) (1,808)
-------- -------- ------ --------
Net loss available to common
stockholders................. $(57,965) $ (3,870) $ 60 $(61,775)
======== ======== ====== ========
Basic and diluted net loss per
common share(1)................ $ (4.92) $ (1.09)
======== ========
Weighted average common shares
outstanding(1)................. 11,777 56,814
</TABLE>

26
<PAGE>

Pro Forma Condensed Consolidated Statement of Operations
for the Three Months Ended March 31, 1999

<TABLE>
<CAPTION>
Historical Pro Forma
Company Adjustments Pro Forma
------------ ------------- ------------
(in thousands except per share data)
<S> <C> <C> <C>
Revenues....................... $ 33,012 $ -- $ 33,012
Cost of revenues............... 19,583 -- 19,583
------------ ---------- ------------
Gross profit................. 13,429 -- 13,429
Sales and marketing expenses... 8,150 -- 8,150
General and administrative
expenses...................... 15,725 -- 15,725
Research and development
expenses...................... 1,058 -- 1,058
Depreciation................... 2,284 -- 2,284
Amortization................... 4,351 4,351
------------ ---------- ------------
Loss from operations......... (18,139) (18,139)
Other expense, net............. 69 -- 69
Loss on equity investment...... (65) -- (65)
Interest income................ 216 -- 216
Interest expense............... (336) 329 (8) (7)
------------ ---------- ------------
Loss before income taxes..... (18,255) 329 (17,926)
Income tax expense............. -- -- --
------------ ---------- ------------
Net loss..................... (18,255) 329 (17,926)
------------ ---------- ------------
Dividends and accretion on
mandatorily redeemable
preferred stock............... (5,293) 4,841 (9) (452)
------------ ---------- ------------
Net loss available to common
stockholders................ $ (23,548) $ 5,170 $ (18,378)
============ ========== ============
Basic and diluted net loss per
common share(1)............... $ (1.46) $ (0.29)
============ ============
Weighted average common shares
outstanding(1)................ 16,082 63,909
</TABLE>

27
<PAGE>

Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 1999

<TABLE>
<CAPTION>
Historical Pro Forma
Company Adjustments(7) Pro Forma
---------- -------------- ---------
(in thousands)
<S> <C> <C> <C>
Assets:
Cash and cash equivalents.................. $ 13,880 $143,014 $156,894
Accounts receivable (net).................. 20,957 -- 20,957
Unbilled revenues.......................... 11,736 -- 11,736
Prepaid expenses and other assets.......... 3,757 1,400 5,157
-------- -------- --------
Total current assets................... 50,330 144,414 194,744
Property and equipment, net................ 32,296 -- 32,296
Intangible assets, net..................... 58,102 -- 58,102
Other non-current assets................... 2,970 (2,298) 672
-------- -------- --------
Total assets........................... $143,698 $142,116 $285,814
======== ======== ========
Liabilities and Stockholders' Equity:
Accounts payable........................... $ 4,783 $ (450) $ 4,333
Deferred revenues.......................... 8,904 -- 8,904
Accrued liabilities........................ 11,113 -- 11,113
Current portion of long-term debt.......... 815 -- 815
-------- -------- --------
Total current liabilities.............. 25,615 (450) 25,165
Long-term debt............................. 11,185 (9,900) 1,285
-------- -------- --------
Total liabilities...................... 36,800 (10,350) 26,450
Mandatorily redeemable preferred stock..... 70,414 (70,414) --
Mandatorily redeemable preferred stock of
subsidiary................................ 9,839 38,100 47,939
Stockholders' equity
Class A Convertible Preferred Stock...... 2 (2) --
Common stock............................. 163 481 644
Additional paid-in capital............... 114,859 184,301 299,160
Accumulated deficit...................... (84,142) -- (84,142)
Treasury stock at cost................... (888) -- (888)
Note receivable from stockholder......... (900) -- (900)
Unearned compensation.................... (2,449) -- (2,449)
-------- -------- --------
Total stockholders' equity............. 26,645 184,780 211,425
-------- -------- --------
Total liabilities, mandatorily
redeemable preferred stock and
stockholders' equity.................. $143,698 $142,116 $285,814
======== ======== ========
</TABLE>

28
<PAGE>

Notes to Pro Forma Condensed Consolidated Financial Information

The following adjustments were applied to iXL's Consolidated Financial
Statements and the financial data of the companies acquired by iXL since
January 1, 1998 to arrive at the unaudited Pro Forma Consolidated Financial
Information.

(1) Potential common shares consist of Class A, Class B, and Class C
Convertible Preferred Stock using the as-converted method, and stock
options and warrants using the treasury stock method and contingently
issuable shares held in escrow, which are excluded from the computation as
their effect is antidilutive.

(2) During 1998, iXL acquired 24 companies and accounted for them using the
purchase method. The companies acquired and purchase price, including the
shares of common stock and related warrants and options issued, are
presented in the table below individually for those acquisitions with a
purchase price greater than $2.0 million and in the aggregate for those
with a purchase price of less than $2.0 million. The per share fair value
of common stock for each acquisition was determined based upon independent
appraisals obtained by iXL.

<TABLE>
<CAPTION>
Fair Value
Per Share of Net Excess of
Fair Value Shares of Cash Used for Tangible Cost Over
of iXL Common Warrants/ Acquisitions, Total Assets/ Fair Value of
Common Stock Options Net of Cash Purchase (Liabilities) Assembled Net Assets
Business Acquired Stock Issued Issued Acquired Price Acquired Workforce Acquired
----------------- ---------- --------- --------- ------------- -------- ------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Digital Planet, Inc. ... $5.50 259,584 -- $ 1,962 $ 3,550 $ (39) $ 1,012 $ 2,577
Micro Interactive,
Inc. .................. 5.50 740,000 19,500 1,718 5,809 281 999 4,529
CommerceWAVE, Inc. ..... 5.82 877,898 64,434 117 5,459 (1,037) 662 5,134
Image Communications,
Inc. .................. 5.82 378,999 125,054 753 3,324 381 1,213 1,730
Spinners Incorporated
....................... 5.82 674,132 66,495 1,383 5,543 499 1,129 3,915
Tekna, Inc. ............ 4.50 712,622 125,757 611 4,758 527 820 3,411
Larry Miller
Productions, Inc. .... 4.50 113,823 248,135 1,812 3,490 (143) 963 2,670
NetResponse ........... 4.50 701,375 73,625 1,719 5,307 1,312 1,168 2,827
Ionix Development
Corp. ................. 4.50 358,551 -- 1,059 3,013 231 778 2,004
Pequot Systems, Inc. ... 4.50 378,066 -- 792 2,501 154 357 1,990
TwoWay Communications
LLC ................... 4.50 269,421 -- 1,246 2,469 335 713 1,421
Other Acquisitions...... -- 2,295,530 57,215 3,430 14,188 795 6,075 7,318
--------- ------- ------- ------- ------- ------- -------
Total.................. 7,760,001 780,215 $16,602 $59,411 $ 3,296 $15,889 $39,526
========= ======= ======= ======= ======= ======= =======
</TABLE>

29
<PAGE>

(3) For those companies acquired during 1998 that had a purchase price of
greater than $2.0 million, the following table presents the income
statements for the period January 1, 1998 through the date of acquisition.
Acquisitions with a purchase price less than $2.0 million are aggregated in
the Other Acquisitions column.

<TABLE>
<CAPTION>
Micro Image Larry
Inter- Commun- Spinners Miller
Digital active, Commerce- ications, Incorp- Tekna Product-
Planet Inc. WAVE Inc. Inc. orated Inc. ions, Inc.
------- ------- --------- --------- -------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.............. $1,262 $ 956 $ 563 $ 847 $1,369 $1,990 $2,040
Cost of revenues...... 748 536 458 601 871 1,058 2,114
------ ----- ----- ----- ------ ------ -------
Gross profit.......... 514 420 105 246 498 932 (74)
Sales and marketing
expenses............. 168 38 159 61 20 271 314
General and
administrative
expenses............. 397 702 457 564 405 983 1,550
Research and
development
expenses............. -- -- 5 -- -- -- --
Depreciation.......... 30 75 34 65 37 80 47
Amortization.......... -- -- -- -- -- -- --
------ ----- ----- ----- ------ ------ -------
Loss from operations.. (81) (395) (550) (444) 36 (402) (1,985)
Other (expense),
income............... -- 1 -- 50 -- (179) 2
Interest income....... -- 6 4 -- -- 5 6
Interest expense...... (35) (17) (26) (37) (6) (8) (36)
------ ----- ----- ----- ------ ------ -------
Loss before income
taxes................ (116) (405) (572) (431) 30 (584) (2,013)
Income tax expense.... -- -- (1) -- -- -- --
------ ----- ----- ----- ------ ------ -------
Net loss.............. $(116) $(405) $(573) $(431) $ 30 $ (584) $(2,013)
====== ===== ===== ===== ====== ====== =======
</TABLE>

<TABLE>
<CAPTION>
Two Way Total for all
Pequot Net- Commun- Ionix companies
Systems, Response, ications, Development Other acquired in
Inc. L.L.C. L.L.C. Corporation Acquisitions 1998
-------- --------- --------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues.............. $1,354 $3,293 $1,400 $1,484 $5,835 $22,393
Cost of revenues...... 1,100 1,560 718 1,007 3,550 14,321
------ ------ ------ ------ ------ -------
Gross profit.......... 254 1,733 682 477 2,285 8,072
Sales and marketing
expenses............. 26 4 -- 2 288 1,351
General and
administrative
expenses............. 549 1,540 667 267 1,404 9,485
Research and
development
expenses............. -- -- -- -- -- 5
Depreciation.......... 19 96 8 10 177 678
Amortization.......... -- -- -- -- -- --
------ ------ ------ ------ ------ -------
Loss from operations.. (340) 93 7 198 416 (3,447)
Other (expense),
income............... -- (2) -- 1 17 (110)
Interest income....... 1 -- -- 5 -- 27
Interest expense...... -- (98) (34) (6) (29) (332)
------ ------ ------ ------ ------ -------
Loss before income
taxes................ (339) (7) (27) 198 404 (3,862)
Income tax expense.... (6) -- -- -- (1) (8)
------ ------ ------ ------ ------ -------
Net loss.............. $ (345) $ (7) $ (27) $ 198 $ 403 $(3,870)
====== ====== ====== ====== ====== =======
</TABLE>

(4) To record amortization expense for the year ended December 31, 1998 related
to the identifiable intangible assets and goodwill acquired in connection
with the acquisitions of companies by iXL since January 1, 1998. Such
amounts are amortized over the estimated useful life of each asset.
Identifiable intangible assets consist primarily of assembled workforce,
which is being amortized over a period of three years. Goodwill is being
amortized over five years. Some of the shares issuable at the acquisition
dates were placed in escrow. These shares will either be issued to the
previous owners of these companies or returned to iXL based upon whether or
not performance targets of the respective acquired company are achieved. As
of December 31, 1998, iXL has excluded 237,304 shares of common stock that
had not been earned

30
<PAGE>

under the terms of the acquisition agreements from the recognized purchase
price calculations. Any purchase price adjustments resulting from the
issuance of these escrowed shares to the previous owners of these companies
will be recognized as adjustments to goodwill and will be amortized over
the remaining period of the expected benefit. See Note 3 to iXL's
Consolidated Financial Statements as of and for the year ended December 31,
1998. 50,000 of these shares have since been earned and have been released
from escrow since December 31, 1998. 100,000 of these shares have reverted
back to iXL, since the performance target was not achieved. These shares
have not yet been released from escrow as the procedures for release of
these shares have not been completed. The remaining 137,304 shares are to
remain in escrow until October 1999, the deadline for meeting the relevant
performance target.

(5) To reflect the following adjustments to interest expense:

. In connection with the acquisition of 14 of the companies acquired
by iXL since January 1, 1998, iXL repaid approximately $7.3
million in debt. Interest expense was reduced by $371,000,
representing the reversal of the interest expense recorded by the
acquired companies as if the repayments had occurred on January 1,
1998. The amount was calculated based upon the actual interest
expense recorded by the acquired companies on the related debt
from January 1, 1998 to the respective acquisition date.

. In connection with the acquisition of 17 of the companies acquired
by iXL since January 1, 1998, iXL paid approximately $16.9 million
in cash which was used for a combination of repayment of acquired
company debt and as a component of the purchase price. Interest
expense was increased by $1.0 million, representing the interest
expense iXL would have recorded had the acquisition occurred on
January 1, 1998. This interest expense adjustment was calculated
by applying iXL's incremental borrowing rate to the amount of cash
paid for each acquisition from January 1, 1998 to the respective
acquisition date. The interest rate used was prime plus 2%, which
is the interest rate on iXL's current credit agreement which was
entered into during 1998.

. A decrease in interest expense of $43,000 due to the repayment of
$9.4 million of revolving debt from the proceeds of the issuance
of 22,825 shares of Class A Convertible Preferred Stock in January
1999. This debt was outstanding for a period of 17 days in 1998
(from December 14, 1998 through December 31, 1998). The interest
expense adjustment was calculated based on the actual interest
expense incurred by iXL on the revolving debt during the period
noted.

. A decrease in interest expense of $450,000 due to the repayment of
$9.9 million of debt with the proceeds from iXL's initial public
offering. This debt was outstanding for 153 days during the year
ended December 31, 1998. This adjustment was calculated based upon
the actual interest expense incurred by iXL on this debt during
the period noted.

(6) To record accretion on the CFN Series B Convertible Preferred Stock as if
it were outstanding for the full year. The difference between the carrying
value of $38.1 million and the redemption value of $50.0 million will be
accreted on a straight-line basis up through the mandatory redemption date
of December 31, 2005.

(7) Reflects:
(a) the sale by iXL of 6,900,000 shares of common stock in iXL's
initial public offering at the initial public offering price of
$12.00 per share after deducting the underwriting discounts and
commissions and offering expenses payable by iXL;

(b) the sale and issuance to General Electric upon the closing of
iXL's initial public offering of an aggregate of 2,000,000 shares
of common stock at the initial public offering price of $12.00
per share;

(c) the exercise of warrants to purchase 1,246,000 shares of common
stock for cash consideration of $4.58 per share upon the closing
of iXL's initial public offering;

31
<PAGE>

(d) the exercise of warrants to purchase 240,006 shares of common
stock which were mandatorily exercisable upon the closing of
iXL's initial public offering into 237,254 shares of common
stock; warrants to purchase 205,306 shares of common stock with
a weighted average exercise price of $2.12 per share were
exercised on a cash basis for aggregate cash consideration of
$434,936, and warrants to purchase 34,700 shares of common stock
with an exercise price of $0.9514 per share were exercised on a
cashless basis into 31,948 shares of common stock based on the
initial public offering price of $12.00 per share; the warrants
exercised for cash had the following exercise prices: 9,106 at
$0.0000439 per share, 150,000 at $2.50 per share, and 46,200 at
$1.2973 per share;

(e) the repayment of $9.9 million of debt upon the closing of iXL's
initial public offering; and

(f) the reclassification of Class A, Class B, and Class C
Convertible Preferred Stock, Class D Nonvoting Preferred Stock
and Class A and Class B Common Stock into common stock and the
related reduction in the dividends and accretion on mandatorily
redeemable preferred stock.

(g) (1) the sale and issuance by CFN to General Electric of
16,190,475 shares of CFN's Series B Convertible Preferred
Stock for a purchase price of approximately $50 million, net
of issuance costs of $700,000. The net proceeds have been
reflected as an adjustment to cash. These proceeds have been
recorded as mandatorily redeemable preferred stock of
subsidiary and additional paid-in capital; and

(2) the issuance to GE Capital Equity Investments, Inc. of
warrants to purchase 1,500,000 shares of iXL common stock in
consideration for General Electric implementing a mutually
acceptable marketing campaign to advertise its relationships
with iXL and CFN, and entering into an agreement to use
reasonable efforts to provide access to CFN's platform to
employees of GE Capital Equity Investments, Inc. This
issuance occurred contemporaneously with an investment by
General Electric in CFN. These warrants were 100% vested as
of the date of grant and are exercisable one year from the
grant date.

The fair value of these warrants of $12.6 million has been
calculated using the Black-Scholes option pricing model. The
assumptions utilized in determining this fair value are
as follows: life of warrant = five years; expected volatility =
85%; dividend yield = 0%; risk-free rate = 5%; fair market
value of underlying stock on date of grant = $12.00 (based on
the initial public offering price); exercise price = $12.00.

The fair value of these warrants has been allocated as follows:

(i) $200,000 of the value of the warrants has been allocated
to the agreement by GE Capital Equity Investments, Inc. to
provide access to CFN's platform to its employees. Such
amount has been reflected in the pro forma adjustments in
prepaid expenses and other assets and will be expensed
when GE Capital Equity Investments, Inc. performs its
duties under the agreement.

(ii) $1.2 million of the value of the warrants has been
allocated to the agreement by General Electric to provide
marketing services to iXL and CFN. Such amount has been
reflected in the pro forma adjustments in prepaid
expenses and other assets and will be expensed when
General Electric performs the marketing services
(primarily placement of advertising) under the agreement.

(iii) The remaining $11.2 million of value of the warrants has
been allocated to and recorded as a reduction of
mandatorily redeemable preferred stock of subsidiary and
an increase in additional paid-in capital. This amount
will be accreted over the redemption period to increase
the carrying value of the CFN Series B Convertible
Preferred Stock to its redemption value of $50 million.
This accretion will impact net loss available to common
stockholders. An independent valuation of CFN obtained
by iXL for the purpose of allocating the value of the
warrants supports the allocation of this portion of the
warrant value to the investment in CFN.

32
<PAGE>

As a result of the above transactions, the following adjustments were
made in the pro forma condensed consolidated balance sheet. The column headings
on the table below correspond to the paragraphs above.

<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) Total
------- ------- ------ ---- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents
gross proceeds......... $82,800 $24,000 $5,707 $435 $(9,900) $ -- $50,000 $153,042
offering expenses, net
of amounts paid....... (8,628) (700) -- -- -- -- (700) (10,028)
------- ------- ------ ---- ------- -------- ------- --------
net adjustment......... $74,172 $23,300 $5,707 $435 $(9,900) $ -- $49,300 $143,014
Prepaid expenses and
other assets.......... $ 1,400
Other non-current
assets................. $(2,298) $ -- $ -- $-- $ -- $ -- -- $ (2,298)
Accounts payable........ $ (450) $ -- $ -- $-- $ -- $ -- -- $ (450)
Long-term debt.......... $ -- $ -- $ -- $-- $(9,900) $ -- -- $ (9,900)
Mandatorily redeemable
preferred stock
Class B Convertible
Preferred Stock....... -- -- -- -- -- $(40,602) -- $(40,602)
Class C Convertible
Preferred Stock....... -- -- -- -- -- (3,795) -- (3,795)
Class D Nonvoting
Preferred Stock....... -- -- -- -- -- (26,017) -- (26,017)
------- ------- ------ ---- ------- -------- ------- --------
net adjustment......... $ -- $ -- $ -- $-- $ -- $(70,414) $ -- $(70,414)
Mandatorily redeemable
preferred stock of
subsidiary............. $ -- $ -- $ -- $-- $ -- $ -- $38,100 $ 38,100
Class A Convertible
Preferred Stock........ -- -- -- -- -- (2) -- (2)
Common stock
the initial public
offering.............. $ 69 -- -- -- -- -- -- $ 69
General Electric
private placement..... -- $ 20 -- -- -- -- -- $ 20
warrants exercised..... -- -- $ 13 $ 2 -- -- -- $ 15
Class A Convertible
Preferred Stock....... -- -- -- -- -- $ 200 -- $ 200
Class B Convertible
Preferred Stock....... -- -- -- -- -- 98 -- 98
Class C Convertible
Preferred Stock....... -- -- -- -- -- 9 -- 9
Class D Nonvoting
Preferred Stock....... -- -- -- -- -- 70 -- 70
------- ------- ------ ---- ------- -------- ------- --------
net adjustment......... $ 69 $ 20 $ 13 $ 2 $ -- $ 377 $ -- $ 481
Additional paid-in
capital
the initial public
offering.............. $72,255 -- -- -- -- -- -- $ 72,255
General Electric
private placement..... -- $23,280 -- -- -- -- -- 23,280
General Electric
warrant issuance...... 12,600
warrants exercised..... -- -- $5,694 $433 -- -- -- 6,127
Class A Convertible
Preferred Stock....... -- -- -- -- -- (198) -- (198)
Class B Convertible
Preferred Stock....... -- -- -- -- -- 40,504 -- 40,504
Class C Convertible
Preferred Stock....... -- -- -- -- -- 3,786 -- 3,786
Class D Nonvoting
Preferred Stock....... -- -- -- -- -- 25,947 -- 25,947
------- ------- ------ ---- ------- -------- ------- --------
net adjustment......... $72,255 $23,280 $5,694 $433 $ -- $ 70,039 $12,600 $184,301
</TABLE>

(8) To reflect the following adjustments to interest expense:

. A decrease of $50,000 due to the repayment of $9.4 million of revolving
debt. This amount of debt was outstanding for a period of 19 days in
1999 (from January 1, 1999 through January 20, 1999). This adjustment
was calculated based upon the actual interest expense incurred by iXL on
the revolving debt during the period noted.

. A decrease in interest expense of $279,000 due to the repayment of $9.9
million of debt with the proceeds from iXL's initial public offering.
This debt was outstanding for 90 days in the three months ended March
31, 1999. This adjustment was calculated based upon the actual interest
expense incurred by iXL on this debt for the period noted.

(9) To record accretion on the CFN Series B Convertible Preferred Stock as if
it were outstanding for the full three-month period ended March 31, 1999.

33
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

You should read the following selected Consolidated Financial Data with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and iXL's audited Consolidated Financial Statements included
elsewhere in this prospectus. iXL commenced operations effective May 1, 1996.
All of iXL's acquisitions have been accounted for using the purchase method,
and accordingly, the statement of operations data of iXL for all periods
presented reflect the results of operations from these businesses from their
respective acquisition dates. The consolidated statement of operations data set
forth below for the eight months ended December 31, 1996, the years ended
December 31, 1997 and 1998, and the consolidated balance sheet data at
December 31, 1996, 1997 and 1998 are derived from and qualified by reference to
iXL's audited Consolidated Financial Statements, which appear elsewhere in this
prospectus. The consolidated statement of operations data for the three months
ended March 31, 1998 and 1999 and the consolidated balance sheet data at
March 31, 1999 are derived from and are qualified by reference to, iXL's
unaudited Consolidated Financial Statements, which appear elsewhere in this
prospectus and, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly
the financial data for such periods. The results of operations for the three
months ended March 31, 1999 are not necessarily indicative of the results to be
expected for the full year or for any future period.

<TABLE>
<CAPTION>
Three Months
Eight Months Years Ended Ended
Ended December 31, March 31,
December 31, ------------------ -----------------
1996 1997 1998 1998 1999
------------ -------- -------- ------- --------
Consolidated Statement of
Operations Data: (in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Revenues................... $ 5,379 $ 18,986 $ 64,767 $ 6,864 $ 33,012
Cost of revenues........... 3,577 11,343 44,242 4,899 19,583
------- -------- -------- ------- --------
Gross profit............. 1,802 7,643 20,525 1,965 13,429
Sales and marketing
expenses.................. 812 3,903 17,325 2,036 8,150
General and administrative
expenses.................. 1,247 9,114 30,163 2,956 15,725
Research and development
expenses.................. -- 4,820 4,408 907 1,058
Depreciation............... 372 1,408 5,217 699 2,284
Amortization............... 928 5,191 10,590 1,182 4,351
------- -------- -------- ------- --------
Loss from operations..... (1,557) (16,793) (47,178) (5,815) (18,139)
Other income (expense),
net....................... 48 116 (28) 36 69
Loss on equity investment.. (249) (1,443) (1,640) (395) (65)
Interest income............ 32 136 750 264 216
Interest expense........... (30) (238) (770) (28) (336)
------- -------- -------- ------- --------
Loss before income
taxes................... (1,756) (18,222) (48,866) (5,938) (18,255)
Income tax benefit......... 302 2,782 -- -- --
------- -------- -------- ------- --------
Net loss................. (1,454) (15,440) (48,866) (5,938) (18,255)
Dividends and accretion on
mandatorily redeemable
preferred stock........... -- -- (9,099) (725) (5,293)
------- -------- -------- ------- --------
Net loss available to
common stockholders..... $(1,454) $(15,440) $(57,965) $(6,663) $(23,548)
======= ======== ======== ======= ========
Basic and diluted net loss
per common share.......... $ (0.37) $ (2.36) $ (4.92) $ (0.78) $ (1.46)
======= ======== ======== ======= ========
Weighted average common
shares outstanding........ 3,972 6,540 11,777 8,592 16,082
</TABLE>

<TABLE>
<CAPTION>
As of December 31, As of
------------------------- March 31,
1996 1997 1998 1999
------- -------- -------- ---------
Consolidated Balance Sheet Data: (in thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents................. $ 409 $ 23,038 $ 19,259 $ 13,880
Working capital........................... 217 23,879 27,119 24,715
Total assets.............................. 16,472 57,612 142,951 143,698
Debt, including current portion........... 691 1,273 21,420 12,000
Mandatorily redeemable preferred stock.... -- 29,930 65,679 70,414
Mandatorily redeemable preferred stock of
subsidiary............................... -- -- 9,839 9,839
Stockholders' equity...................... 12,989 21,950 25,560 26,645
</TABLE>

34
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion of the financial condition and
results of operations of iXL with "Selected Consolidated Financial Data," "Pro
Forma Consolidated Financial Information" and iXL's Consolidated Financial
Statements, including the Notes included elsewhere in this prospectus.

Overview

iXL is a leading Internet services company which provides Internet
strategy consulting and comprehensive Internet-based solutions to Fortune 1000
companies and other corporate users of information technology. iXL helps
businesses identify how the Internet can be used to their competitive advantage
and uses its expertise in creative design and systems engineering to design,
develop and deploy advanced Internet applications and solutions.

iXL was founded in March 1996, and since that time has acquired a total
of 34 companies. All of iXL's acquisitions have been accounted for using the
purchase method. Therefore, the historical financial data include the results
of operations of companies acquired from their respective acquisition dates.
iXL has incurred substantial losses since its inception and anticipates
continuing to incur substantial losses for the foreseeable future. As of March
31, 1999, iXL had an accumulated deficit of approximately $84 million. Although
iXL has experienced revenue growth, this growth may not be sustainable or
indicative of future results of operations.

iXL's customers generally retain iXL on a project-by-project basis. iXL
typically does not have material contracts that commit a customer to use its
services on a long-term basis. Revenue is recognized primarily using the
percentage of completion method on a contract-by-contract basis. iXL's use of
the percentage of completion method of revenue recognition requires management
to estimate the degree of completion of each project. To the extent these
estimates prove to be inaccurate, the revenues and gross profits reported for
periods during which work on the project is ongoing may not accurately reflect
the final results of the project. Any anticipated losses on projects are
charged to earnings when identified. iXL primarily prices its projects on a
fixed-price basis, rather than on a time and materials basis, and it typically
assumes the fixed-price contracts of companies it acquires. iXL has begun
implementation of an internally developed estimation process to determine the
fixed price for an engagement, and standardize pricing throughout its offices.
This methodology incorporates standard personnel billing rates, project
implementation risks and the overall technical complexity of the project. We
believe that the standardization of pricing throughout our network of offices
will decrease project pricing risk. iXL attempts to price larger, fixed-price
contracts on a three-phase basis--strategic review, design and implementation.
Each phase is priced separately, immediately prior to its commencement. Less
than a third of iXL's revenues are currently derived from contracts priced on a
three-phase basis. See "Risk Factors--Risks Related to iXL's Business--Our
fixed-price contracts involve financial risk."

Through both acquisitions and its directed marketing efforts, iXL has
established a diversified base of clients in a wide range of industries,
including the industries targeted by iXL's marketing efforts.

iXL's revenues are comprised of fees from Internet strategy consulting,
Internet-based business solutions and iXL Solution Sets. iXL's revenue
composition has changed substantially from inception, and iXL expects further
change as its business develops. Historically, a substantial majority of iXL's
revenues have been derived from traditional website development and the
implementation of iXL's Solution Sets. To succeed, iXL must leverage its
existing relationships and establish new relationships in order to
substantially increase the revenues derived from more comprehensive strategic
Internet services.

<PAGE>

We have recently entered into multi-year services agreements with General
Electric and Delta Air Lines under which we have agreed to provide strategic
Internet services. These agreements guarantee minimum payments to iXL for
services provided by iXL. In connection with these agreements, we have issued
warrants to General Electric and Delta Air Lines which will result in non-cash
charges that will reduce our reported revenue. For Delta Air Lines, this charge
will be approximately $1.2 million, reducing the $10 million of guaranteed
revenue from Delta in 1999 and early 2000 to $8.8 million, and for General
Electric this charge will be approximately $4.8 million, reducing the $20
million of guaranteed revenue from General Electric in 1999 and early 2000 to
$15.2 million.

iXL's expenses include cost of revenues, sales and marketing, general and
administrative, and research and development expenses. Cost of revenues
includes salaries, benefits and related overhead expenses associated with the
generation of revenues. Sales and marketing expenses include promotion, new
business generation expenses and the salary and benefit costs of personnel in
these functions. General and administrative expenses include management,
accounting, legal and human resources costs. Research and development expenses
include salary and benefit costs of technical personnel developing Solution
Sets and component frameworks. iXL's expenses also include non-cash charges
related to option grants and warrant issuances.

In connection with (1) the reasonable efforts of GE Capital Equity
Investments, Inc. to provide the CFN platform to its employees and (2) the
marketing agreement among iXL and General Electric, iXL issued warrants to
purchase 1,500,000 shares of common stock to General Electric. iXL believes the
value of these marketing services to be $1.2 million and accordingly this
marketing campaign is expected to result in $1.2 million of marketing expenses
to be recorded in the 12 month period subsequent to the date of iXL's initial
public offering. However, if the value ultimately ascribed to the marketing
campaign exceeds this amount, the value allocated to the marketing agreement
would be increased appropriately up to a maximum of the full value of the
warrants. Such an increase would result in a corresponding increase in
mandatorily redeemable preferred stock of subsidiary and prepaid expenses and
other assets, as well as a decrease in the accretion of the mandatorily
redeemable preferred stock of subsidiary over a seven-year period until
redemption. Net loss available to common stockholders and stockholders' equity
will also be impacted by non-cash charges related to this warrant issuance. For
more information on the accounting treatment of these warrants and the
marketing campaign, see note 10 to the Pro Forma Condensed Consolidated
Financial Information.

iXL's future success will depend in large part upon its ability to
attract, train and retain additional highly skilled executive-level management
and creative, technical, consulting and sales personnel. Competition for such
personnel is intense, and iXL is unsure that it will be successful in
attracting, training and retaining such personnel. Historically iXL has
experienced significant employee turnover, and its ability to control employee
turnover will have a significant impact on its profitability.

CFN has expended and will continue to expend significant resources to
build electronic data interchange interfaces with participating institutions,
to grow its technology infrastructure, to add additional participating
companies and employees to the platform and to establish access to the CFN
platform for participating companies' employees. These expenditures must be
incurred in advance of the recognition of revenue. None of these expenses is
incurred under long-term vendor contracts. As a result, these expenses are
expensed as incurred, except for fixed asset purchases which are depreciated
over their expected useful lives. CFN recognizes revenue upon completion of an
end-user transaction through the CFN operating network, which also will require
the realization of expenses in advance of related revenue. To date, the volume
of transactions on CFN has been limited and, accordingly, the revenue
recognized has been minimal. As a result, iXL may not be able to achieve or
sustain profitability. CFN incurred an operating loss of $13.5 million for the
year ended December 31, 1998 and $4.0 million for the three months ended March
31, 1999. See "Risk Factors--Risks Related to Our CFN Subsidiary--CFN's
business model is new and unproven" and "--CFN must expend significant
resources to grow its infrastructure."

36
<PAGE>

iXL incurred non-cash stock compensation expense related to its option
grants for the year ended December 31, 1998, totaling $1.6 million and for the
three months ended March 31, 1999, totaling $1.5 million. iXL expects to
recognize approximately $2.1 million in 1999, $850,000 in 2000, $600,000 in
2001 and $330,000 in 2002 in stock compensation expense relating to the grant
of options in 1998 and 1999.

Acquisition Program

iXL has acquired a total of 34 businesses since its inception and intends
to continue acquiring similar businesses. iXL evaluates acquisitions based on
numerous quantitative and qualitative factors. Quantitative factors include
historical and projected revenues and profitability, geographic coverage and
contract backlog. Qualitative factors include strategic and cultural fit,
management skills, customer base and technical proficiency. Most of the
consideration paid by iXL for prior acquisitions has been in the form of common
stock. iXL anticipates that common stock and options to acquire common stock
will continue to constitute most of the consideration used to make future
acquisitions. iXL's acquisition program will result in additional ownership
dilution to investors participating in this offering.

All of iXL's acquisitions have been accounted for using the purchase
method. The results of operations of the acquired entities are consolidated
with those of iXL from the date of the acquisition. For each acquisition, a
portion of the purchase price is allocated to the tangible and identifiable
intangible assets acquired and liabilities assumed based on their respective
fair market values on the acquisition date. A portion of the purchase price in
excess of tangible and identifiable intangible assets and liabilities assumed
is allocated to goodwill and amortized on a straight-line basis over the
estimated period of benefit, which is primarily five years. Identifiable
intangible assets consist primarily of assembled workforce and are being
amortized over a period of three years. For the year ended December 31, 1998,
amortization expense was $10.6 million. iXL expects additional acquisition-
related amortization expense as a result of its acquisition program.

We believe our acquisitions have contributed to our growth by rapidly
expanding our employee base, geographic coverage, client base, industry
expertise and technical skills. Our acquisitions with a purchase price
exceeding $5 million are as follows:

In May 1997, we acquired BoxTop Interactive, Inc., a Los Angeles creative
design firm, for a purchase price of $10 million and the assumption of $1.5
million of debt, which was subsequently repaid. The acquisition of BoxTop
provided media and entertainment industry expertise and geographic presence in
California, and expanded our workforce by approximately 60 skilled employees.

In May 1998, we acquired Micro Interactive, Inc., a New York interactive
media firm, for a purchase price of $5.8 million including the repayment of
$426,000 of debt. The acquisition of Micro Interactive provided interactive
multimedia technical skills and expanded our workforce by approximately 35
skilled employees.

In July 1998, we acquired CommerceWAVE, Inc., a San Diego e-commerce
firm, for a purchase price of $5.5 million and the assumption of $450,000 of
debt, which was subsequently repaid. The acquisition of CommerceWAVE provided
e-commerce strategy consulting expertise and engineering capabilities and
geographic presence in San Diego, and expanded our workforce by approximately
22 skilled employees.

In July 1998, we also acquired Spinners Incorporated, a Boston,
Massachusetts software engineering and creative design firm, for a purchase
price of $5.5 million. The acquisition provided software engineering and
creative design expertise, financial service industry knowledge and added to
iXL's client base. The acquisition also added 31 skilled employees.

37
<PAGE>

In September 1998, we acquired NetResponse L.L.C., an Arlington, Virginia
strategy consulting, software engineering and creative design firm, for a
purchase price of $5.3 million including the repayment of $1.8 million of debt.
The acquisition provided strategy consulting expertise, software engineering
skills and 36 skilled employees, and added to iXL's client base.

iXL anticipates that a material portion of its future growth will be
accomplished by acquiring existing businesses. Most of iXL's growth in
personnel has been through acquisitions. The success of this plan depends upon,
among other things, iXL's ability to integrate acquired personnel, operations,
products and technologies into its organization effectively, to retain and
motivate key personnel of acquired businesses and to retain customers of
acquired firms. iXL cannot guarantee that it will be able to identify suitable
acquisition opportunities, obtain any necessary financing on acceptable terms
to finance such acquisitions, consummate such acquisitions or successfully
integrate acquired personnel and operations. See "Risk Factors--Risks Related
to iXL's Business--We may be unable to continue to grow at our historical
growth rates or to effectively manage our growth" and "--Our continued growth
is dependent on the successful completion of acquisitions."

Quarterly Historical Results of Operations

The following table presents the unaudited historical quarterly results
of operations. We believe that our historical financial statements are not
necessarily indicative of future results of operations. You should read these
quarterly historical results of operations with the historical audited
financial statements of iXL and certain of the companies acquired by iXL since
January 1, 1998 and related Notes.

<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------
March 31, June 30, September 30, December 31, March 31,
1998 1998 1998 1998 1999
--------- -------- ------------- ------------ ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues................ $ 6,864 $ 10,520 $ 18,123 $ 29,260 $33,012
Cost of revenues........ 4,899 8,086 12,628 18,629 19,583
------- -------- -------- -------- --------
Gross profit............ 1,965 2,434 5,495 10,631 13,429
Sales and marketing
expenses............... 2,036 2,887 4,573 7,829 8,150
General and administra-
tive expenses.......... 2,956 5,862 7,021 14,324 15,725
Research and development
expenses............... 907 1,322 1,244 935 1,058
Depreciation............ 699 955 1,261 2,302 2,284
Amortization............ 1,182 1,709 3,101 4,598 4,351
------- -------- -------- -------- --------
Loss from operations.... $(5,815) $(10,301) $(11,705) $(19,357) $(18,139)
======= ======== ======== ======== ========
</TABLE>

Comparison of Three Months Ended March 31, 1999 and March 31, 1998

Revenues. Revenues increased $26.1 million, or 381% to $33.0 million for
the quarter ended March 31, 1999 from $6.9 million for the quarter ended March
31, 1998. The majority of the increase was attributable to our acquisition
program which expanded our headcount and client base. The increase was also
attributable to an increase in the size of client engagements and the
development and growth of industry practice groups.

Cost of revenues. Cost of revenues increased $14.7 million, or 300% to
$19.6 million for the quarter ended March 31, 1999 from $4.9 million for the
quarter ended March 31, 1998. As a percentage of revenues, cost of revenues
decreased from 71% for the quarter ended March 31, 1998 to 59% for the quarter
ended March 31, 1999. As a percentage of revenue, the decrease in cost of sales
was primarily attributable to the growth of our industry practice groups and
strategy consulting practice. The dollar increase was primarily attributable to
the increase in headcount due to the integration of the companies acquired by
iXL since

38
<PAGE>

January 1, 1998, as well as to employee training and the development of the CFN
platform. Also included in this increase was $78,000 of non-cash expense
related to stock compensation charges.

Sales and marketing expenses. Sales and marketing expenses increased $6.1
million, or 300% to $8.1 million for the quarter ended March 31, 1999 from $2.0
million for the quarter ended March 31, 1998. As a percentage of revenues,
sales and marketing expenses decreased from 30% for the quarter ended March 31,
1998 to 25% for the quarter ended March 31, 1999. The dollar increase was
primarily attributable to the increase in headcount due to the integration of
the companies acquired by iXL since January 1, 1998, as well as the development
of iXL's sales and marketing infrastructure and staff. Also included in this
increase was $418,000 of non-cash expense related to stock compensation
charges.

General and administrative expenses. General and administrative expenses
increased $12.7 million, or 432% to $15.7 million for the quarter ended March
31, 1999 from $3.0 million for the quarter ended March 31, 1998. As a
percentage of revenues, general and administrative expenses increased from 43%
for the quarter ended March 31, 1998 to 48% for the quarter ended March 31,
1999. The increase in dollar and percentage terms was primarily attributable to
the increase in headcount due to the integration of the companies acquired by
iXL since January 1, 1998, as well as the expansion of management
infrastructure to support the growth in iXL's operations, the general and
administrative costs of the companies acquired by iXL since January 1, 1998 and
associated integration costs. Additionally, this increase included a donation
of $1.0 million to fund the iXL Center for Electronic Commerce in the DuPree
College of Management at Georgia Tech and $978,000 of non-cash expense related
to stock compensation charges. iXL expects its general and administrative
expenses to increase as it continues to grow.

Research and development expenses. Research and development expenses
increased $151,000, or 17% to $1.1 million for the quarter ended March 31, 1999
from $907,000 for the quarter ended March 31, 1998. As a percentage of
revenues, research and development expenses decreased from 13% for the quarter
ended March 31, 1998 to 3% for the quarter ended March 31, 1999.

Depreciation. Depreciation expenses increased $1.6 million to $2.3
million for the quarter ended March 31, 1999 from $700,000 for the quarter
ended March 31, 1998. The increase related to the depreciation of assets of the
companies acquired by iXL since January 1, 1998 and the investments in physical
infrastructure at these companies after acquisition.

Amortization. Amortization expense increased $3.2 million to $4.4 million
for the quarter ended March 31, 1999 from $1.2 million for the quarter ended
March 31, 1998. The increase was a result of the goodwill and assembled
workforce recorded in connection with the acquisitions which took place during
1998.

Comparison of Three Months Ended March 31, 1999 and December 31, 1998

Revenues. Revenues increased $3.7 million, or 13% to $33.0 million for
the quarter ended March 31, 1999 from $29.3 million for the quarter ended
December 31, 1998. This increase was primarily attributable to an increased
number of engagements for existing and new customers, as well as an increased
engagement size. The percentage increase was lower than in prior quarters
because revenues in the fourth quarter of 1998 were favorably impacted by
several large engagements during this period. Annualized revenue for our top
100 clients increased from 62% of total revenue in the quarter ended December
31, 1998 to 71% for the quarter ended March 31, 1999. iXL may not experience
comparable increases in the remainder of 1999.

Cost of revenues. Cost of revenues increased $1.0 million, or 5% to $19.6
million for the quarter ended March 31, 1999 from $18.6 million for the quarter
ended December 31, 1998. As a percentage of revenues, cost of revenues
decreased from 64% for the quarter ended December 31, 1998 to 59% for the
quarter ended March 31, 1999. The percentage decrease in the first quarter of
1999 to 59% was primarily attributable to iXL's emphasis on obtaining contracts
with higher gross margins. The first quarter of 1999

<PAGE>

included in cost of revenues $78,000 of non-cash stock option expense whereas
the fourth quarter of 1998 included $133,000 of non-cash stock option expense.

Sales and marketing expenses. Sales and marketing expenses increased by
$321,000, or 4% to $8.1 million for the quarter ended March 31, 1999 from $7.8
million for the quarter ended December 31, 1998. As a percentage of revenues,
sales and marketing expenses decreased from 27% for the quarter ended
December 31, 1998 to 25% for the quarter ended March 31, 1999. This dollar
increase was primarily attributable to an increase in our sales and marketing
headcount by over 25 professionals during the three months ended March 31,
1999. The first quarter of 1999 included in sales and marketing expenses
$418,000 of non-cash stock option expense and the fourth quarter of 1998
included $115,000 of non-cash stock option expense. Additionally, the fourth
quarter of 1998 included in sales and marketing expenses $813,000 of non-cash
expense related to warrant issuances.

General and administrative expenses. General and administrative expenses
increased $1.4 million, or 10% to $15.7 million for the quarter ended March 31,
1999 from $14.3 million for the quarter ended December 31, 1998. As a
percentage of revenues, general and administrative expenses decreased from 49%
for the quarter ended December 31, 1998 to 48% for the quarter ended March 31,
1999. The dollar increase was primarily attributable to a donation of $1.0
million to fund the iXL Center for Electronic Commerce in the DuPree College of
Management at Georgia Tech as well as the expansion of management
infrastructure to support the growth in iXL's operations, including the
development of CFN. We increased our general and administrative headcount by
over 30 professionals during the three months ended March 31, 1999. The first
quarter of 1999 included in general and administration expenses $978,000 of
non-cash stock option expense and the fourth quarter of 1998 included $1.4
million of non-cash stock option expense.

Research and development expenses. Research and development expenses
increased $123,000, or 13% to $1.1 million for the quarter ended March 31, 1999
from $935,000 for the quarter ended December 31, 1998. As a percentage of
revenues, research and development expenses remained constant for the quarters
ended March 31, 1999 and December 31, 1998, respectively.

Depreciation. Depreciation expenses decreased $18,000 in the quarter
ending March 31, 1999 from the previous quarter.

Amortization. Amortization expense decreased slightly to $4.4 million for
the quarter ended March 31, 1999 from $4.6 million for the quarter ended
December 31, 1998. The decrease was a result of the sale of certain intangible
assets.

Comparison of Three Months Ended December 31, 1998 and September 30, 1998

Revenues. Revenues increased $11.2 million, or 61% to $29.3 million for
the quarter ended December 31, 1998 from $18.1 million for the quarter ended
September 30, 1998. The majority of the increase was attributable to iXL's
acquisition program which expanded our headcount and client base. The increase
was also attributable to an increase in the size of client engagements and the
development and growth of industry practice groups.

Cost of revenues. Cost of revenues increased $6.0 million, or 48% to
$18.6 million for the quarter ended December 31, 1998 from $12.6 million for
the quarter ended September 30, 1998. As a percentage of revenues, cost of
revenues decreased from 70% for the quarter ended September 30, 1998 to 64% for
the quarter ended December 31, 1998. The dollar increase was primarily
attributable to the integration of the companies acquired by iXL since January
1, 1998, as well as to employee training and the increased operating expenses
of CFN.

Sales and marketing expenses. Sales and marketing expenses increased $3.2
million, or 71% to $7.8 million for the quarter ended December 31, 1998 from
$4.6 million for the quarter ended September 30, 1998.

40
<PAGE>

As a percentage of revenues, sales and marketing expenses increased from 25%
for the quarter ended September 30, 1998 to 27% for the quarter ended December
31, 1998. The increase in dollar and percentage terms was primarily
attributable to the development of iXL's sales and marketing infrastructure and
staff. We increased our sales and marketing headcount by approximately 3
professionals during the three months ended December 31, 1998. Also included in
this increase was $813,000 of non-cash expense related to warrant issuances.

General and administrative expenses. General and administrative expenses
increased $7.3 million, or 104% to $14.3 million for the quarter ended December
31, 1998 from $7.0 million for the quarter ended September 30, 1998. As a
percentage of revenues, general and administrative expenses increased from 39%
for the quarter ended September 30, 1998 to 49% for the quarter ended December
31, 1998. The increase in dollar and percentage terms was primarily
attributable to the expansion of management infrastructure to support the
growth in iXL's operations, the general and administrative costs of the
companies acquired by iXL since January 1, 1998 and associated integration
costs. Also included in this increase was $1.4 million of non-cash stock option
expense.

Research and development expenses. Research and development expenses
decreased $309,000, or 25% to $935,000 for the quarter ended December 31, 1998
from $1.2 million for the quarter ended September 30, 1998. As a percentage of
revenues, research and development expenses decreased from 7% for the quarter
ended September 30, 1998 to 3% for the quarter ended December 31, 1998. The
decrease in dollar and percentage terms was primarily due to the completion of
the final phases of development of Solution Set products.

Depreciation. Depreciation expenses increased $1.0 million to $2.3
million for the quarter ended December 31, 1998 from $1.3 million for the
quarter ended September 30, 1998. The increase related to the depreciation of
assets of the companies acquired by iXL since January 1, 1998 and investments
in physical infrastructure at these companies after acquisition.

Amortization. Amortization expenses increased $1.5 million to $4.6
million for the quarter ended December 31, 1998 from $3.1 million for the
quarter ended September 30, 1998. The increase was a result of the goodwill and
assembled workforce recorded in connection with the 17 acquisitions which took
place during the third quarter of 1998.

Comparison of Three Months Ended September 30, 1998 and June 30, 1998

Revenues. Revenues increased $7.6 million, or 72% to $18.1 million for
the quarter ended September 30, 1998 from $10.5 million for the quarter ended
June 30, 1998. The majority of the increase was attributable to iXL's
acquisition program which expanded our headcount and client base. The increase
was also attributable to an increase in the size of client engagements.

Cost of revenues. Cost of revenues increased $4.5 million, or 56% to
$12.6 million for the quarter ended September 30, 1998 from $8.1 million for
the quarter ended June 30, 1998. As a percentage of revenues, cost of revenues
decreased from 77% for the quarter ended June 30, 1998 to 70% from the quarter
ended September 30, 1998. The dollar increase was primarily attributable to the
integration of the companies acquired by iXL since January 1, 1998, as well as
to the increased operating expenses of CFN.

Sales and marketing expenses. Sales and marketing expenses increased $1.7
million, or 58% to $4.6 million for the quarter ended September 30, 1998 from
$2.9 million for the quarter ended June 30, 1998. As a percentage of revenues,
sales and marketing expenses decreased from 27% for the quarter ended June 30,
1998 to 25% for the quarter ended September 30, 1998. The dollar increase was
primarily attributable to the development of iXL's sales and marketing
infrastructure and staff.

41
<PAGE>

General and administrative expenses. General and administrative expenses
increased $1.1 million, or 20% to $7.0 million for the quarter ended September
30, 1998 from $5.9 million for the quarter ended June 30, 1998. As a percentage
of revenues, general and administrative expenses decreased from 56% for the
quarter ended June 30, 1998 to 39% for the quarter ended September 30, 1998.
The dollar increase was primarily attributable to the expansion of management
infrastructure to support the growth in iXL's operations, the general and
administrative costs of the companies acquired by iXL since January 1, 1998 and
associated integration costs.

Research and development expenses. Research and development expenses
decreased $78,000, or 6% to $1.2 million for the quarter ended September 30,
1998 from $1.3 million for the quarter ended June 30, 1998. As a percentage of
revenues, research and development expenses decreased from 13% for the quarter
ended June 30, 1998 to 7% for the quarter ended September 30, 1998.

Depreciation. Depreciation expenses increased $306,000 to $1.3 million
for the quarter ended September 30, 1998 from $955,000 for the quarter ended
June 30, 1998. The increase related to the depreciation of assets of the
companies acquired by iXL since January 1, 1998 and the investments in physical
infrastructure at these companies after acquisition.

Amortization. Amortization expense increased $1.4 million to $3.1 million
for the quarter ended September 30, 1998 from $1.7 million for the quarter
ended June 30, 1998. The increase was a result of the goodwill and assembled
workforce recorded in connection with the 17 acquisitions which took place
during the third quarter of 1998.

Comparison of Three Months Ended June 30, 1998 and March 31, 1998

Revenues. Revenues increased $3.6 million, or 53% to $10.5 million for
the quarter ended June 30, 1998 from $6.9 million for the quarter ended March
31, 1998. The majority of the increase was attributable to iXL's acquisition
program which expanded our headcount and client base. The increase was also
attributable to an increase in the size of client engagements.

Cost of revenues. Cost of revenues increased $3.2 million, or 65% to $8.1
million for the quarter ended June 30, 1998 from $4.9 million for the quarter
ended March 31, 1998. As a percentage of revenues, cost of revenues increased
from 71% for the quarter ended March 31, 1998 to 77% from the quarter ended
June 30, 1998. The increase in dollar and percentage terms was primarily
attributable to the integration of the companies acquired by iXL since January
1, 1998, as well as to the increased operating expenses of CFN.

Sales and marketing expenses. Sales and marketing expenses increased
$851,000, or 42% to $2.9 million for the quarter ended June 30, 1998 from $2.0
million for the quarter ended March 31, 1998. As a percentage of revenues,
sales and marketing expenses decreased from 30% for the quarter ended March 31,
1998 to 27% for the quarter ended June 30, 1998. The dollar increase was
primarily attributable to the development of iXL's sales and marketing
infrastructure and staff.

General and administrative expenses. General and administrative expenses
increased $2.9 million, or 98% to $5.9 million for the quarter ended June 30,
1998 from $3.0 million for the quarter ended March 31, 1998. As a percentage of
revenues, general and administrative expenses increased from 43% for the
quarter ended March 31, 1998 to 56% for the quarter ended June 30, 1998. The
increase in dollar and percentage terms was primarily attributable to the
expansion of management infrastructure to support the growth in iXL's
operations, the general and administrative costs of the companies acquired by
iXL since January 1, 1998 and associated integration costs. Approximately
$800,000 of the increase (representing 8% of second quarter of 1998 revenues)
related to the expansion of CFN's infrastructure.

42
<PAGE>

Research and development expenses. Research and development expenses
increased $415,000, or 46% to $1.3 million for the quarter ended June 30, 1998
from $907,000 for the quarter ended March 31, 1998. As a percentage of
revenues, research and development expenses remained constant at 13% for the
quarters ended March 31, 1998 and June 30, 1998. The dollar increase primarily
relates to the costs of developing Solution Sets and the CFN platform.

Depreciation. Depreciation expenses increased $256,000 to $955,000 for
the quarter ended June 30, 1998 from $699,000 for the quarter ended March 31,
1998. The increase related to the depreciation of assets of the companies
acquired by iXL since January 1, 1998 and the investments in physical
infrastructure at these companies after acquisition.

Amortization. Amortization expense increased $527,000 to $1.7 million for
the quarter ended June 30, 1998 from $1.2 million for the quarter ended March
31, 1998. The increase was a result of the goodwill and assembled workforce
recorded in connection with the four acquisitions which took place during the
second quarter of 1998.

Quarterly Pro Forma Results of Operations

The following table presents the unaudited pro forma quarterly results of
operations, which include adjustments to give effect to the acquisitions of
companies by iXL since January 1, 1998 as if they had occurred on January 1,
1998. Primarily because of iXL's large number of acquisitions in 1998, iXL has
included its quarterly results of operations on a pro forma basis to facilitate
the understanding of the effects of business acquisitions on iXL's operations.
Management believes that the pro forma quarterly results of operations may be
useful to investors in evaluating the financial performance of iXL. The pro
forma quarterly results of operations are not necessarily indicative of the
results of operations that would have been achieved had the transactions
occurred at the beginning of the periods presented and should not be construed
as being representative of future results of operations. These pro forma
amounts include the same adjustments that are reflected in the pro forma
consolidated statement of operations. You should read these pro forma quarterly
results of operations with the unaudited pro forma condensed consolidated
statement of operations and the historical audited financial statements of iXL
and some of the companies acquired by iXL and related notes included elsewhere
in this prospectus. See "Pro Forma Consolidated Financial Information."

<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------
March 31, June 30, September 30, December 31, March 31,
1998 1998 1998 1998 1999
--------- -------- ------------- ------------ ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues................ $15,437 $ 18,663 $ 23,800 $ 29,260 $ 33,012
Cost of revenues........ 10,116 13,251 16,567 18,629 19,583
------- -------- -------- -------- --------
Gross profit.......... 5,321 5,412 7,233 10,631 13,429
Sales and marketing ex-
penses................. 2,537 3,377 4,933 7,829 8,150
General and administra-
tive expenses.......... 6,147 8,835 10,342 14,324 15,725
Research and development
expenses............... 907 1,327 1,244 935 1,058
Depreciation............ 982 1,190 1,421 2,302 2,284
Amortization............ 4,332 4,330 4,408 4,598 4,351
------- -------- -------- -------- --------
Loss from operations.. $(9,584) $(13,647) $(15,115) $(19,357) $(18,139)
======= ======== ======== ======== ========
</TABLE>

Comparison of Three Months Ended March 31, 1999 and March 31, 1998

Revenues. Revenues increased $17.6 million, or 114% to $33.0 million for
the quarter ended March 31, 1999 from $15.4 million for the quarter ended March
31, 1998. This increase was primarily attributable to an increased number of
engagements for existing and new customers, as well as an increased

43
<PAGE>

engagement size. In particular, revenues in the first quarter of 1999 were
favorably impacted by several large engagements during this period. Annualized
revenue for our top 100 clients increased from 44% of total pro forma revenue
in the quarter ended March 31, 1998 to 71% for the quarter ended March 31,
1999.

Cost of revenues. Cost of revenues increased $9.5 million, or 94% to
$19.6 million for the quarter ended March 31, 1999 from $10.1 million for the
quarter ended March 31, 1998. As a percentage of revenues, cost of revenues
decreased from 66% for the quarter ended March 31, 1998 to 59% from the quarter
ended March 31, 1999. The first quarter of 1999 percentage decrease to 59% was
primarily attributable to iXL's emphasis on obtaining contracts with higher
gross margins. Also included in this increase in cost of revenues was $78,000
of non-cash stock option expense.

Sales and marketing expenses. Sales and marketing expenses increased $5.6
million, or 221% to $8.1 million for the quarter ended March 31, 1999 from $2.5
million for the quarter ended March 31, 1998. As a percentage of revenues,
sales and marketing expenses increased from 16% for the quarter ended March 31,
1998 to 25% for the quarter ended March 31, 1999. We increased our sales and
marketing headcount by over 25 professionals during the quarter ended March 31,
1999. Also included in this increase in sales and marketing expenses was
$418,000 of non-cash stock option expense.

General and administrative expenses. General and administrative expenses
increased $9.6 million, or 156% to $15.7 million for the quarter ended March
31, 1999 from $6.1 million for the quarter ended March 31, 1998. As a
percentage of revenues, general and administrative expenses increased from 40%
for the quarter ended March 31, 1998 to 48% for the quarter ended March 31,
1999. The increase in dollar and percentage terms was primarily attributable to
the expansion of management infrastructure to support the growth in iXL's
operations, including the development of CFN. We increased our general and
administrative headcount by over 30 professionals during the three months ended
March 31, 1999. Additionally, this increase included a donation of $1.0 million
to fund the iXL Center for Electronic Commerce in the DuPree College of
Management at Georgia Tech and $978,000 of non-cash expense related to stock
compensation charges. iXL expects its general and administrative expenses to
increase as it continues to grow.

Research and development expenses. Research and development expenses
increased $151,000, or 17% to $1.1 million for the quarter ended March 31, 1999
from $907,000 for the quarter ended March 31, 1998. As a percentage of
revenues, research and development expenses decreased from 6% for the quarter
ended March 31, 1998 to 3% for the quarter ended March 31, 1999.

Depreciation. Depreciation expenses increased $1.3 million to $2.3
million for the quarter ended March 31, 1999 from $982,000 for the quarter
ended March 31, 1998. The increase related to the depreciation of assets of the
companies acquired by iXL since January 1, 1998 and the investments in physical
infrastructure at these companies after acquisition.

Amortization. Amortization expense remained relatively constant for the
quarters ended March 31, 1999 and March 31, 1998.

Comparison of Three Months Ended March 31, 1999 and December 31, 1998

iXL did not complete any acquisitions in the fourth quarter of 1998 or
the first quarter of 1999. As a result, iXL's pro forma operating results do
not differ from its historical operating results during these time periods.
Please refer to "--Quarterly Historical Results of Operations--Comparison of
Three Months Ending March 31, 1999 and December 31, 1998" for a comparative
analysis of these quarters.

Comparison of Three Months Ended December 31, 1998 and September 30, 1998

Revenues. Revenues increased $5.5 million, or 23% to $29.3 million for
the quarter ended December 31, 1998 from $23.8 million for the quarter ended
September 30, 1998. This increase was primarily

44
<PAGE>

attributable to an increased number of engagements for existing and new
customers, as well as an increased engagement size. In particular, revenues in
the fourth quarter were favorably impacted by several large engagements during
this period. Annualized revenue for our top 100 clients increased from 55% of
total pro forma revenue in the quarter ended September 30, 1998 to 62% for the
quarter ended December 31, 1998. iXL may not experience comparable increases in
the remainder of 1999.

Cost of revenues. Cost of revenues increased $2.0 million, or 12% to
$18.6 million for the quarter ended December 31, 1998 from $16.6 million for
the quarter ended September 30, 1998. As a percentage of revenues, costs of
revenues decreased from 70% for the quarter ended September 30, 1998 to 64% for
the quarter ended December 31, 1998. The percentage decrease to 64% was
primarily attributable to iXL's emphasis on obtaining contracts with higher
gross margins and the absence of any acquisitions in this period. The fourth
quarter of 1998 included in cost of revenues $133,000 of non-cash stock option
expense and the third quarter of 1998 included $532,000 of non-cash stock
option expense.

Sales and marketing expenses. Sales and marketing expenses increased $2.9
million, or 59% to $7.8 million for the quarter ended December 31, 1998 from
$4.9 million for the quarter ended September 30, 1998. As a percentage of
revenues, sales and marketing expenses increased from 21% for the quarter ended
September 30, 1998 to 27% for the quarter ended December 31, 1998. The increase
in dollar and percentage terms was primarily attributable to the development of
infrastructure and the creation and expansion of iXL's sales and product
management staffs. We increased our sales and marketing headcount by
approximately 3 professionals during the three months ended December 31, 1998.
Also included in this increase was $813,000 of non-cash expense related to
warrant issuances. Additionally, the fourth quarter of 1998 included in sales
and marketing expenses $115,000 of non-cash stock option expense and the third
quarter of 1998 included $133,000 of non-cash stock option expense. iXL expects
its sales and marketing expenses to increase as it continues to grow.

General and administrative expenses. General and administrative expenses
increased $4.0 million, or 39% to $14.3 million for the quarter ended December
31, 1998 from $10.3 million for the quarter ended September 30, 1998. As a
percentage of revenues, general and administrative expenses increased from 43%
for the quarter ended September 30, 1998 to 49% for the quarter ended December
31, 1998. The increase in dollar and percentage terms was primarily
attributable to the expansion of management infrastructure necessary to support
the growth in iXL's operations, including the development of CFN. We increased
our general and administrative headcount by over 18 professionals during the
quarter ended December 31, 1998. The fourth quarter of 1998 included in general
and administrative expenses $1.4 million of non-cash stock option expense and
the third quarter of 1998 included $835,000 of non-cash stock option expense.

Research and development expenses. Research and development expenses
decreased $309,000, or 25% to $935,000 for the quarter ended December 31, 1998
from $1.2 million for the quarter ended September 30, 1998. As a percentage of
revenues, research and development expenses decreased from 5% for the quarter
ended September 30, 1998 to 3% for the quarter ended December 31, 1998. The
decrease in dollar and percentage terms was primarily due to the completion of
the final phases of development of Solution Set products.

Depreciation. Depreciation expenses increased $881,000 to $2.3 million
for the quarter ended December 31, 1998 from $1.4 million for the quarter ended
September 30, 1998. The increase was primarily attributable to investments in
physical infrastructure at the acquired companies after acquisition.

Amortization. Amortization expenses increased $190,000 to $4.6 million
for the quarter ended December 31, 1998 from $4.4 million for the quarter ended
September 30, 1998. The increase was attributable to the goodwill and assembled
workforce recorded in connection with the twenty-four acquisitions which took
place during 1998. See "--Acquisition Program."

45
<PAGE>

Comparison of Three Months Ended September 30, 1998 and June 30, 1998

Revenues. Revenues increased $5.1 million, or 28% to $23.8 million for
the quarter ended September 30, 1998 from $18.7 million for the quarter ended
June 30, 1998. This increase was primarily attributable to an increased number
of engagements for existing and new customers, as well as an increased
engagement size. Annualized revenue for our top 100 clients remained relatively
constant for the quarter ended September 30, 1998 as compared to the quarter
ended June 30, 1998.

Cost of revenues. Cost of revenues increased $3.3 million, or 25% to
$16.6 million for the quarter ended September 30, 1998 from $13.3 million for
the quarter ended June 30, 1998. As a percentage of revenues, cost of revenues
decreased from 71% for the quarter ended June 30, 1998 to 70% from the quarter
ended September 30, 1998. The dollar increase was primarily attributable to the
related increase in revenue, and to a lesser extent, a non-cash charge for
stock compensation expense. The third quarter of 1998 included in cost of
revenues $532,000 of non-cash stock option expense and the second quarter of
1998 included $107,000 of non-cash stock option expense.

Sales and marketing expenses. Sales and marketing expenses increased $1.5
million, or 46% to $4.9 million for the quarter ended September 30, 1998 from
$3.4 million for the quarter ended June 30, 1998. As a percentage of revenues,
sales and marketing expenses increased from 18% for the quarter ended June 30,
1998 to 21% for the quarter ended September 30, 1998. The increase in dollar
and percentage terms was primarily attributable to the development of iXL's
sales and product management infrastructure and staff. The third quarter of
1998 included in sales and marketing expenses $133,000 of non-cash stock option
expense and the second quarter of 1998 included $97,000 of non-cash stock
option expense.

General and administrative expenses. General and administrative expenses
increased $1.5 million, or 17% to $10.3 million for the quarter ended September
30, 1998 from $8.8 million for the quarter ended June 30, 1998. As a percentage
of revenues, general and administrative expenses decreased from 47% for the
quarter ended June 30, 1998 to 43% for the quarter ended September 30, 1998.
The dollar increase was primarily attributable to the expansion of management
infrastructure to support the growth in iXL's operations, associated
integration costs and the development of CFN. The third quarter of 1998
included in general and administrative expenses $835,000 of non-cash stock
option expense and the second quarter of 1998 included $141,000 of non-cash
stock option expense.

Research and development expenses. Research and development expenses
decreased $83,000, or 6% to $1.2 million for the quarter ended September 30,
1998 from $1.3 million for the quarter ended June 30, 1998. As a percentage of
revenues, research and development expenses decreased from 7% for the quarter
ended June 30, 1998 to 5% for the quarter ended September 30, 1998.

Depreciation. Depreciation expenses increased $231,000 to $1.4 million
for the quarter ended September 30, 1998 from $1.2 million for the quarter
ended June 30, 1998. The increase was primarily attributable to the investments
in physical infrastructure at the acquired companies after acquisition.

Amortization. Amortization expense remained relatively constant for the
quarter ended September 30, 1998 as compared to the quarter ended June 30,
1998.

Comparison of Three Months Ended June 30, 1998 and March 31, 1998

Revenues. Revenues increased $3.3 million, or 21% to $18.7 million for
the quarter ended June 30, 1998 from $15.4 million for the quarter ended March
31, 1998. This increase was primarily attributable to an increased number of
engagements for existing and new customers, as well as an increased engagement
size. Annualized revenue for our top 100 clients increased to 57% of annualized
revenue for the quarter ended June 30, 1998 from 44% of annualized revenue for
the quarter ended March 31, 1998.

46
<PAGE>

Cost of revenues. Cost of revenues increased $3.2 million, or 31% to
$13.3 million for the quarter ended June 30, 1998 from $10.1 million for the
quarter ended March 31, 1998. As a percentage of revenues, cost of revenues
increased from 66% for the quarter ended March 31, 1998 to 71% from the quarter
ended June 30, 1998. The increase in dollar and percentage terms was primarily
attributable to the related increase in revenue and integration of the
companies acquired by iXL since January 1, 1998. The first and second quarters
included $476,000 and $726,000 for the increased operating expenses of CFN,
respectively. Additionally, the second quarter included $107,000 of non-cash
stock option expense.

Sales and marketing expenses. Sales and marketing expenses increased
$840,000, or 33% to $3.4 million for the quarter ended June 30, 1998 from $2.5
million for the quarter ended March 31, 1998. As a percentage of revenues,
sales and marketing expenses increased from 16% for the quarter ended March 31,
1998 to 18% for the quarter ended June 30, 1998. The increase in dollar and
percentage terms was primarily attributable to the development of iXL's sales
and product management infrastructure and staff. The second quarter of 1998
included $97,000 of non-cash stock option expense.

General and administrative expenses. General and administrative expenses
increased $2.7 million, or 44% to $8.8 million for the quarter ended June 30,
1998 from $6.1 million for the quarter ended March 31, 1998. As a percentage of
revenues, general and administrative expenses increased from 40% for the
quarter ended March 31, 1998 to 47% for the quarter ended June 30, 1998. The
increase in dollar and percentage terms was primarily attributable to the
expansion of management infrastructure to support the growth in iXL's
operations, associated integration costs and the development of CFN. The second
quarter of 1998 included $1.9 million and the first quarter of 1998 included
$1.9 million for the development CFN infrastructure. The second quarter
included $141,000 of non-cash stock option expense.

Research and development expenses. Research and development expenses
increased $420,000, or 46% to $1.3 million for the quarter ended June 30, 1998
from $907,000 for the quarter ended March 31, 1998. As a percentage of
revenues, research and development expenses increased from 6% for the quarter
ended March 31, 1998 to 7% for the quarter ended June 30, 1998.

Depreciation. Depreciation expenses increased $208,000 to $1.2 million
for the quarter ended June 30, 1998 from $982,000 for the quarter ended March
31, 1998. The increase was primarily attributable to the investments in
physical infrastructure at the acquired companies after acquisition.

Amortization. Amortization expense remained relatively constant for the
quarter ended June 30, 1998 as compared to the quarter ended March 31, 1998.

Annual Historical Results of Operations

Years Ended December 31, 1998 and December 31, 1997

The following discussion relates to iXL's actual operating results for
the periods noted. These operating results include the operations of the
companies acquired by iXL during the periods referenced from the date of
acquisition only. As a result, we believe the operating results for the year
ended December 31, 1998 are not comparable to the operating results for the
year ended December 31, 1997. See "Pro Forma Consolidated Financial
Information."

Revenues. Revenues increased $45.8 million, or 241% to $64.8 million for
the year ended December 31, 1998 from $19.0 million for the year ended December
31, 1997. This increase was attributable to iXL's acquisition program, an
increase in the size and number of client engagements, and, to a lesser extent,
the development and growth of industry practice groups. CFN had no revenue in
1997 and accounted for $251,000 of iXL's 1998 revenues.

47
<PAGE>

Cost of revenues. Cost of revenues increased $32.9 million, or 290% to
$44.2 million for the year ended December 31, 1998 from $11.3 million for the
year ended December 31, 1997. As a percentage of revenues, cost of revenues
increased from 60% for the year ended December 31, 1997 to 68% for the year
ended December 31, 1998. The increase in dollar and percentage terms was
primarily attributable to the integration of the companies acquired by iXL
since January 1, 1998 and, to a lesser extent, employee training and the
development of CFN. CFN had no revenues or cost of revenues during 1997.

Sales and marketing expenses. Sales and marketing expenses increased
$13.4 million, or 344% to $17.3 million for the year ended December 31, 1998
from $3.9 million for the year ended December 31, 1997. As a percentage of
revenues, sales and marketing expenses increased from 21% for the year ended
December 31, 1997 to 27% for the year ended December 31, 1998. This increase in
dollar and percentage terms was primarily attributable to the continued
development and expansion of iXL's sales and marketing infrastructure and
staff. Through acquisition and internal growth, iXL's sales staff increased
from 40 employees at the end of 1997 to 105 employees at the end of 1998. In
addition, we hired the Executive Vice President for Worldwide Marketing of iXL,
Inc. During 1998 we expanded the corporate sales and marketing departments and
related support staff to provide corporate oversight and additional support for
the iXL offices. We also hired specialized salespeople in iXL's key industry
groups. Also included in this increase was $813,000 of non-cash expense related
to warrant issuances.

General and administrative expenses. General and administrative expenses
increased $21.1 million, or 231% to $30.2 million for the year ended December
31, 1998 from $9.1 million for the year ended December 31, 1997. As a
percentage of revenues, general and administrative expenses decreased from 48%
for the year ended December 31, 1997 to 47% for year ended December 31, 1998.
The dollar increase was primarily attributable to the companies acquired by iXL
since January 1, 1998, associated integration costs and the expansion of
management infrastructure to support the growth in iXL's operations. Also
included in this increase was $1.4 million of non-cash stock option expense.

Research and development expenses. Research and development expenses
decreased $412,000, or 9% to $4.4 million for the year ended December 31, 1998
from $4.8 million for the year ended December 31, 1997. As a percentage of
revenues, research and development expenses decreased from 25% for the year
ended December 31, 1997 to 7% for the year ended December 31, 1998. Research
and development costs in 1998 were primarily related to the continued
development of an automated quote system at CFN. The purchase price of BoxTop
Interactive, Inc. included a $2.4 million charge to in-process research and
development expenses in 1997 relating to an Internet-based videoconferencing
product under development which had not reached technological feasibility.
Certain related core technology was valued as existing technology and not
included in the value of the acquired in-process technology. The value of the
purchased in-process technology was determined by estimating the present value
of the projected net cash flows to be generated by the development efforts
completed as of the acquisition. Revenue, expenses, and other cash flow items
associated with commercialization of the product were estimated for a discrete
projection period. Strong revenue growth was projected for this product through
1999; thereafter, revenue was expected to increase moderately each year through
2001. The cash flows were then discounted to present value at 35%, a rate of
return that considers the relative risk of achieving the projected cash flows
and the time value of money. Finally, a stage of completion factor was applied
to the sum of the present values of the cash flows in the discrete projection
period. Application of the stage of completion factor correctly excludes from
the value of in-process technology that value associated with remaining
development tasks (which are not in-process). The stage of completion factor
was calculated giving consideration to the costs incurred to date on the in-
process technology relative to the total anticipated costs for the project.
Additionally, consideration of the level of difficulty of completed development
tasks relative to those remaining was also made. In the fourth quarter of 1998,
due to the introduction of competing products utilizing alternative
technologies into the market, management decided to cease further investment in
the development of this product.

48
<PAGE>

Depreciation. Depreciation expenses increased $3.8 million to $5.2
million for the year ended December 31, 1998 from $1.4 million for the year
ended December 31, 1997. The increase related to the depreciation of assets of
the companies acquired by iXL since January 1, 1997 and investments in physical
infrastructure at these companies after acquisition.

Amortization. Amortization expenses increased $5.4 million to $10.6
million for the year ended December 31, 1998 from $5.2 million for the year
ended December 31, 1997. The increase was a result of the goodwill and
assembled workforce recorded in connection with the 24 acquisitions which took
place during 1998 and the four acquisitions which took place during 1997.

Interest expense. Interest expense increased $500,000 to approximately
$800,000 in 1998 primarily due to borrowings under the iXL's credit facility.

Years Ended December 31, 1997 and Eight Months Ended December 31, 1996

The operating results for the eight months ended December 31, 1996 date
from iXL's inception in March 1996. Due to this shorter operating period, iXL's
early stage of development during this period, and the numerous acquisitions
effected during 1996 and 1997, iXL believes the operating results for the year
ended December 31, 1997 are not comparable to the operating results in the
eight months ended December 31, 1996.

Revenues. Revenues increased $13.6 million, or 253% to $19.0 million for
the year ended December 31, 1997 from $5.4 million for the eight months ended
December 31, 1996. The acquisitions of BoxTop Interactive, Inc., Swan
Interactive Media, Inc. and The Whitley Group, Inc. during 1997 accounted for
$5.1 million of the increase in revenues. A full year of operations and growth
in iXL's Atlanta and Memphis offices accounted for the remaining increase.

Cost of revenues. Cost of revenues increased $7.7 million, or 217% to
$11.3 million for the year ended December 31, 1997 from $3.6 million for the
eight months ended December 31, 1996. As a percentage of revenues, cost of
revenues decreased from 66% for the eight months ended December 31, 1996 to 60%
for the year ended December 31, 1997. The acquisitions of BoxTop Interactive,
Inc., Swan Interactive Media, Inc. and The Whitley Group, Inc. during 1997
accounted for $2.9 million of the increase in cost of revenues. A full year of
operations and growth in iXL's Atlanta and Memphis offices accounted for the
remaining dollar increase.

Sales and marketing expenses. Sales and marketing expenses increased $3.1
million, or 381% to $3.9 million for the year ended December 31, 1997 from
$812,000 for the eight months ended December 31, 1996. As a percentage of
revenues, sales and marketing expenses increased from 15% for the eight months
ended December 31, 1996 to 21% for the year ended December 31, 1997. The
acquisitions of BoxTop Interactive, Inc., Swan Interactive Media, Inc. and The
Whitley Group, Inc. during 1997 and CFN in late 1996 accounted for $2.3 million
of the increase in sales and marketing expenses. A full year of operations and
growth in iXL's Atlanta and Memphis offices accounted for the remaining
increase in dollar and percentage terms.

General and administrative expenses. General and administrative expenses
increased $7.9 million, or 631% to $9.1 million for the year ended December 31,
1997 from $1.2 million for the eight months ended December 31, 1996. As a
percentage of revenues, general and administrative expenses increased from 23%
for the eight months ended December 31, 1996 to 48% for the year ended December
31, 1997. The acquisitions of BoxTop Interactive, Swan Media, The Whitley Group
and CFN during 1997 accounted for $5.5 million of the increase in general and
administrative expenses. A full year of operations and growth in iXL's Atlanta
and Memphis offices accounted for the remaining increase in dollar and
percentage terms.

Research and development expenses. Research and development expenses were
$4.8 million for the year ended December 31, 1997 and zero for the eight months
ended December 31, 1996. This included $2.4

49
<PAGE>

million from the acquisition of BoxTop Interactive, Inc. which was allocated to
in-process technology. The remaining expense is primarily related to the
development of CFN's infrastructure.

Depreciation. Depreciation expenses increased $1.0 million to $1.4
million for the year ended December 31, 1997 from $372,000 for the eight months
ended December 31, 1996. The increase was related to the depreciation of assets
of the companies acquired by iXL since January 1, 1997 and investments in
physical infrastructure at the companies acquired by iXL since January 1, 1997
after acquisition. iXL made significant investments in the acquired companies
after their acquisition to expand and improve office space and combine multiple
acquisitions within metropolitan areas. We also invested in computer and
telecommunications equipment at the newly acquired offices to provide
interoffice connectivity.

Amortization. Amortization expenses increased $4.3 million to $5.2
million for the year ended December 31, 1997 from $928,000 for the eight months
ended December 31, 1996. The increase primarily was attributable to the
amortization of goodwill and intangible assets and assembled workforce recorded
in connection with the four 1997 acquisitions. The increase is also
attributable to a charge related to the discontinued use of a brand name and
the result of a full year of operations in 1997. In connection with the
acquisition of BoxTop Interactive, Inc., in May 1997, $2.1 million of the
purchase price was allocated to a brand name. In December 1998, iXL
discontinued use of this brand name and wrote off the remaining unamortized
balance of $1.7 million.

Interest expense. Interest expense from capital leases, building mortgage
and loans from stockholders resulted in the increase in interest expense of
$208,000 in 1997 compared to 1996.

Income tax. The recognition of the income tax benefit of $2.8 million for
1997 is due to the net operating losses incurred by iXL which were utilized to
offset certain long-term deferred tax liabilities acquired in the acquisitions.

As of December 31, 1997 and 1998, iXL had net operating loss
carryforwards for federal income tax purposes of approximately $11.2 million
and $46.6 million, respectively. iXL acquired loss carryforwards of
approximately $1.6 million in 1997 and $3.5 million in 1998. The carryforwards
expire in varying amounts through 2018. The use of acquired net operating loss
carryforwards is restricted in accordance with Internal Revenue Service
regulations. A valuation allowance has been recorded against iXL's net deferred
tax asset as management believes it is more likely than not that they will not
be realized. See Note 10 to iXL's Consolidated Financial Statements.

Liquidity and Capital Resources

Prior to its initial public offering, iXL financed its operations
primarily through private sales of capital stock, which totaled approximately
$132.2 million in aggregate net proceeds through April 30, 1999, including
approximately $22.7 million from the sale of 22,825 shares of Class A
Convertible Preferred Stock in January 1999. CFN received net proceeds of
approximately $49.3 million from the sale of 16,190,475 shares of CFN's Series
B Convertible Preferred Stock in June 1999. On July 29, 1998, iXL entered into
a credit facility with Chase Manhattan Bank providing for borrowings of up to
$20 million. At December 31, 1998, approximately $20 million of borrowings were
outstanding under this credit facility. In January 1999, iXL repaid all of the
approximately $9.4 million then outstanding under the revolving facility of the
credit facility. Additionally, iXL repaid all of the approximately $10 million
outstanding under the term facility of the credit facility with a portion of
the net proceeds of its initial public offering. The $10 million term facility
commitment terminated upon this payment, and only the revolving commitment of
$10 million remains available under the credit facility. iXL's obligations
under the credit facility are secured by substantially all of the assets of iXL
and its domestic subsidiaries other than CFN and CFN's subsidiaries. These
obligations are also secured by all of the stock of iXL's domestic
subsidiaries, other than CFN's subsidiaries, and 65% of the stock of iXL's
foreign subsidiaries. Borrowings under the credit facility accrue interest at a
rate of 2% plus the greater of Chase Manhattan Bank's prime rate or .5% plus
the weighted average of the rates on overnight Federal funds transactions. As
of April 30, 1999, the interest rate on the outstanding balance was 9.75%.

50
<PAGE>

At March 31, 1999, iXL had approximately $13.9 million in cash and cash
equivalents. For the period from inception to March 31, 1999, iXL used
approximately $62.9 million, $27.9 million and $34.1 million to fund operating
activities, acquisition activities, and capital expenditures, respectively.
These expenditures were financed primarily with proceeds of sales of iXL's
capital stock.

In addition, at March 31, 1999, iXL had outstanding commitments for
capital expenditures totaling approximately $3.2 million, primarily related to
the expansion and improvement of its Atlanta, New York and Boston offices. The
remainder of iXL's significant commitments consist of obligations outstanding
under operating leases.

At December 31, 1998, the approximate future minimum lease payments for
noncancelable operating leases are:

<TABLE>
<CAPTION>
Year Amount
---- ------
(in thousands)
<S> <C>
1999....................................................... $ 6,586
2000....................................................... 5,862
2001....................................................... 5,485
2002....................................................... 5,264
2003....................................................... 4,112
Thereafter................................................. 15,832
-------
$43,141
=======
</TABLE>

iXL believes its available cash resources and credit facilities will be
sufficient to meet its anticipated working capital and capital expenditure
requirements for at least the next 12 months. However, iXL may need to raise
significant additional funds sooner in order to support its growth, develop new
or enhanced services and products, respond to competitive pressures, acquire
complementary businesses or technologies or take advantage of unanticipated
opportunities. See "Risk Factors--Risks Related to iXL's Business--Failure to
raise necessary capital could restrict our growth, limit our development of new
products and services and hinder our ability to compete."

Year 2000 Risk

Because iXL and its clients are dependent, to a very substantial degree,
upon the proper functioning of its and their computer systems, a failure of its
or their systems to correctly recognize dates beyond December 31, 1999 could
materially disrupt operations, which could materially and adversely affect
iXL's business, results of operations and financial condition. Additionally,
iXL's failure to provide Year 2000 compliant products and services to our
clients could result in financial loss, reputation harm and legal liability.

In 1998, iXL formed a Year 2000 Assessment and Contingency Planning
Committee to review both its information technology systems, hardware and
software, and its non-information technology systems, and where necessary to
plan for and supervise the remediation of those systems. The Y2K Committee is
headed by the Chief Information Officer of iXL, Inc. Other members of the Y2K
Committee include two full-time outside consultants and one full-time and four
part-time company employees. The Y2K Committee, utilizing iXL's iD5 engagement
methodology, has divided iXL's Year 2000 efforts into five phases: discovery
(complete), definition (complete), design (complete), development (95%
complete) and deployment (complete). Each of

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these phases is scheduled to be complete by the end of June 1999. iXL believes
it has identified its mission critical systems. iXL has obtained confirmations
from the providers of these systems that they are Year 2000 compliant. iXL
expects to conduct internal tests of such systems as part of its Year 2000
efforts.

iXL is researching Year 2000 compliance of all existing iXL systems
supplied by third party providers. Where Year 2000 compliance documentation is
not publicly available, iXL is issuing written requests to these providers to
certify Year 2000 compliance. iXL has already obtained written certification
regarding the critical hardware and software systems used to assemble client
solutions or to support iXL's internal electronic infrastructure. iXL has not
yet obtained written certification regarding facilities items such as elevators
and other non-standard applications and systems that are not prevalent
throughout all iXL offices.

iXL is testing all of its other systems internally. Although iXL has not
yet completed this testing, iXL has not yet identified any older systems of the
varieties more likely susceptible to Year 2000 problems. Consequently, iXL
believes its greatest potential exposure will be presented by the failure of
external systems such as utilities and telecommunications. Further, if iXL's
clients experience Year 2000 problems, iXL may be precluded from continuing to
provide services for these clients until the problems are resolved. Internally,
iXL believes its greatest potential exposure would be presented by its
accounting systems, although these functions can be handled manually without
interrupting iXL's business.

iXL does not intend to examine third party readiness, although CFN is
examining the readiness of third parties that provide date sensitive
information critical to CFN's business. iXL is also not researching its
clients' readiness, except to the extent clients request iXL to examine
solutions delivered by iXL.

iXL is developing contingency plans for critical individual information
technology systems and non-information technology systems for implementation,
if required, due to Year 2000 risks not fully resolved by iXL's Year 2000
program. Management currently believes that the Year 2000 risk will not pose
significant operational problems for iXL's computer systems. However, there is
no guarantee that iXL's Year 2000 program, including consulting with third
parties, will avoid any material adverse effect on iXL's operations, customer
relations or financial condition. iXL estimates the total cost of its Year 2000
program to be approximately $165,000, $146,000 of which has been incurred as of
April 30, 1999. However, there is no guarantee that the actual costs incurred
will not be materially higher than this estimate. See "Risk Factors--Risks
Related to iXL's Business--Year 2000 risks may adversely affect our business."

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133). This statement establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. iXL will be required to adopt FAS 133 for the quarter ended March
31, 2000. iXL has not entered into any derivative financial instruments.

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BUSINESS

Overview

iXL was founded in March 1996 and in May 1996 made its first acquisitions
through the consolidation of four complimentary multimedia and interactive
services companies. Later in 1996, to implement iXL's move into the Internet
services industry, iXL acquired its first Internet-related business. iXL
acquired four additional complimentary services companies in 1997 and 24 more
in 1998. These acquisitions, as well as substantial hiring of new employees,
resulted in iXL's current composition. iXL is a Delaware corporation.

In late 1996, iXL also acquired CFN, which at that time resembled a
traditional insurance agency that allowed corporate executives to comparison
shop for insurance and mortgages. Under iXL's direction, CFN quickly adopted
Internet strategies which have resulted in CFN's current composition as an e-
commerce platform for marketing financial services via corporate intranets and
the Internet.

Industry Background

Growth of the Internet

The Internet has grown rapidly in recent years, spurred by developments
such as easy-to-use Web browsers, a large and growing installed base of
advanced personal computers, the adoption of faster and more cost-efficient
networks, the emergence of compelling Web-based content and commerce
applications, and the growing sophistication of the user base. According to
International Data Corporation, a leading research firm, the number of Internet
users was 98 million worldwide at the end of 1998, and will continue to grow to
320 million by the end of 2002. The broad acceptance of the Internet has also
led to the emergence of intranets and extranets as new global communications
and commerce environments, representing a significant opportunity for
enterprises to interact in new and different ways with customers, employees,
suppliers and partners. Intranets are secure websites accessible only within a
given company, and extranets are intranets also available to select outsiders.

Growth of E-Commerce

The initial commercial use of the Internet was as an informational and
advertising medium, commonly referred to as "brochureware." From this origin
the Internet is evolving into a platform for conducting transactions and
establishing virtual storefronts and trading networks. Companies have also
begun to expand their use of efficient and low-cost Internet-based technologies
to enhance traditional operations such as customer service, supply chain
management, employee training and communication. In addition, companies such as
eBay, Amazon.com and E*Trade have extended beyond conventional models for the
sale and delivery of goods and services by operating an Internet-only business
and maintaining a limited physical presence. International Data Corporation
expects dramatic growth in total e-commerce transaction volume, projecting an
increase from $32 billion in 1998 to $426 billion in 2002.

Market for Strategic Internet Services

The Internet represents a revolutionary and powerful new opportunity for
business. Many companies that do not currently utilize the Internet are being
forced to reevaluate their business models and to adopt or supplement existing
Internet-based business solutions. The development and implementation of
Internet-based

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solutions require the successful integration of strategy consulting, creative
design and systems engineering skills. Historically, expertise in these areas
either has not existed within an organization or has been located in disparate
functional areas. Accordingly, many businesses have chosen to outsource a
significant portion of the development, design and maintenance of their
intranets, extranets, websites and e-commerce applications to independent
service providers who can capitalize on their accumulated strategic, creative
and technical expertise. Such outsourcing needs have generated worldwide demand
for Internet professional services, which International Data Corporation
estimates will grow from $7 billion in 1998 to $44 billion in 2002. See "Risk
Factors--Risks Related to the Strategic Internet Services Industry--The
developing market for strategic Internet services and the level of acceptance
of the Internet as a business medium will affect our business."

Companies increasingly are discovering that many traditional service
providers lack the requisite expertise to implement comprehensive Internet-
based solutions. Many information technology services providers lack the
creative and marketing skills required to build audiences and deliver unique
and compelling content and also lack Internet expertise and implementation
capabilities. Advertising and marketing communications firms typically lack the
extensive technical skills and systems integration expertise required to
produce the increasingly complex solutions demanded by clients. Many strategy
consulting firms lack Internet expertise, marketing perspective and
implementation capabilities to deliver comprehensive solutions.

A number of Internet services firms have emerged to address these needs.
However, many of these smaller providers tend to develop expertise in a limited
number of industry segments because of the relatively small number of Internet
solution engagements they have completed. Furthermore, the ability of many of
these firms to service clients is constrained by their smaller size, limited
geographic scope and lack of capital resources. In addition, many of these
firms lack the depth, management and infrastructure necessary to develop the
capability required to meet the increasingly larger and more complex needs of
an expanding, sophisticated client base. See "Risk Factors--Risks Related to
the Strategic Internet Services Industry--We operate in a highly competitive
market with low barriers to entry which could limit our market share and harm
our financial performance" and "--The developing market for strategic Internet
services and the level of acceptance of the Internet as a business medium will
affect our business."

We believe that as businesses' familiarity and sophistication with
Internet technologies grow, so will the need for Internet services providers
who can help formulate a focused, strategic and integrated approach to the
implementation of Internet-based business solutions that enhance their clients'
businesses. We believe that the rapidly increasing demand for Internet
solutions, combined with the inability of many current providers to integrate
the strategic, creative and technical skills required by clients, has created
significant market opportunities for strategic Internet services providers such
as iXL.

iXL Solution

iXL uses its expertise in strategy consulting, creative design and
systems engineering to provide services that help clients identify and
capitalize on Internet-driven opportunities to improve and expand their
businesses. Key elements of the iXL solution are:

. Comprehensive Strategic Internet Services. We provide a
comprehensive set of strategic Internet services to clients
looking to enhance their existing business model by integrating
their business processes with an Internet strategy. We believe our
advantage lies in our ability to assist clients in the development
of an appropriate Internet strategy and then to deploy the
appropriate Internet services necessary to implement that
strategy. Typical iXL engagements include the strategic
application of e-commerce solutions to enhance existing business
processes, the identification of new business processes and
opportunities created by the Internet, the use of creative design
and marketing to acquire, cross-sell and retain consumers online,
and the integration of Web-based applications with our client's
existing systems. We

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believe that the breadth and focus of our service offerings allow
us to meet our clients' Internet needs from strategy to deployment
in an efficient and cohesive manner.

. Sophisticated Technology Solutions. We use our extensive
engineering capabilities to deliver complex Internet-based
business solutions. Our engineers provide application development
and systems integration services by employing proven Internet
technologies such as Java, XML, Perl, CGI, C and C++. Typical
solutions include developing Internet-enabled business
applications, integrating web-based applications with our client's
existing systems and databases, and building sophisticated e-
commerce platforms. During 1998, to support our growing technology
development capability, we substantially increased our engineering
staff from approximately 50 to over 300 individuals through
acquisitions and new hires. We have also established strategic
affiliations with leading technology vendors such as Microsoft,
Intel, Sun, and Oracle. These affiliations typically allow us
early access to training, product support and technology developed
by these companies.

. Geographic Coverage and Benefits of Scale. We believe our
geographic coverage allows us to better serve our clients on a
local basis, helping to forge strong, long-term client
relationships and service the widespread offices of its clients
and their customers and vendors. As of April 30, 1999, iXL had
offices in Atlanta, Georgia; New York, New York; Los Angeles, San
Francisco, San Diego, and Santa Clara, California; Washington,
D.C.; Chicago, Illinois; Boston, Massachusetts; Denver, Colorado;
Charlotte, North Carolina; Richmond, Virginia; Memphis, Tennessee;
Norwalk, Connecticut; London, England; Berlin and Hamburg,
Germany; and Madrid, Spain. Our internal information technology
infrastructure links our various offices and leverages the
expertise of our professionals throughout the organization. Our
scale enables us to handle larger, more complex engagements,
expand our base of knowledge and best practices and employ more
experts, spreading their cost and expertise over a larger
enterprise.

. Use of Engagement Methodology (iD5) to Deliver Solutions. We
utilize an engagement methodology known as iD5 which has five
stages: Discover, Define, Design, Develop, Deploy. iD5 governs and
directs all phases of project management from initial engagement
definition to final solutions delivery. These procedures are
updated periodically to reflect new best practices identified
throughout iXL. The goal of iD5 is to provide consistent
procedures for all engagement phases which encourage usage of best
practices, while providing clients with greater clarity of
expectations, regular progress reports, and a higher degree of
project organization. Accordingly, we believe iD5 helps us achieve
on-time and on-budget solutions, capture our best practices and
integrate acquired businesses.

. Multidisciplined Team Approach. We staff engagements with a
multidisciplined team of professionals including project managers,
strategic consultants, creative designers, information
architects--professionals whose expertise includes both artistic
design and technology-- industry experts and software engineers.
By assembling these multidisciplined teams of professionals, we
believe that we provide comprehensive Internet-based solutions to
clients.

. Experienced Senior Executives. Our senior management team is
highly experienced in a variety of disciplines relevant to our
ability to grow and to service the needs of our clients. Our
senior executives have managed both emerging and mature businesses
in a variety of industries, including media and entertainment,
technology, travel and financial services. Our management also
includes an experienced acquisition team that has successfully
acquired and integrated a large number of businesses in various
industries.

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iXL Strategy

iXL's goal is to become the leading provider of strategic Internet
services to Fortune 1000 companies and other corporate users of information
technology. To achieve this objective, we are pursuing the following
strategies:

. Leverage and Expand Industry Expertise. We have assembled industry
practice groups including experienced professionals with expertise
in the business practices and
processes of specific industries. We believe our industry
expertise enables us to provide effective Internet strategy
consulting and services tailored to the special needs of our
clients in these industries. In addition, industry expertise
reduces the learning curve on new engagements, improving
efficiency of implementation and reducing project delivery times.
Our strategy is to expand our existing industry practice groups by
recruiting senior professionals from major consulting firms and
companies in the relevant industries. We also acquire companies
with specific industry expertise. We have established practice
groups, which are in varying stages of development and staffing,
in the Banking & Financial Services, Media & Entertainment,
Travel, Telecommunications and Healthcare industries. We believe
that these industries have been leaders in the utilization of
Internet-enabled technologies. See "--iXL Industry Practice
Groups."

. Continue to Develop Technology Capabilities. We have significant
capabilities in systems engineering and applications development
which we use to deliver complex Internet-based business solutions.
We intend to hire additional software engineers and develop new
technology skill-sets to deliver the best possible solutions and
meet the evolving needs of clients. Our research and development
team is dedicated to identifying, testing and defining new
Internet-based technologies. We have developed software
applications that can be re-used for more than one client or for
more than one engagement. This library of reusable applications
continues to grow as projects are completed. We intend to use
these software applications to deliver solutions rapidly and cost-
effectively. We believe this will be a significant advantage when
providing services under fixed-price contracts.

. Expand Geographic Coverage. Since our inception, we have expanded
our geographic presence aggressively through a combination of
acquisitions and internal growth. iXL has 18 offices located
throughout the United States and in England, Germany and Spain. We
believe our broad geographic coverage allows us to serve our
clients on a local basis, helping to forge strong, long-term
client relationships, and to serve the widespread offices of our
clients and their customers and vendors. Our strategy is to
continue our geographic expansion through additional acquisitions
and external hiring.

. Capture and Disseminate Knowledge and Best Practices. Our
employees have developed a broad base of knowledge and best
practices through numerous strategic Internet services engagements
and from prior experience. Our strategy is to capture this broad
range of knowledge and best practices for dissemination throughout
iXL, and to continue to expand these capabilities through
acquisitions and external hiring. During the course of its client
engagements, we also identify distinct solutions which can be
developed into and distributed as new iXL Solution Sets. We
accomplish this dissemination in part through frequent iXL
Summits, where employees within a given discipline meet in person
to receive education and share best practices. Our Technical
Operations Center also plays a critical role in the dissemination
process, linking all of our local offices via a comprehensive
Internet protocol-based network combined with a centralized
knowledge management system.

. Expand Client Relationships. We have established business
relationships with a diverse base of clients. Our strategy is to
leverage our industry expertise, technology skills, and scale by
expanding the scope of existing client relationships into broader
engagements, including

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Internet strategy consulting, creative design, systems engineering
and application development services.

. Attract, Train and Retain Experienced Professionals. Our growth
and our ability to provide strategic Internet services are based
in large part on our ability to attract, train and retain
experienced professionals. Our strategy is to expand our existing
expertise by recruiting senior professionals from major consulting
firms, creative design firms and information technology services
firms as well as from other strategic Internet services companies.
We maintain an informal, team-driven and results-oriented culture
that is attractive to energetic, talented professionals and
provides incentives for our employees through a competitive
compensation plan, equity ownership and our stock option plans. We
provide training on a continuing basis for our employees through
our iXL University programs, which are designed to address the
rapidly changing technological environment in which our employees
are engaged.

. Pursue Strategic Acquisitions. We intend to continue to pursue
strategic acquisitions that provide additional skilled management,
technical and creative personnel, client relationships,
technological skills, industry expertise and geographic coverage.

iXL Engagement Methodology (iD5)

We have developed an engagement methodology known as "iD5" which governs
and directs all phases of project management from initial engagement
definition to final solutions delivery. iD5 consists of five distinct, clearly
delineated stages which provide our clients with clear expectations of both
the engagement process and the solutions to be provided. The five stages are:

. Discover. Collect information relevant to the engagement
objective.

. Define. Formulate an Internet business strategy.

. Design. Refine and document specifications of the Internet
business strategy.

. Develop. Build elements required to implement the Internet
business strategy.

. Deploy. Deliver final solution(s).

iD5 enables us to effectively serve our clients by:

. clarifying client expectations;

. promoting consistent and efficient service;

. combining strategic, creative and technical capabilities;

. minimizing the time it takes to deliver our services; and

. establishing best practices to be followed throughout iXL.

iD5 is periodically revised and improved to assimilate and deploy new
tools and new best practices developed in the course of iXL's many engagements
throughout all of our offices. Through this process, all iXL offices benefit
from the knowledge gained in the course of engagements by any iXL office.

iXL Services

We believe we offer clients a single source for the comprehensive range
of services required to identify, design, develop and deploy Internet-based
business solutions which complement or expand conventional business processes.
Our services include Internet strategy consulting, Internet-based business
solutions, and our iXL Solution Sets.

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Internet Strategy Consulting

We offer consulting services to our clients with the objective of
developing Internet solutions that augment a client's overall business
strategy. We offer Internet strategy consulting that combines our knowledge of
industry dynamics and business processes with an understanding of the client's
specific needs. We have established practice groups, which are in varying
stages of development and staffing, in the Banking & Financial Services, Media
& Entertainment, Travel, Telecommunications and Healthcare industries. We also
employ strategy consultants with general business and Internet expertise. We
presently employ approximately 70 professionals who provide strategy
consulting services.

While Internet strategy consulting directly generates only a small
percentage of our revenues, we believe that Internet strategy consulting will
be an important service offering which will differentiate iXL from many of our
competitors. By offering strategy consulting services, we believe we can
leverage the consulting and strategy planning expertise of our various
industry experts into engagements which will utilize the services provided by
other iXL practice groups.

Internet-Based Business Solutions

Our revenues are principally derived from the design and delivery of
Internet-based business solutions. These solutions typically are Web-based
applications, many of which integrate with a client's existing computer
systems. These solutions can incorporate multiple capabilities including
Internet strategy consulting, creative design, information architecture,
software engineering, project management, and audio, video and animation
production.

Among our Internet-based business solutions, we offer e-commerce systems
and services, business information management systems, interactive learning
environments, digital media services, and website development and hosting
services.

. E-Commerce Systems and Services. We design, develop and deploy
sophisticated e-commerce applications for bringing buyers and
sellers together via the Internet. In 1998, we created over 60
different e-commerce applications on behalf of our clients,
ranging from online retail sites to electronic procurement
systems. Our strength in e-commerce lies in our ability to
integrate third-party software with a client's existing computing
and network infrastructure to create a robust e-commerce
environment for the client's customers and prospects. Our
technology group utilizes a set of core e-commerce enabling
technologies from companies, including:

. Microsoft and Netscape, for e-commerce server applications;

. Oracle, Sybase and Informix, for database platform
development; and

. Sun and Hewlett-Packard, for networking products and
services.

We have created our own e-commerce applications for specific
client needs. We also work with many third-party software
companies, such as CyberCash, Accipiter and NetGravity which have
developed more general applications for conducting different
aspects of e-commerce ranging from security to online transaction
payments processing.

. Business Information Management Systems. We design and develop
sophisticated computer based business information management
systems. These include database-driven websites that help clients
manage their customer, supplier, and vendor relationships more
effectively and provide secure database access. Some of these
websites also have the capacity to recognize and profile the types
of information a user is typically interested in, and to provide
that information automatically to the user during future visits to
the site. As part of our Business Information Management Systems
capability, we develop intranets and extranets which

<PAGE>

enable our clients to communicate with employees, customers,
suppliers and vendors, as well as track and store critical
business data and other information.

. Interactive Learning Environments. We have developed expertise in
providing education and training using interactive multimedia and
Web technology. We employ instructional designers who create and
adapt training materials for use in multimedia and online
environments. Interactive learning environments have been
attractive to service industry organizations which are
geographically dispersed, rely on employees with a common base of
skill sets and experience high turnover. We have developed several
customized solutions to meet the needs of our clients and are
developing an additional iXL Solution Set to facilitate the
creation and publication of interactive training courses. iXL's
learning environments utilize RealNetworks G-2 streaming,
Microsoft Media Technologies, Macromedia Dreamweaver, Flash,
TopClass and Podium Web-based training systems. See "--iXL
Solution Sets" and "--Employees."

. Digital Media Services. We have developed solutions that combine
video, audio, animation, graphics and content into digital media
presentations. These media are also frequently utilized to create
Internet-based presentations. We possess expertise in numerous
post-production editing technologies. These technologies are used
for the assembly of video and audio content used in many of our
clients' Internet applications. We also provide video production
services including the design, scripting, production, testing and
distribution of audio and video clips and full broadcast-quality
presentations. In addition, we own the worldwide perpetual rights
to a comprehensive stock video library of over 500,000 clips.
Examples of our work in this area include the development of new
capabilities for delivering audio and video content via the
Internet for Real Networks, developing specialized data management
software for Object Design and the delivery of high resolution
imagery via the Internet for Live Pictures. We also have an
Enhanced Television (E-TV) group that is developing technology,
applications, content and expertise for use in the emerging
industry of digitally delivered Internet Protocol-based
information and entertainment. Currently, we are working with
media, technology and telecommunications companies to design and
build the navigational infrastructures, business models and
strategic relationships required for success in the E-TV
marketplace.

. Traditional Websites and Hosting. To provide complete Internet
solutions, we offer development of traditional websites and state-
of-the-art website hosting services through our Memphis,
Tennessee, and San Jose, California, hosting facilities. Our
hosting capabilities are offered primarily to clients who require
unique and specific hosting technology.

iXL Solution Sets

iXL uses its technology development capabilities to create custom
applications based on a common, reusable framework and component library.
These "iXL Solution Sets" can be customized and implemented quickly and cost-
effectively. We believe that our iXL Solution Sets meet the needs of clients
for fast, replicable and easily implemented solutions for computer-based
presentations and multiple website deployment and content management. iXL's
Solution Sets include:

. Pitchman(R). Pitchman is a presentation tool which combines high-
end graphics, animation, video and audio in an easy-to-transport
and easy-to-display laptop computer format which allows the user
to synchronize with the latest version of the presentation via a
corporate intranet or the Internet. Sales and marketing
professionals are the primary market for Pitchman. We have sold
over 500 Pitchman laptop presentations to various clients
including British Airways, Time Warner, News Corporation and
Scudder Kemper.

. Siteman(TM). Siteman is a state-of-the-art browser-based system
for creating and managing up to thousands of websites that share a
common style and similar look. Siteman allows novice users to
quickly design and build custom websites by selecting from a
library of templates

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and adding content. It also enables users to easily edit content
online, yet restricts them from modifying specified content areas
and the overall style of the sites. iXL also provides support for
end users who need assistance in creating sites with this product.
We developed Siteman as part of our iXL Solution Sets strategy.
Recently we sold Siteman to a software manufacturer, retaining a
perpetual, worldwide, royalty-free license on a non-transferable,
non-exclusive basis. This license permits us to continue to offer
Siteman as one of our Solution Sets. Siteman clients have included
AutoConnect, Carlson Wagonlit Travel and WebMD.

. We are also developing an additional iXL Solution Set designed to
facilitate the creation and publication of interactive training
courses.

iXL Industry Practice Groups

iXL has established practice groups in the Banking & Financial Services,
Media & Entertainment, Travel, Telecommunications and Healthcare industries.
These practice groups are in varying stages of development and staffing. We
are also in the process of developing practice groups for the Technology and
Retail industries. To build our industry practice group expertise, we leverage
the experience of our employees who have previously worked for major
consulting firms or companies in the relevant industries. We have utilized its
industry expertise in serving the clients listed below. These clients,
included for illustrative purposes, are not intended to be representative of
our clients generally.

<TABLE>
<CAPTION>
Industry Clients
-------- -------
<S> <C>
Banking & Financial Services................. Chase Manhattan Bank
First USA
Merrill Lynch
Scudder Kemper

Media & Entertainment........................ Cox Enterprises
News Corporation
Time Warner
Universal Studios

Travel....................................... Budget Rent a Car
Carlson Wagonlit Travel
Delta Air Lines
Virgin Atlantic
Telecommunications........................... BellSouth
Lucent
Premiere Technologies
Healthcare................................... Eli Lilly
HBOC
WebMD
</TABLE>

Sales and Marketing

The role of iXL's marketing program is to create and sustain preference
and loyalty for the iXL brand as a leading provider of strategic Internet
services. Marketing occurs at the corporate and local levels. The corporate
marketing department has overall responsibility for communications,
advertising, public relations and our website, and also engineers and oversees
central marketing and communications programs for use by each of our local
offices. At the local level, each office also has a marketing representative
responsible for building

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brand awareness within each geographic region. These local representatives
report to the President of each office, with the Executive Vice President for
Worldwide Marketing of iXL, Inc. having overall responsibility and oversight.

As part of its continuing relationship with iXL and CFN, General Electric
has agreed to implement a mutually satisfactory marketing campaign regarding
iXL and CFN. This campaign is expected to emphasize General Electric's
relationships with iXL and CFN and to improve awareness of iXL and CFN's
services. General Electric will also use its reasonable efforts to provide
access to CFN's platform to its employees and to employees of its affiliates.

iXL's sales force totals approximately 155 sales representatives. Each of
iXL's offices has its own sales representatives who sell all services offered
by iXL to the clients and prospects located in their geographical region. These
local representatives report to the President of each office, with the
Executive Vice President for Worldwide Operations of iXL having overall
responsibility and oversight.

Examples of iXL Internet Solutions

iXL is capable of providing a wide range of services tailored to each of
our clients' individual needs and concerns. The following examples illustrate
our diverse strategic Internet service capabilities:

Budget Rent a Car

Budget Rent a Car engaged iXL to implement an Internet strategy,
including an online reservation engine for its drivebudget.com website. iXL's
solution utilized a sophisticated reservations booking engine that integrates
directly with Budget's mainframe-driven customer reservation and inventory
control systems. This integrated system allows Budget to accurately identify
vehicles that are available in rental inventory at a given Budget location. In
addition to pricing and booking reservations via the Internet, Budget's
customers can view available vehicles and access vehicle specifications such as
seating and cargo space. The system also provides travel planning functions
including maps, travel safety tips, and time and distance calculations.

To promote awareness of the site, iXL designed an online marketing
campaign, including an extensive search engine optimization effort, which has
resulted in increasing online bookings and reservations. Through this shift to
an online environment, Budget believes it is realizing significant cost savings
and achieving stronger customer relationships by providing more choice, control
and convenience.

Chase Manhattan Bank

iXL's client relationship with Chase Manhattan Bank began with a single
project in the second quarter of 1998, and has expanded to include projects for
four of Chase Manhattan Bank's six largest divisions and for the bank's
investment company, Chase Capital Partners. We believe our Banking and
Financial Services practice group's industry expertise has enabled iXL to
broaden the scope of its relationship with Chase Manhattan Bank.

Among its current projects for Chase Manhattan Bank, iXL is building an
electronic bill presentment and payment system which will allow Chase Manhattan
Bank customers to view banking statements and pay bills online. The data from
this online system will also drive Chase Manhattan Bank's Value-Added Online
Marketing system, designed by iXL, which profiles Chase Manhattan Bank
customers by the banking services they utilize, their credit profile, and their
Chase Manhattan Bank website browsing habits.

Additionally, iXL is providing Internet services to Chase Manhattan
Bank's small business group and its merchant services division. The focus of
these engagements is to create Internet business and product strategies and
facilitate the implementation of e-commerce. iXL is also working with Chase
Manhattan Bank to overhaul the Chase.com website to make the site more
responsive and effective for Chase Manhattan Bank

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<PAGE>

customers. iXL developed the strategic plan for this assignment and is
designing and developing the infrastructure and architecture required to
support a site that better integrates Chase Manhattan Bank's online portfolio
of products and services.

WebMD

WebMD provides Internet-based services to healthcare professionals and
consumers through its webmd.com website. Since WebMD's inception, iXL has
provided it with a full range of strategic Internet services, including initial
definition of WebMD's Internet-based healthcare services product to be offered
via the webmd.com website. Once defined, systems design, application
development, engineering and hosting of the WebMD service was performed by iXL,
including the integration of over eighty databases capable of online search and
third-party online service offerings. WebMD has a limited operating history and
has minimal revenues at this time.

The webmd.com website provides doctors access to a suite of Internet-
based applications which are designed to enable them to manage their time more
efficiently and to serve patients more effectively. These applications provide
several centrally managed services, including access to electronic data
interchange services, enhanced communications services, healthcare-related
information and other Internet-based services that are useful to healthcare
professionals. WebMD's website is designed to simplify healthcare practices by
integrating multiple administrative, communications and research functions into
a single easy to use Internet-based solution. WebMD's free consumer website
includes access to premium, branded healthcare-related information,
personalized, targeted information about specific health conditions and
content-specific online communities that allow consumers to participate in
real-time discussions and support networks through the Internet. The webmd.com
website is designed to assist consumers in making informed healthcare
decisions.

iXL also created the interactive distance-learning component and
knowledge management systems of WebMD. iXL's Siteman Solution Set was the
platform for the Web publishing component of the WebMD service. Additionally,
iXL developed the marketing programs for WebMD including Pitchman presentations
for the physician, patient and healthcare community.

Acquisitions

The strategic Internet services industry is highly fragmented, consisting
of a large number of small companies providing limited service offerings.
Therefore, an important element of iXL's growth strategy is the acquisition of
selected companies with complementary technologies and capabilities. Our
strategy has been to augment our growth through acquisitions of small, regional
strategic Internet services companies. By obtaining critical mass in a
particular regional market, we believe we are able to provide the
responsiveness and quality of service of a small company with the greater depth
and breadth of services of a large organization. The acquisitions have resulted
in a broad geographic presence, allowing us to compete more effectively for
national accounts. Our post-acquisition strategy is to enhance the
competitiveness and profitability of each acquired company.

We identify acquisition candidates through our ongoing industry searches,
through our business network and through contact initiated by companies seeking
to be purchased. Potential targets are evaluated on numerous quantitative and
qualitative factors. Quantitative factors include historical and projected
revenues and profitability, geographic coverage and contract backlog.
Qualitative factors include strategic and cultural fit, management skill,
customer base and technical proficiency.

These factors are evaluated as part of a four-part assessment process:

. a detailed audit and operating assessment is initiated;

. acquisition pricing models are carefully evaluated;

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. specific technology skills and capabilities are ascertained; and

. management qualifications and compatibility are appraised.

Our post-acquisition process includes the integration of all financial
reporting systems, operating procedures, and training programs into the iXL
culture and infrastructure. Integration typically begins before the acquisition
transaction has been closed, with a goal of total integration promptly
following closing. Our Technical Operations Center plays a critical role in
this process, connecting the acquired business's systems to our central
systems. Our goal is to provide each of our offices with all tools and
resources needed to attain the maximum possible growth and profitability.
Accordingly, we have rarely based the purchase price for a company we acquired
on the post-acquisition performance of that company because we believe such
arrangements can impede the integration of multiple acquired businesses in the
same city by motivating them to compete against one another.

Historically, we have used our common stock for substantially all of the
consideration for our acquisitions. We anticipate that this will continue in
the future. By maximizing the use of stock as acquisition consideration, we
believe that the acquired companies' management has a greater incentive to
focus on iXL's long-term growth through the appreciation of its stock price. We
also generally grant stock options to employees of newly acquired companies as
a means of increasing employee and management retention.

We began our acquisitions in May 1996 when we acquired iXL Interactive
Excellence, Inc., Creative Video Library, Inc., Creative Video Inc., and
Entrepreneur Television, Inc., companies whose focus was to assist corporate
clients in the design and creation of multimedia and video communication
projects. In December 1996, we acquired CFN, which at such time, was a
traditional insurance agent that allowed corporate executives to comparison
shop for insurance and mortgages. CFN was seeking iXL's strategic and technical
assistance to sell insurance services over corporate intranets. Since the CFN
acquisition, iXL has developed and implemented the sophisticated CFN e-commerce
platform for marketing financial services and employee benefits electronically
over the Internet and corporate intranets. iXL has acquired 29 other companies
all engaged in related businesses. See "Risk Factors--Risks Related to iXL's
Business--Our continued growth is dependent on the successful completion of
acquisitions" and "--We may be unable to continue to grow at our historical
growth rates or to effectively manage our growth."

<PAGE>

The following table summarizes iXL's other acquisitions since June 1996,
listed in chronological order. This information includes 137,304 shares of
common stock held in escrow that have not been earned under the terms of the
relevant acquisition agreements. See Note 4 to the Pro Forma Consolidated
Financial Information.
<TABLE>
<CAPTION>
Number of Shares issued in
Employees at connection with
Businesses Acquired Primary Capabilities Date Acquired Acquisition Date Acquisition
------------------- -------------------- ------------- ---------------- ----------------
<C> <S> <C> <C> <C>
Memphis On-Line, Inc. ........... Hosting June 5, 1996 15 none
Memphis, TN

Webbed Feet, LLC................. Creative design February 14, 1997 1 40,000
Atlanta, GA

The Whitley Group, Inc. ......... Interactive multimedia April 4, 1997 20 454,400
Charlotte, NC

BoxTop Interactive Inc. ......... Creative design May 30, 1997 60 3,416,700
Los Angeles, CA

Swan Interactive Media, Inc. .... Software engineering July 28, 1997 15 283,900
Atlanta, GA

Small World Software, Inc. ...... Software engineering and January 26, 1998 26 271,356
New York, NY creative design

Green Room Productions, L.L.C. .. Travel expertise, February 5, 1998 28 344,270
San Francisco, CA creative design and
engineering

CCG Online....................... Travel expertise, March 27, 1998 23 266,000
Denver, CO creative design and
software engineering

Spin Cycle Entertainment......... Creative design and May 8, 1998 20 155,200
Los Angeles, CA software engineering

Digital Planet................... Creative design and May 12, 1998 31 259,584
Los Angeles, CA software engineering

InTouch Interactive, Inc. ....... Software engineering May 12, 1998 11 195,834
Charlotte, NC

Micro Interactive, Inc. ......... Interactive multimedia May 14, 1998 35 740,000
New York, NY

CommerceWAVE, Inc. .............. E-commerce July 2, 1998 22 877,898
San Diego, CA

Wissing & Laurence, Inc. ........ Video production July 8, 1998 2 50,000
New York, NY

601 Design, Inc. ................ Video production July 16, 1998 7 200,000
New York, NY

Image Communications, Inc. ...... Creative design July 22, 1998 40 378,999
Vienna, VA

Campana New Media, S.L. and
The Other Media, S.L. .......... Creative design July 28, 1998 8 37,107
Madrid, Spain

Spinners Incorporated............ Creative design, July 30, 1998 31 674,132
Boston, MA software engineering and
financial
services expertise

Tekna, Inc. ..................... Software engineering and September 4, 1998 27 762,622
Richmond, VA creative design

LAVA Gesellschaft fur Digitale
Medien GmbH..................... Software engineering September 7, 1998 28 321,428
Hamburg, Germany

Larry Miller Productions, Inc.... Creative design September 9, 1998 33 113,823
Boston, MA

Denovo New Media Limited......... Creative design September 10, 1998 5 42,852
London, England

Exchange Place Solutions, Inc.... Financial services September 10, 1998 4 275,000
Atlanta, GA consulting

Pantheon Interactive, Inc........ Software engineering September 18, 1998 15 271,787
Santa Clara, CA

Two-Way Communications, L.L.C. .. Creative design and September 18, 1998 23 269,421
Chicago, IL healthcare expertise

NetResponse, L.L.C............... Strategy consulting, September 22, 1998 36 701,375
Arlington, VA software engineering and
creative design

Ionix Development Corporation.... Software engineering September 23, 1998 22 358,551
Chicago, IL

Pequot Systems, Inc.............. Financial services September 24, 1998 12 378,066
Norwalk, CT expertise and software
engineering
</TABLE>

<PAGE>

Strategic Alliances and Affiliations

We have entered into, and intend to continue entering into, strategic
alliances and affiliations with a select group of technology service providers.
The primary goals of our strategic alliances and affiliations are:

. to enhance iXL's overall service offerings;

. to create or identify new revenue opportunities through referrals
and the creation of new service offerings; and

. to increase iXL's credibility and visibility in the marketplace
through collaboration in joint marketing.

We have established strategic affiliations with, among others, Microsoft,
Intel, Sun and Oracle. These strategic affiliations provide us early access to
training, product support and technology.

We have also established strategic alliances with companies offering
technologies which serve important roles in the deployment or delivery of iXL
services. These alliances focus on the joint development of integrated
solutions which utilize the technologies offered by iXL's partners to deliver
the services designed by iXL. Our strategic alliances include alliances with
RealNetworks and @radical.media, Inc. Through our strategic alliance with
RealNetworks, a leading provider of media streaming technologies, we will be
presented as a preferred provider of content for events streamed via
RealNetworks technologies. Through our alliance with @radical.media, which
specializes in production and broadcast of high-end commercial advertising
campaigns, we expect to gain access to @radical.media's clients seeking
complementary Internet solutions.

The contracts governing the strategic affiliations and alliances
generally do not have long durations or minimum requirements. In addition, they
are generally terminable by iXL or the other party at will.

Technology

Our Technical Operations Center is our computer systems center which
links all of our local offices with a centralized knowledge management system.
The Technical Operations Center enables us to integrate operations of local
offices into all facets of iXL, including, financial reporting, e-mail, and
dissemination of knowledge and best practices. The Technical Operations Center
allows for the rapid integration of acquired businesses, facilitates collection
and dissemination of knowledge and best practices throughout iXL and supports
enterprise business systems. The Technical Operations Center maintains its
network operations and monitoring in Atlanta, with central data center and
intellectual property transit support from its data center in Memphis,
Tennessee, and co-location facilities in San Jose, California. The Technical
Operations Center manages our general ledger accounting systems, global project
and time tracking systems, sales force automation, electronic messaging,
central data warehouse repository services, wide area network infrastructure,
intellectual property transport services and global digital security. These
functions are closely integrated in a worldwide iXL intranet that additionally
supports human resources and distance learning. We view the Technical
Operations Center as a key strategic asset, providing a platform to permit
rapid growth and a working model of the solutions we can design for our
clients. See "Risk Factors--Risks Related to iXL's Business--We may be unable
to continue to grow at our historical growth rates or to effectively manage our
growth."

While readily available third-party technologies are used to develop
nearly all iXL solutions, iXL does not believe it is not dependent on any given
technology to deliver its solutions. Typically, iXL chooses among multiple
software products to select the most appropriate product for a given use. If
any one product ceased to be available to iXL, other similar products are
generally available. Further, the third-party providers generally license their
products directly to iXL's clients. Consequently, iXL is not at risk of loss of
individual licenses.

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<PAGE>

Consumer Financial Network

Consumer Financial Network, Inc., or CFN, is a sophisticated e-commerce
platform for marketing financial services and employee benefits over corporate
intranets and the Internet, as well as through a telesales center. CFN's equity
is owned 77% by iXL and 23% by General Electric. CFN has contracted with
competing providers of financial services and employee benefits to create a
platform for the comparison shopping and purchase of these services. CFN is
provided at no cost to large companies and associations, many with 5,000 or
more employees, for distribution as a human resources benefit to their
employees or members. Currently, CFN provides access to the following services:

<TABLE>
<CAPTION>
Financial Services Employee Benefits
------------------ -----------------
<S> <C>
Auto Insurance Long-Term Care
Homeowners Insurance Individual Life Insurance
Mortgages Vision Services
Home Equity Loans Legal Services
Auto Finance
</TABLE>

Traditionally, the services currently offered by CFN have not been
presented on a standardized or comparable basis. Accordingly, consumers have
often been deterred from obtaining meaningful price comparisons from competing
services providers. Many consumers have been unable or unwilling to devote the
time required to compile comparative quotes and have instead relied on other
factors unrelated to the price or the terms provided in purchasing these
services.

We believe CFN is an attractive offering for consumers because CFN
enables consumers to receive explanatory information and an unbiased comparison
of products, services and quotes based on equivalent terms from multiple
providers of financial services and employee benefits. In addition, because CFN
aggregates employees of multiple major companies and members of associations,
and aggregates a nationwide network of services providers who compete for each
individual member's business, CFN is often able to negotiate discounted pricing
for its customers. Consumers can access CFN online, by telephone or by fax.

We believe the CFN platform is attractive to services providers, because
it is designed to:

. provide access to employed consumers, a highly desirable market
segment;

. allow each provider to directly access its preferred target market
by including multiple providers of similar services;

. provide a lower cost of customer acquisition than traditional
distribution channels due to automated consumer access and bulk
acquisition of consumers through the participation of large
employers and associations;

. allow providers to expand geographically; and

. allow providers to utilize automatic payroll deduction to secure
payment for services sold.

As a result of the benefits outlined above as well as the aggregated
customer base available through CFN, providers contracting with CFN may offer
discounted rates and other features that are more competitive than the
individual rates and features they otherwise may offer through traditional
distribution channels.

CFN earns fees on each sale of services made through its online and
telesales platforms. Currently, the significant majority of consumer inquiries
to CFN for services offered by CFN's providers are made through CFN's telesales
center. Our goal is for the relative volume of online inquiries as well as the
automation of the

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<PAGE>

entire process from inquiry to completed transaction to increase significantly
in the future as intranets become more widespread and as customers become more
familiar with the Internet. We believe that such an increase in online
inquiries in proportion to telesales center inquiries will reduce CFN's support
costs. CFN's performance will depend in large part upon CFN's ability to
estimate accurately the resource requirements and the revenues generated by
customers engaging in the transactions with service providers on the CFN
platform. Expenses and investments must be incurred well in advance of the
potential transactions intended to generate revenue to justify this cost
structure. See "Risk Factors--Risks Related to Our CFN Subsidiary--CFN's
business model is new and unproven" and "--CFN must expend significant
resources to grow its infrastructure."

Member Companies

We believe CFN is attractive to employers because it enables them to
offer to their employees, at no cost to the employer, a wide range of financial
services and employee benefits at generally discounted rates. Initially, CFN
has chosen to provide its platform to large companies and associations as a no
cost human resources benefit for their employees. Current CFN member companies
include:

<TABLE>
<S> <C>
Advantica Ritz Carlton Hotels
Amerigas Ryder Corporation
BellSouth Society for Human Resource Management
Coca-Cola Company Texas A&M University
Delta Air Lines Thomson Corporation
Nextel Williams Companies
</TABLE>

Once CFN has established a relationship with a participating employer,
CFN's strategy is to become part of the payroll deduction system of the
employer. This arrangement allows employers more flexibility in their payroll
deduction systems, while enabling CFN to provide multiple services to
employees. Becoming part of the payroll deduction system also enhances CFN's
ability to retain employees as customers for its providers. Automatic payroll
deduction allows services providers to offer payment plans that are structured
around the frequency of payroll deductions and is the most desirable form of
payment for CFN's participating services providers.

Provider Network

CFN's platform includes property and casualty insurance, home finance,
automobile finance, legal services, long-term care, term life insurance and
vision plans. Providers available on the CFN platform include:

. American Express Property Casualty companies, Chubb Group of
Insurance Cos., Electric Insurance Company, Liberty Mutual
Insurance Co., and Nationwide Mutual Insurance Co. in property and
casualty insurance;

. Banc One, Chase Manhattan Mortgage Corporation, Countrywide, First
Union National Bank and Travelers Home Mortgage Service in home
finance;

. debis Financial Services in automobile finance;

. Law Phone in legal services;

. Mass Casualty and Transamerica in long-term care;

. Empire General Life in life insurance; and

. Vision Care Advantage in vision services.

The terms of these contracts range from one to three years. Most
contracts terminate either on or before December 31, 1999 or December 31, 2000,
and some contracts are on a trial basis only. The contracts specify the terms
of the agreement with CFN, generally including information on terms of pricing
to be provided, the fulfillment process, compensation to CFN, necessary
regulatory requirements, restrictions on use

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<PAGE>

of consumer information provided by CFN, indemnification, and intellectual
property protection for CFN. There are no minimum volume requirements required
from CFN to providers. CFN is currently working to obtain non-residential
mortgage brokerage licenses where necessary. In jurisdictions where CFN is
currently not so licensed, CFN provides mortgages through one of its
appropriately licensed providers.

Market Expansion

CFN intends to expand its business beyond its existing corporate employee
market to make its platform available to the general public over the Internet
and through its telesales center. This expansion will likely be effected
primarily by entering into agreements with selected Internet portals and other
retail and informational sites to expand awareness of the CFN platform. This
expansion into the general public arena would broaden the prospective customer
base for both CFN and its services providers.

CFN intends to expand its agreements with its existing services providers
to include the provision of services to the general public. Many of CFN's
corporate providers may elect to not be included in the platform that will be
made available to the general public. The service offerings and the
corresponding prices offered to the general public will likely be different
from those offered to CFN's corporate participants. See "Risk Factors--Risks
Related to Our CFN Subsidiary--CFN's business model is new and unproven."

Technology

CFN's e-commerce platform consists of three component layers. The first,
or top, layer is the Internet website accessed by the consumer which gathers
and displays information. The second component layer is decision software
which takes the employee information and chooses applicable services from the
provider information maintained in this second layer. The third component
layer stores consumer information and integrates the CFN platform with CFN
providers' systems.

The e-commerce technology developed by CFN, for which CFN has two utility
patents pending, is a flexible multi-function comparative quoting system.
While the current application is for the dissemination of information about
financial services and employee benefits, the quoting system has uses in many
industries. CFN believes this technology could be applied to other situations
to allow consumers to compare multiple products from different providers.

For a discussion of risks related to CFN, see "Risk Factors--Risks
Related to Our CFN Subsidiary."

Government Regulation of Insurance, Auto Finance and Mortgages

In most states, there are two broad categories of insurance agency
licenses, one for property and casualty insurance and the other for life and
health insurance. CFN's wholly owned subsidiary, CFN Agency, Inc., a Delaware
corporation, is licensed as a resident insurance agency for both property and
casualty insurance and life and health insurance by the state of Georgia. For
property and casualty insurance business, CFN Agency is licensed as a
nonresident corporate insurance agency or at least one employee of CFN Agency
is individually licensed as a nonresident insurance agent in all 50 states.
For life and health insurance business, CFN Agency is licensed as a
nonresident corporate insurance agency or at least one CFN employee agent is
individually licensed as a nonresident insurance agent in 45 states.

Because of the lack of uniformity in state insurance agency licensing
laws, a corporate insurance agency cannot obtain an insurance agency license
in all fifty states. Some states do not issue insurance agency licenses to
corporations but only issue insurance agent licenses to individuals. Other
states issue corporate insurance agency licenses only if the state of
residence of the applicant for a corporate insurance agency license applicant
reciprocates by issuing corporate insurance agency licenses to insurance
agencies resident in the foreign state. In some states where CFN Agency does
not have a nonresident corporate insurance agency license, a CFN employee
agent is individually licensed in those states as a nonresident insurance
agent and the

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CFN employee agent transacts the business of CFN Agency where permitted. If any
CFN employee agent's employment with CFN is terminated, CFN Agency may not be
able to transact its business unless and until it has another employee who is
individually licensed as a nonresident insurance agent in the states where CFN
Agency does not hold a nonresident corporate insurance agency license. If a
state in which CFN Agency does not hold a nonresident corporate insurance
agency license determines that CFN Agency is transacting business in such state
as an unlicensed insurance agency, CFN Agency could be subject to fines and
prohibited from doing insurance business in that state.

Some states regulate prepaid legal plan companies as an insurance company
or their products as specialized legal expense products, while other states
regulate prepaid insurance plans as non-insurance services. In states that
regulate prepaid legal plan companies as insurance companies, the product is
usually classified as casualty insurance. Certain states' bar associations
require prepaid legal plans to file periodic information statements. CFN does
not believe it is subject to such requirements.

It is not guaranteed that a state in which CFN Agency does not hold a
nonresident corporate insurance agency license will not assert that CFN Agency
is transacting business in such state as an unlicensed insurance agency.
Generally, commissions payable for the sale of insurance products cannot be
paid to, or received by, a person or entity that is not licensed as an
insurance agent or agency, as applicable. There is no guarantee that a state in
which CFN Agency does not hold a nonresident corporate insurance agency license
will not assert that commissions assigned by the CFN employee agent to CFN
Agency are an assignment of insurance commissions occurring in such state to an
unlicensed corporate insurance agency. In the states in which CFN Agency does
not hold a nonresident corporate insurance agency license, the insurance
companies that have contracted with CFN Agency pay commissions to the CFN
employee agent, who then assigns such commissions to CFN Agency. If a state in
which CFN Agency does not hold a nonresident corporate insurance agency license
determines that CFN Agency is wrongfully receiving an assignment of insurance
commissions in, or with respect to insurance policies sold in, that state as an
unlicensed insurance agency, both CFN Agency and the subject CFN employee agent
could be subject to fines and prohibited from doing business in that state.

CFN Agency operates a telephone call center located in Duluth, Georgia.
Some of the CFN employee agents work in this telephone call center. These call
center agents provide information and education to consumers who are employees
of client companies or members of client affinity groups regarding the
insurance products described on CFN's website. Some of the call center agents
are also licensed in states other than Georgia as nonresident insurance agents;
however, each call center agent is not licensed as an insurance agent in all 50
states. There is no guarantee that a state in which a call center agent is not
licensed as a nonresident insurance agent will not assert that such call center
agent is, by providing information and education to consumers about insurance
products on the CFN website in the state, transacting insurance agent
activities without being licensed by such state as a nonresident insurance
agent. If a state in which a call center agent does not hold a nonresident
insurance agent license determines that a call center agent has transacted the
business of an insurance agent in that state, both CFN Agency and such call
center agent could be subject to fines and prohibited from doing insurance
business in that state.

CFN operates its residential mortgage and auto finance business through
its wholly owned subsidiary, CFN Finance, Inc., a Delaware corporation. There
are numerous federal and state statutes and regulations affecting these
activities including licensing requirements and laws that prohibit
discrimination, unfair and deceptive trade practices, and require disclosure of
basic information to consumers concerning credit terms and settlement costs,
limit fees and charges paid by consumers and lenders, and otherwise regulate
terms and conditions of credit and the procedures by which credit is offered
and administered and that impose fiduciary duties on a person acting as a
broker. CFN Finance is in the process of applying, where necessary, for broker
licenses to permit it to operate its residential mortgage finance and, where
required, its auto finance programs. There is the possibility that some states
may not grant such a license to CFN Finance. Until these licenses are granted,
CFN Finance has entered into a licensing agreement with a Federal savings and
loan association to operate CFN Finance's residential mortgage finance program
in those states which require licenses. CFN

<PAGE>

Finance's auto finance program is being offered in states where no licenses are
required for CFN Finance. For the states that require auto finance broker
licenses and from which CFN Finance has not yet received such a license, CFN
Finance has entered into a licensing agreement with a Federal savings bank to
operate CFN Finance's auto finance program pursuant to the authority granted
under a Federal charter. Federal law governing federal savings banks preempts
the ability of states to require that a Federal savings bank be licensed under
state law in order to conduct a finance broker business. There is no guarantee
that the residential mortgage program licensing agreement will be renewed upon
its expiration date of October 31, 1999, the auto finance licensing agreement
will be renewed upon its expiration date of November 11, 1999, or that either
agreement will not be terminated sooner and that CFN Finance will have acquired
the appropriate license or that CFN Finance will be able to find another way to
conduct its business in any state that requires a license if the license
agreement terminates in that state. There also is no guarantee that a state
regulatory agency or a consumer will not challenge the operation of the
business under the license agreement. See "Risk Factors--Risks Related to Our
CFN Subsidiary--Government regulation and legal uncertainties related to CFN
could adversely affect our business."

iXL Ventures

As a complement to its core business, iXL has occasionally, on an
opportunistic basis, participated in the development of other Internet-related
businesses through iXL Ventures. iXL seeks to combine its management
experience, technical expertise and financial capital to develop new ideas.
When these new ideas warrant further development, iXL seeks strategic investors
to assist in the full development of these projects into viable stand-alone
businesses. CFN is the first major stand-alone business to emerge from this
process. Currently, other iXL Ventures include:

. FANSonlyTM owned by University Netcasting, Inc., which is a series
of commercial Internet sites for leading colleges and
universities;

. Kinzan, Inc., a software and services company that develops,
distributes and hosts Siteman;

. Enhanced Television (E-TV), which is digital interactive
television delivered via the Internet; and

. Last Minute Travel, an online discount travel service.

Competition

While the market for strategic Internet services is relatively new, it is
already highly competitive and characterized by an increasing number of
entrants that have introduced or developed products and services similar to
those offered by iXL. We believe that competition will intensify and increase
in the future. Our target market is rapidly evolving and is subject to
continuous technological change. As a result, iXL's competitors may be better
positioned to address these developments or may react more favorably to these
changes, which could have a material adverse effect on iXL's business, results
of operations and financial condition. iXL competes on the basis of a number of
factors, including the attractiveness of the strategic Internet services
offered, the breadth and quality of these services, creative design,
engineering expertise, pricing, technological innovation, and understanding
clients' strategies and needs. Many of these factors are beyond our control.
Existing or future competitors may develop or offer strategic Internet services
that provide significant technological, creative, performance, price or other
advantages over the services offered by us.

iXL's competitors can be divided into several groups:

. strategic Internet services providers;

. large information technology consulting services providers;

. computer hardware and service vendors;

. strategic consulting firms; and

. interactive advertising agencies.

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<PAGE>

iXL also may compete with telecommunications companies. Although most of
these types of competitors to date have not offered a full range of Internet
professional services, several have announced their intention to do so. These
competitors at any time could elect to focus their resources in iXL's target
markets, which could adversely affect our business, results of operations and
financial condition. Many of iXL's current and potential competitors have
longer operating histories, larger installed customer bases, longer
relationships with clients and significantly greater financial, technical,
marketing and public relations resources than iXL. Competitors that have
established relationships with large companies but limited expertise in
providing Internet solutions may nonetheless be able to successfully use their
client relationships to enter the Company's target market or prevent iXL's
penetration into their client accounts. We believe that our primary competitors
currently are International Business Machines Corporation, USWeb Corporation,
Sapient Corporation, and smaller Internet service providers.

Additionally, in pursuing acquisition opportunities we may compete with
other companies with similar growth strategies, certain of which competitors
may be larger and have greater financial and other resources than we have.
Competition for these acquisition targets likely could also result in increased
prices of acquisition targets and a diminished pool of companies available for
acquisition.

There are relatively low barriers to entry into the strategic Internet
services industry. iXL has no patented or other proprietary technology that
would preclude or inhibit competitors from entering the Internet professional
services market. Therefore, iXL must rely on the skill of its personnel and the
quality of its client service. The costs to develop and provide Internet
services are low. Therefore, iXL expects that it will continually face
additional competition from new entrants into the market in the future, and iXL
is subject to the risk that its employees may leave iXL and start competing
businesses. The emergence of these enterprises could have a material adverse
effect on our business, results of operations and financial condition. See
"Risk Factors--Risks Related to the Strategic Internet Services Industry--We
operate in a highly competitive market with low barriers to entry which could
limit our market share and harm our financial performance."

The success of CFN will be highly dependent upon CFN's services becoming
available to a large number of participating employees. CFN expects to face
competition from an increasing number of sources in the marketplace. CFN
competes with other Internet-based providers of insurance and other financial
services, as well as traditional insurance companies providing group rates to
corporate employees. CFN believes that its primary and more direct competitors
currently are HomeCom Communications, Inc., ValueSearch, Inc. and Answer
Financial, Inc. CFN also may compete with Microsoft Corporation, which
currently provides comparative quotes from home mortgages on the web. If CFN
fails to compete successfully against current or future competitors, CFN's
business results of operations and financial conditions will be materially and
adversely affected. See "Risk Factors--Risks Related to Our CFN Subsidiary--
CFN's numerous established competitors could harm its prospects".

Employees

As of April 30, 1999, iXL had approximately 1,475 employees, including
approximately 70 strategy consultants, 360 engineers and 275 creative
designers. None of iXL's employees is represented by a labor union. iXL has
experienced no work stoppages and believes its relationship with its employees
is good.

In an ongoing effort to train and develop its professionals, iXL has
established iXL University, a forum to educate its employees on issues ranging
from new technologies to office protocol. Employees may attend iXL University
by attending live presentations in Atlanta, by viewing the live webcast of such
presentations, or by viewing at any time archived versions of presentations
through the iXL University website. In addition, iXL holds regular company-wide
meetings among leaders in specific practice areas. iXL also takes advantage of
its corporate intranet to foster company-wide communications and knowledge
management. See

71
<PAGE>

"Risk Factors--Risks Related to iXL's Business--If we fail to attract and
retain employees our growth could be limited and our costs could increase."

Properties and Facilities

iXL's executive offices are located in Atlanta, consisting of
approximately 138,000 square feet of leased space, the lease for which expires
in 2007. With the exception of IXL-Memphis, Inc., which owns an approximately
15,000 square foot office building and an approximately 5,600 square foot
warehouse, iXL leases space for its regional offices in the following
metropolitan areas: New York, NY; Los Angeles, San Francisco, San Diego, and
Santa Clara, CA; Chicago, IL; Boston, MA; Washington, D.C.; Charlotte, NC;
Richmond, VA; Denver, CO; Norwalk, CT; Hamburg and Berlin, Germany; London,
England; and Madrid, Spain. CFN leases space for its executive offices in
Duluth, Georgia.

Legal Proceedings

iXL currently and from time to time is involved in litigation incidental
to the conduct of its business. iXL is not a party to any lawsuit or proceeding
that, in the opinion of management of iXL, is likely to have a material adverse
effect on iXL.

72
<PAGE>

MANAGEMENT

Executive Officers and Directors

Certain information regarding the executive officers and directors of iXL
as of June 25, 1999 is set forth below:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
U. Bertram Ellis, Jr.(1) 45 Chief Executive Officer and Chairman of the
Board of Directors
Kevin M. Wall 47 Vice Chairman and Director
James R. Rocco 44 Vice Chairman
William C. Nussey 33 President and Chief Operating Officer of iXL,
Inc. and Director
C. Cathleen Raffaeli 42 President and Chief Operating Officer of CFN
Barry T. Sikes 46 Executive Vice President for Worldwide
Operations of iXL, Inc.
M. Wayne Boylston 41 Executive Vice President, Chief Financial
Officer, Treasurer, and Assistant Secretary
David E. Clauson 44 Executive Vice President for Worldwide
Marketing of iXL, Inc.
Vincent M. Copeland 40 Executive Vice President for Worldwide Client
Development of iXL, Inc.
Thomas R. Wall, IV(2) 41 Director
Frank K. Bynum, Jr.(1)(2)(3) 36 Director
Jerome D. Colonna 35 Director
Thomas G. Rosencrants(3) 49 Director
Jeffrey T. Arnold 29 Director
Gary C. Wendt 57 Director
Jeffrey C. Walker(1)(2) 43 Director
</TABLE>
- --------
(1) Member of the Executive Committee.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.

U. Bertram (Bert) Ellis, Jr. founded iXL in March 1996 and has served as
Chairman of the Board of Directors and Chief Executive Officer since that time.
Prior to founding iXL, Mr. Ellis founded Ellis Communications, Inc., an owner
of television and radio stations, in 1993, and served as its President from
1993 to 1996. Prior to founding Ellis Communications, Inc., Mr. Ellis served as
President, Chief Executive Officer, and Chief Operating Officer of Act III
Broadcasting, Inc., an owner of television stations, from 1986 to 1992. Mr.
Ellis received a Bachelor of Arts degree in Economics from the University of
Virginia and an MBA from the University of Virginia Graduate School of Business
Administration. Mr. Ellis also serves as a Director of WebMD, Inc.

Kevin M. Wall has served as Vice Chairman since April 1998 and as a
director since May 1997. Mr. Wall joined iXL in May 1997 upon the acquisition
by iXL of BoxTop Interactive, Inc., and served as the President and Chief
Executive Officer of BoxTop Interactive, Inc. from its founding in 1995 until
1998. Prior to founding BoxTop Interactive, Inc., Mr. Wall served as Chairman
of BoxTop Entertainment, Inc., a television production company specializing in
network specials, from 1990 until 1995. Prior to forming BoxTop Entertainment,
Inc., Mr. Wall founded Radio Vision International, Inc., a television
production company specializing in network specials and syndication of
television specials, and served as its Chairman from its founding until 1990.
Mr. Wall attended Indiana University-Purdue University Fort Wayne. Mr. Kevin
Wall is not related to Mr. Thomas R. Wall, IV.

James R. Rocco has served as Vice Chairman since August 1998. Mr. Rocco
previously served as a director from April 1996 to February 1999 and as the
President and Chief Operating Officer from April 1996 until August 1998. Mr.
Rocco founded Creative Video, Inc. and served as its President from July 1986
until it

73
<PAGE>

was acquired by iXL in April 1996. Mr. Rocco graduated cum laude from St.
John's University in New York in 1976 with Bachelor degrees in Communications
and Business.

William C. Nussey has served as a Director of iXL since December 1997,
and as the President and Chief Operating Officer of iXL, Inc. since joining iXL
in May 1998. From 1996 to May 1998 Mr. Nussey served as an associate with
Greylock Ventures, a private investment firm. From 1994 to 1996, Mr. Nussey
attended Harvard Business School. In 1985, Mr. Nussey co-founded Da Vinci
Systems, Inc., a software and application design company, and served as its
Chief Executive Officer from its founding until its sale in 1994 to ON
Technology, Inc. After its sale, Mr. Nussey served as a consultant to ON
Technology while attending Harvard Business School. Mr. Nussey received a
Bachelor of Science degree in Electrical Engineering from North Carolina State
University and an MBA from Harvard Business School.

C. Cathleen Raffaeli is the President and Chief Operating Officer of CFN,
and has served in such capacity since joining CFN in November 1998. From 1994
through 1998, Ms. Raffaeli held positions of increasing responsibility with
Citicorp, most recently as the Executive Director, Commercial Card Division.
From 1988 through 1994, Ms. Raffaeli held positions of increasing
responsibility with Chemical Bank, last serving as the Senior Vice President,
Mortgage Banking Division. Ms. Raffaeli received a Bachelor of Science degree
in Finance from the University of Baltimore and an MBA from New York
University.

Barry T. Sikes has served as Executive Vice President for Worldwide
Operations since August 1998. Mr. Sikes previously served as Vice President--
Operations from April 1996 until August 1998. From 1991 until 1996, Mr. Sikes
served as the Chief Operating Officer of Creative Video, Inc. Mr. Sikes
received a degree in Electronics Engineering from The Cape Fear Institute.

M. Wayne Boylston has served as Chief Financial Officer, Executive Vice
President, Treasurer and Assistant Secretary since joining iXL in August 1998.
From 1990 to 1995, Mr. Boylston served as Vice President and Corporate
Controller of Healthdyne, Inc. and from 1995 until February 1998, Mr. Boylston
served as Vice President--Finance, Chief Financial Officer and Treasurer of
Healthdyne Technologies, Inc. From February 1998 until July 1998 Mr. Boylston
served as a consultant to Healthdyne Technologies, Inc. following its merger
with Respironics, Inc. Mr. Boylston is a Certified Public Accountant and has a
Bachelor of Business Administration degree from Emory University.

David E. Clauson has served as Executive Vice President for Worldwide
Marketing of iXL, Inc. since joining iXL in August 1998. From 1991 until July
1998, Mr. Clauson served in various positions of increasing responsibility with
subsidiaries of True North Communications, Inc., most recently as the Senior
Vice President/Worldwide Account Director of its Foote, Cone & Belding
subsidiary. Mr. Clauson has a Bachelor of Arts degree in American Urban History
from the University of California at Los Angeles.

Vincent M. Copeland has served as the Executive Vice President for
Worldwide Client Development of iXL, Inc. since July 1999. From 1984 to 1999,
Mr. Copeland served in positions of increasing responsibility with Gartner
Group, Inc. Most recently, from 1997 to 1999 Mr. Copeland served as Senior Vice
President for North American Sales for Gartner Group and from 1994 to 1997
managed Gartner Group's Asia Pacific and Latin American Operations. Mr.
Copeland received a Bachelor of Arts degree in economics from Tufts University.

Thomas R. Wall, IV has served as a Director of iXL since April 1996. Mr.
Wall has held various positions of increasing responsibility with Kelso &
Company, a private investment firm, since 1983, and currently serves as one of
its Managing Directors. Mr. Wall also serves as a director of AMF Bowling,
Inc., Consolidated Vision Group, Inc., Cygnus Publishing, Inc., Mitchell
Supreme Fuel Company, Mosler, Inc., Peebles Inc., and 21st Century Newspapers,
Inc. Mr. Wall received a Bachelor of Science degree in Business Administration
from Washington & Lee University. Mr. Thomas Wall is not related to Mr. Kevin
M. Wall.

Frank K. Bynum, Jr. has served as a Director of iXL since April 1996. Mr.
Bynum has held various positions of increasing responsibility with Kelso &
Company since 1987, and currently serves as one of its Managing Directors. Mr.
Bynum also serves as a director of Cygnus Publishing, Inc., Hosiery Corporation
of America, Inc., 21st Century Newspapers, Inc. and MJD Communications, Inc.
Mr. Bynum received a Bachelor of Arts degree in History from the University of
Virginia.

74
<PAGE>

Jerome D. Colonna has served as a Director of iXL since December 1997.
Mr. Colonna co-founded Flatiron Partners, LLC in August 1996 and has served as
a partner in Flatiron since its founding. Previously, Mr. Colonna co-founded
CMG @ Ventures L.P. in February 1995 and served as a partner until July 1996.
From 1985 to 1995, Mr. Colonna served in various positions with CMP Media,
Inc., including Editorial Director, Interactive Media Group. From 1985 to 1993,
he served in a variety of roles at Information Week, including that of Editor.
Mr. Colonna received a Bachelor of Arts degree from Queens College, City
University of New York. Mr. Colonna serves as a Director of GeoCities, Inc.

Thomas G. Rosencrants has served as a Director of iXL since January 1999.
Mr. Rosencrants founded Greystone Capital Group, LLC in April 1997 and serves
as its Chairman and Chief Executive Officer. Greystone Capital Group, LLC is
the General Partner for Greystone Capital Partners I, L.P. From 1991 to April
1997 he served as Senior Vice President and head of the Insurance Research
Group of The Robinson-Humphrey Company, Inc. Mr. Rosencrants is a Chartered
Financial Analyst, has an MBA from the Roosevelt University in Chicago and a
Bachelor of Arts degree from the University of Dayton.

Jeffrey T. Arnold has served as a Director since February 1999. Mr.
Arnold founded and has served as Chairman of the Board and Chief Executive
Officer of WebMD, Inc. since its inception in October 1996. In addition, Mr.
Arnold served as the President of WebMD, Inc. from its inception until
September 1997. From April 1994 until Endeavor Technologies, Inc.'s merger with
WebMD, Inc. in March 1997, Mr. Arnold served in various capacities at Endeavor
Technologies, Inc., including as Chairman and Chief Executive Officer.
Mr. Arnold received a Bachelor of Arts degree from the University of Georgia.

Gary C. Wendt has served as a Director since June 1999. From 1986 to
1998, Mr. Wendt served as Chairman, Chief Executive Officer and President of
General Electric Capital Services, Inc. and will continue to serve as a
consultant through July 1, 1999. Mr. Wendt received a Bachelor of Science
degree from the University of Wisconsin and an MBA from Harvard Business
School.

Jeffrey C. Walker has served as a director since July 1, 1999. Mr. Walker
has been Managing Partner of Chase Capital Partners, the private equity
investment arm of The Chase Manhattan Corporation, since 1988, and a General
Partner thereof since 1984. Mr. Walker is a director of 800 Flowers, Guitar
Center, House of Blues, Doane Pet Care Products, Metakote and other private
companies. Mr. Walker received a Bachelor of Science degree from the University
of Virginia and an MBA from the Harvard Business School.

iXL believes retention of its management is critical to its success. See
"Risk Factors--Risks Related to iXL's Business--We depend on our key management
personnel for our future success" and "Risk Factors--Risks Related to iXL's
Business--If we fail to attract and retain employees our growth could be
limited and our costs could increase."

Board Committees

The Board of Directors has established an Executive Committee, a
Compensation Committee and an Audit Committee. The Executive Committee,
consisting of Mr. Ellis, Mr. Bynum, and Mr. Greene (Mr. Walker upon Mr.
Greene's resignation), is empowered to exercise all powers and authority of the
Board as determined by the Board in the authorizing resolution. The
Compensation Committee, consisting of Mr. Thomas R. Wall, IV, Mr. Bynum, and
Mr. Greene (Mr. Walker upon Mr. Greene's resignation), administers iXL's stock
option plans, including approval of all options granted. The Audit Committee,
consisting of Mr. Bynum and

75
<PAGE>

Mr. Rosencrants, will recommend the selection of independent public accountants
to the Board of Directors, review the scope and results of the audit and other
services provided by iXL's independent accountants, and review iXL's accounting
practices and its systems of internal accounting controls.

Director Compensation

iXL reimburses its directors for all out-of-pocket expenses incurred in
the performance of their duties as directors of iXL. iXL currently does not pay
fees to its directors for attendance at meetings.

Amended Stockholders Agreement

The Third Amended Stockholders Agreement entitles certain stockholders to
designate nominees to iXL's board of directors as follows. The Third Amended
Stockholders Agreement entitles Kelso Investment Associates V, L.P. and Kelso
Equity Partners V, L.P. to jointly designate two individuals to be included as
nominees on the board of directors' slate of nominees so long as Kelso
Investment Associates V, L.P. and Kelso Equity Partners V, L.P. together hold
5% or more of our outstanding common stock. CB Capital Investors, L.P. has the
right to designate as a nominee one member so long as it owns at least 5% of
our outstanding common stock. The Third Amended Stockholders Agreement does not
obligate any stockholder to vote its common stock in favor of any nominated
directors.

Compensation Committee Interlocks and Insider Participation

No member of iXL's Compensation Committee 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 iXL's Board of Directors or
Compensation Committee. See "Certain Transactions" for a description of
transactions between iXL and entities affiliated with members of the
Compensation Committee.

Employment Agreements

iXL has assumed the employment agreement originally executed as of August
1, 1996 between Mr. Kevin Wall and BoxTop Interactive, Inc. Mr. Kevin Wall's
employment agreement was assumed by iXL in April 1998. This agreement has a
four-year term expiring July 31, 2000. Under this agreement, Mr. Kevin Wall's
base annual salary shall be $302,500 for the one-year period from August 1,
1998 through July 31, 1999, and $332,750 for the one-year period from August 1,
1999 through July 31, 2000. Under this agreement, Mr. Kevin Wall is entitled to
an automobile allowance of $1,000 per month and has received grants of options
to purchase 635,900 shares of common stock.

iXL, Inc. has entered into an employment agreement with Mr. Nussey.
Pursuant to this employment agreement, if iXL, Inc. terminates Mr. Nussey's
employment without cause at any time or if Mr. Nussey resigns for good cause,
(i) iXL, Inc. shall, for a period of eighteen months or until Mr. Nussey begins
employment with any other company, continue to pay as payable pursuant to the
employment agreement his salary and bonus as severance pay and continue to
provide benefits to him, and (ii) the vesting of unvested stock options granted
to Mr. Nussey pursuant to his employment agreement shall be immediately
accelerated twelve months, and all options which remain unvested after such
acceleration shall terminate. Upon a termination of his employment by virtue of
his death, Mr. Nussey's estate shall be entitled to all salary payable to him
for the remainder of the year of his death. In addition, upon a termination of
Mr. Nussey's employment by virtue of his death or disability, Mr. Nussey or his
estate shall be entitled to the pro rata portion of his bonus with respect to
the portion of the year prior to his death or disability. The base salary for
Mr. Nussey pursuant to his employment agreement is $250,000 per year, and the
target bonus is $50,000 per year. The base salary and target bonus are to be
reviewed annually, and may be increased from time to time by iXL, Inc. Once
increased, the base salary may not be decreased and the target bonus may not be
set at less than $50,000 per full fiscal year. The employment agreement also
provides that Mr. Nussey shall not compete with iXL, Inc. for a period of one
year following the termination of his employment.

76
<PAGE>

Limitation on Liability and Indemnification Matters

Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees and agents of Delaware
corporations. iXL's Certificate of Incorporation and By-Laws provide that iXL
shall indemnify its directors and officers to the fullest extent permitted by
the Delaware General Corporation Law. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling iXL pursuant to the foregoing
provisions, the opinion of the Securities and Exchange Commission is that such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

As permitted by the Delaware General Corporation Law, iXL's Certificate
of Incorporation also limits the liability of directors of iXL for damages in
derivative and third party lawsuits for breach of a director's fiduciary duty
except for liability:

. for any breach of the director's duty of loyalty to iXL or its
stockholders;

. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;

. for unlawful payments of dividends or unlawful stock purchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or

. for any transaction for which the director derived improper
personal benefit.

The limitation of liability applies only to monetary damages and,
presumably, would not affect the availability of equitable remedies such as
injunction or rescission. The limitation of liability applies only to the acts
of omission of directors as directors and does not apply to any such act or
omission as an officer of iXL or to any liabilities imposed under federal
securities laws.

iXL intends to obtain directors' and officers' insurance providing
indemnification for certain of iXL's directors, officers, affiliates, partners
or employees for certain liabilities.

iXL has entered into agreements to indemnify its directors and executive
officers, in addition to indemnification provided for in iXL's Bylaws. These
agreements, among other things, indemnify iXL's directors and executive
officers for certain expenses, including attorneys' fees, judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of iXL, arising out of such person's
services as a director or executive officer of iXL, any subsidiary of iXL or
any other company or enterprise to which the person provides services at the
request of iXL. iXL believes that these provisions and agreements are necessary
to attract and retain qualified directors and executive officers.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of iXL where indemnification is expected
to be required or permitted. iXL is not aware of any threatened litigation or
proceeding that might result in a claim for such indemnification.

<PAGE>

Executive Compensation

The following table sets forth information concerning the compensation
paid by iXL during the fiscal years ended December 31, 1996, 1997 and 1998 to
iXL's Chief Executive Officer and each of iXL's four other highest paid
executive officers in 1998:

Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
------------ -------------
Name and Options
Principal Position Year Salary Bonus (# of Shares)
------------------ ---- ------ ----- -------------
<S> <C> <C> <C> <C>
U. Bertram Ellis, Jr. .................... 1998 $247,000 $100,000 338,889
Chairman and Chief 1997 232,300 -- 550,000
Executive Officer 1996 -- -- 1,000,000

Kevin M. Wall............................. 1998 276,000 -- --
Vice Chairman 1997 167,800 -- 170,000
1996 -- -- --

James R. Rocco............................ 1998 180,600 50,000 106,056
Vice Chairman 1997 163,900 25,000 297,900
1996 105,600 -- --

William C. Nussey......................... 1998 166,500 50,000 1,844,276
President and Chief Operating Officer 1997 -- -- --
of iXL, Inc. 1996 -- -- --

Barry T. Sikes............................ 1998 163,300 45,000 140,500
Executive Vice President for 1997 137,700 25,000 165,000
Worldwide Operations 1996 103,600 -- 255,000
</TABLE>

The above table excludes certain executive officers of iXL whose annual
base salaries exceed salaries reported in the table, but who were hired during
1998, and consequently during 1998 earned less than the officers reported in
the table above. The 1996 figures are for the eight months ended December 31,
1996. The annual base salaries for Mr. Ellis, Mr. Rocco, and Mr. Sikes were $0,
$175,000 and $140,000, respectively. The figures listed represent payment for
actual employment during the eight months ended December 31, 1996. Mr. Nussey's
fiscal year 1998 salary is for approximately seven months ended December 31,
1998. Mr. Nussey's annual base salary for fiscal year 1998 was $250,000.
Bonuses are determined at the discretion of the Compensation Committee.

<PAGE>

Option Grants and Exercises During Fiscal Year 1998

No stock options were exercised by the Chief Executive Officer or the
four other highest paid executive officers during fiscal year 1998. The
following table below sets forth individual grants of stock options made during
fiscal year 1998 to each of the Chief Executive Officer and the four other
highest paid executive officers:
<TABLE>
<CAPTION>
Potential
Annual Compensation Realizable Value at
----------------------------- Assumed Annual
Number of Rates of Stock
Securities % of Total Options Price Appreciation
Underlying Granted to Exercise or for Option Term
Named Executive Officer Options Employees in Base Price Expiration -------------------
and Principal Position Granted Fiscal Year Per Share Date 5% 10%
- ----------------------- ---------- ------------------ ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
U. Bertram Ellis, Jr. .. 50,000 0.4% $3.00 02/26/08 $ 171,707 $ 362,264
Chairman and Chief 88,889 0.6% 3.00 02/26/08 305,257 644,026
Executive Officer 50,000 0.4% 3.50 02/26/08 146,707 337,264
50,000 0.4% 4.00 02/26/08 121,707 312,264
50,000 0.4% 4.50 02/26/08 96,707 287,264
50,000 0.4% 5.00 02/26/08 71,707 262,264
--------- ----
338,889 2.6%
========= ====
Kevin M. Wall .......... -- -- -- -- -- --
Vice Chairman

James R. Rocco ......... 500 * 1.00 02/26/08 2,717 4,623
Vice Chairman 5,556 * 3.00 02/26/08 19,080 40,255
100,000 0.8% 3.50 02/26/08 293,413 674,528
--------- ----
106,056 0.8%
========= ====
William C. Nussey ...... 5,176 * 3.50 05/01/08 24,040 49,010
President and Chief
Operating 389,100 2.9% 4.00 05/01/08 1,612,614 3,489,726
Officer of iXL, Inc. 900,000 6.8% 4.50 05/01/08 3,280,028 7,261,841
550,000 4.1% 10.00 05/01/08 -- 1,632,792
--------- ----
1,844,276 13.8%
========= ====
Barry T. Sikes.......... 500 * 1.00 02/26/08 2,717 4,623
Executive Vice President
for 100,000 .8% 3.50 02/26/08 293,413 674,528
Worldwide Operations 40,000 .3% 10.00 11/25/08 -- 118,748
--------- ----
140,500 1.1%
========= ====
</TABLE>

The options described in the above table were granted under iXL's 1996
Stock Option Plan and generally provide for vesting over either four or five
years. The columns headed "Potential Realizable Value at Assumed Annual Rates
of Stock Price Appreciation for Option Term" show the hypothetical gains or
option spreads of options granted based on 5% or 10% assumed annual rates of
compounded stock price appreciation and do not represent iXL's estimates or
projections of iXL's future common stock prices.

79
<PAGE>

Year-End Option Values

The following table sets forth the number and value of exercisable and
unexercisable options held at December 31, 1998 by each of the Chief Executive
Officer and the four other highest paid executive officers:

<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 1998 December 31, 1998
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
U. Bertram Ellis, Jr. .... 1,330,000 558,889 $6,925,000 $2,225,001
Chairman and Chief
Executive Officer

Kevin Wall ............... 703,900 102,000 4,505,145 510,000
Vice Chairman

James R. Rocco............ 178,740 225,216 683,070 883,632
Vice Chairman

William C. Nussey......... 521,009 1,323,267 1,153,327 2,929,228
President and Chief
Operating Officer
of iXL, Inc.
Barry T. Sikes............ 252,000 308,500 1,203,000 1,205,250
Executive Vice President
for
Worldwide Operations

</TABLE>
In the above table, the value of unexercised in-the-money options at
December 31, 1998 are calculated by determining the difference between the
deemed fair market value of the securities on December 31, 1998 underlying the
options and the exercise price. The fair market value of the securities as of
December 31, 1998 was based on preliminary valuations of iXL performed by
independent appraisers at the request of iXL. Information for Mr. Kevin Wall
includes 635,900 options granted to him prior to the acquisition of BoxTop
Interactive, Inc. at an exercise price of $0.95 per share.

Stock Option Plans

1996 Stock Option Plan

General. iXL's 1996 Stock Option Plan was established to promote the
success of iXL by providing an additional means to attract and retain key
personnel through added long-term incentives for high levels of performance and
for significant efforts to improve the financial performance of iXL. The 1996
Stock Option Plan authorizes the granting of options for up to an aggregate
maximum of 25 million shares of iXL's common stock to employees of iXL. As
options lapse or terminate without exercise, any unpurchased shares previously
subject to such lapsed or terminated options may be available for further
options under the 1996 Stock Option Plan.

Administration. The 1996 Stock Option Plan is administered by the
Compensation Committee, which as of the date of this prospectus is comprised of
Mr. Thomas R. Wall, Mr. Bynum and Mr. Greene (Mr. Walker upon Mr. Greene's
resignation). The Compensation Committee may delegate administrative functions
to individuals who are officers or employees of iXL.

<PAGE>

The Compensation Committee has the authority to construe and interpret
the 1996 Stock Option Plan and any agreements defining the rights and
obligations of iXL and eligible employees who receive options awards under the
1996 Stock Option Plan, to further define the terms used in the 1996 Stock
Option Plan, to prescribe, amend and rescind rules and regulations relating to
administration of the 1996 Stock Option Plan, to determine the duration and
purposes of leaves of absence which may be granted to Participants without
constituting a termination of their employment for purposes of the 1996 Stock
Option Plan and to make all other determinations necessary or advisable for the
administration of the 1996 Stock Option Plan. Determinations of the
Compensation Committee on the foregoing matters are conclusive.

Grant of Options. Awards of options to purchase common stock under the
1996 Stock Option Plan may be granted only to employees of iXL Enterprises,
Inc. and its subsidiaries. Members of the Board of Directors who are not iXL
employees are not eligible to receive awards. Options may be granted to
employees by action of the Compensation Committee. The Compensation Committee
determines the terms of each option and the number of shares of common stock
subject to each option. The terms of each option need not be identical. Each
option is subject to the terms and conditions set forth in the 1996 Stock
Option Plan and such other terms and conditions established by the Compensation
Committee as are not inconsistent with the purpose and provisions of the 1996
Stock Option Plan. Each option granted is designated as either a nonqualified
stock option or an incentive stock option.

iXL expects that most options granted pursuant to the 1996 Stock Option
Plan will be subject to vesting over a period of years, such as 20% increments
each year over a period of five years, during which the optionholder must
continue to be an employee of iXL or one of its subsidiaries. The Compensation
Committee, however, may choose to impose different vesting requirements or none
at all. An optionholder has no rights as a stockholder with respect to any
shares covered by his or her option until the date a stock certificate is
issued for such shares following his or her exercise of such option.

Exercise of Options. Except as otherwise provided in the 1996 Stock
Option Plan, an option may be exercised, in whole or in part, on the date or
dates specified in the Award Agreement executed by and between iXL and an
eligible employee and thereafter shall remain exercisable until the expiration
or earlier termination of the option. Not less than 10 shares of common stock
may be purchased at one time unless the number purchased is the total number at
the time available for purchase under the terms of the option. No option
granted pursuant to the 1996 Stock Option Plan is transferable by an
optionholder other than by will or by the applicable laws of descent and
distribution, and such option is exercisable during the eligible employee's
lifetime only by the eligible employee.

1998 Non-Employee Stock Option Plan

iXL's 1998 Non-Employee Stock Option Plan contains essentially the same
terms as the 1996 Stock Option Plan, except that the 1998 Non-Employee Stock
Option Plan was established for grants to persons who are not employees of the
Company. Persons who may receive grants under the 1998 Non-Employee Stock
Option Plan include outside consultants and members of the Board of Directors
who are not employees of iXL and other non-employees who the Compensation
Committee determines have provided services to iXL. The 1998 Non-Employee Stock
Option Plan authorizes the granting of options for up to an aggregate maximum
of 1 million shares of iXL's common stock.

1999 Employee Stock Option Plan

The Board of Directors has adopted and the stockholders of iXL have
approved the 1999 iXL Enterprises, Inc. Stock Option Plan. The 1999 Stock
Option Plan provides for the grant of stock options, including incentive stock
options.

81
<PAGE>

Grant of Options. Stock options may be granted to key employees,
including executive officers of iXL, its subsidiaries and affiliates as
determined by the Compensation Committee. The number of employees participating
in the 1999 Stock Option Plan will vary from year to year. The shares to be
granted with respect to options under the 1999 Stock Option Plan shall be
shares of common stock, may consist, in whole or in part, of treasury stock or
authorized but unissued stock not reserved for any other purpose and may not
exceed 5 million, as such number may be adjusted to reflect changes in iXL's
capitalization.

If shares subject to an option under the 1999 Stock Option Plan cease to
be subject to the option, such shares will again be available for future grant
under the 1999 Stock Option Plan. In the event of certain changes in iXL's
capital structure affecting the common stock, the Compensation Committee may
make appropriate adjustments in the number and kinds of shares that may be
awarded and in the number and kinds of shares covered by options then
outstanding under the 1999 Stock Option Plan, and, where applicable, exercise
price of outstanding options under the 1999 Stock Option Plan. The 1999 Stock
Option Plan will be administered by the Compensation Committee.

The Compensation Committee may grant options to purchase shares of common
stock that are either "qualified," which includes those awards that satisfy the
requirements of Section 422 of the Internal Revenue Code for incentive stock
options, or "nonqualified," which includes those awards that are not intended
to satisfy the requirements of Section 422 of the Internal Revenue Code. Under
the terms of the 1999 Stock Option Plan, the exercise price of the options
will, unless the Compensation Committee determines otherwise, not be less than
such common stock's fair market value at the time of grant. The exercise price
of the options is payable in cash or its equivalent or by exchanging shares of
common stock owned by the participant, through an arrangement with a broker
approved by iXL where payment of the exercise price is accomplished with the
proceeds of the sale of common stock, or by a combination of the foregoing.

Exercise of Options. The options will generally have a term of ten years,
unless the Compensation Committee specifies a shorter term, and will become
exercisable following the performance of a minimum period of service or the
satisfaction of performance goals, as determined by the Compensation Committee.
If an option holder ceases employment with iXL as a result of the holder's
death, disability or retirement, the holder, or his or her beneficiary or legal
representative, may exercise any then exercisable option for a period of one
year, or a greater or lesser period as determined by the Compensation Committee
at grant, but in no event after the date the option otherwise expires. If an
option holder's employment is terminated for any other reason, the holder may
exercise any then exercisable option for a period of 30 days, or such greater
period not exceeding 90 days as determined by the Compensation Committee, but
in no event after the date the option otherwise expires; provided that if the
holder's employment is terminated for cause all of his or her options will
immediately terminate, regardless of whether then exercisable.

If there is a "change in control," all options that are not then vested
will become vested unless the options are either assumed or substituted for
equivalent options by the new controlling entity following the change in
control.

82
<PAGE>

CERTAIN TRANSACTIONS

iXL Equity Investments

The following table sets forth the purchases of iXL's capital stock by
iXL's executive officers, directors, five percent stockholders and their
respective affiliates and certain related parties:
<TABLE>
<CAPTION>
Aggregate
Date of Purchase
Purchaser Transaction Securities Purchased Price
--------- ----------- -------------------- ---------
<S> <C> <C> <C>
CB Capital Investors, December 17, 1997 46,153 shares of Class B Convertible $14,999,725
L.P. Preferred Stock, and warrants to
purchase 6,390 shares of Class B
Convertible Preferred Stock
December 17, 1997 9,232 shares of Class C Convertible 3,000,400
Preferred Stock
August 14, 1998 9,000 shares of Class D Nonvoting 9,000,000
Preferred Stock

General Electric Capital December 23, 1997 15,384 shares of Class B Convertible 4,999,800
Corporation Preferred Stock, and warrants to
purchase 1,775 shares of Class B
Convertible Preferred Stock
August 31, 1998 2,500 shares of Class D Nonvoting 2,500,000
Preferred Stock

General Electric Capital January 15, 1999 5,000 shares of Class A Convertible 5,000,000
Assurance Company Preferred Stock
(affiliate
of General Electric
Capital
Corporation)

GE Capital Equity June 8, 1998 1,500,000 shares of common stock 18,000,000
Investments,
Inc. (affiliate of
General
Electric Capital
Corporation)

General Electric Pension June 8, 1998 500,000 shares of common stock 6,000,000
Trust (affiliate of
General
Electric Capital
Corporation)

Greystone Capital January 15, 1999 10,000 shares of Class A Convertible 10,000,000
Partners I, Preferred Stock
L.P. (affiliate of
Thomas G.
Rosencrants, director of
iXL)

Kelso Equity Partners V, April 30, 1996 5,955 shares of Class A Convertible 595,500
L.P. Preferred Stock
(affiliate of Kelso
Investment
Associates V, L.P.)
April 4, 1997 3,302 shares of Class A Convertible 825,500
Preferred Stock
August 14, 1998 1,000 shares of Class D Nonvoting 1,000,000
Preferred Stock

</TABLE>
- --------
table continued on following page

83
<PAGE>

<TABLE>
<CAPTION>
Aggregate
Date of Purchase
Purchaser Transaction Securities Purchased Price
--------- ----------- -------------------- ---------
<S> <C> <C> <C>
Kelso Investment April 30, 1996 93,295 shares of Class A Convertible $ 9,329,500
Associates V,
L.P. Preferred Stock
April 4, 1997 35,818 shares of Class A Convertible 8,954,500
Preferred Stock
August 14, 1998 9,000 shares of Class D Nonvoting 9,000,000
Preferred Stock
David E. Clauson September 18, 1998 1,000 shares of Class A Convertible 1,000,000
Preferred Stock
U. Bertram Ellis, Jr. April 30, 1996 1,000 shares of Class A Convertible 100,000
Preferred Stock
September 30, 1996 9,000 shares of Class A Convertible 900,000
Preferred Stock
April 4, 1997 4,000 shares of Class A Convertible 1,000,000
Preferred Stock
August 28, 1998 1,000 shares of Class D Nonvoting 1,000,000
Preferred Stock

William C. Nussey August 25, 1998 100 shares of Class A Convertible 100,000
Preferred Stock

John Rocco (brother of February 20, 1998 615 shares of Class A Convertible 199,875
James R.
Rocco) Preferred Stock
</TABLE>

In connection with each of the issuances described above, the purchasers
listed above were required to execute iXL's stockholders' agreement and
registration rights agreement. Each issuance described above was valued based
on iXL's estimate of its fair market value at the time of each issuance. In the
case of the sales of common stock to GE Capital Equity Investments, Inc. and
General Electric Pension Fund, the purchase occurred simultaneous with the
closing of iXL's initial public offering at a purchase price equal to the
initial public offering price of $12.00 per share. The business purpose of each
issuance was to raise working capital, except for the issuance to Mr. Clauson,
which was made as a condition to his employment with iXL. As payment of a
portion of the purchase price for his shares, Mr. Clauson executed in favor of
iXL a promissory note in the original principal amount of $900,000. This note
is a non-recourse note secured by a pledge of the 1,000 shares of Class A
Convertible Preferred Stock held by Mr. Clauson. This note accrues simple
interest at a rate of 5.48% per annum, and matures on the earlier of September
18, 2001 or the date on which Mr. Clauson transfers any of the 1,000 shares of
Class A Convertible Preferred Stock held by him.

Each of the issuances described above, other than the issuance to Mr.
Clauson, was made contemporaneous with, and on identical terms as, issuances to
unaffiliated persons. The issuance to Mr. Clauson was also made at about the
same time and on identical terms as issuances made to unaffiliated persons,
with the sole exception that Mr. Clauson, as a condition of the initiation of
his employment, was permitted to pay a portion of the purchase price through
execution of the promissory note described above. This 5.48% interest rate of
the promissory note was determined with reference to the standard federal rate
in effect at the time of the execution of the note. For a description of the
securities issued in these transactions, see "Description of Capital Stock--
Description of Reclassified Securities."

CFN Equity Investments

On November 3, 1998, General Electric purchased 13,333,334 shares of
CFN's Series A Convertible Preferred Stock for an aggregate purchase price of
$10,000,000. In connection with this issuance, CFN, iXL, and General Electric
executed a Stockholders Agreement and a Registration Rights Agreement with
respect to CFN capital stock. This issuance was valued based on CFN's estimate
of its fair market value at the time of such issuance. The business purpose of
this issuance was to raise working capital for CFN and to establish a
relationship between General Electric and CFN. iXL believes that this issuance
was negotiated at arm's length

<PAGE>

and was made on terms no less favorable to iXL and CFN than could have been
obtained from unaffiliated third parties. At the time of this transaction,
General Electric beneficially owned less than 5% of the outstanding common
stock of iXL, on an as-converted basis.

On June 8, 1999, GE Capital Equity Investments, Inc. purchased 16,190,475
shares of CFN's Series B Convertible Preferred Stock for an aggregate purchase
price of $50 million. In connection with this issuance, CFN, iXL, and General
Electric executed amendments to the existing CFN Stockholders Agreement and to
the existing CFN Registration Rights Agreement, and an Investor Agreement with
CFN. Under the Registration Rights Agreement, iXL and General Electric have the
right to force a registration of CFN's capital stock. The business purpose of
this issuance was to raise working capital and to expand the relationship
between General Electric and CFN. This issuance was valued based on a
negotiated estimate of CFN's fair market value. iXL believes that this issuance
was negotiated at arm's length and was made on terms no less favorable to iXL
and CFN than could have been obtained from unaffiliated third parties.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Overview."

Acquisitions

In May 1996, iXL acquired Creative Video, Inc., Creative Video Library,
Inc., and Entrepreneur Television, Inc. In connection with that transaction,
Mr. Rocco received $2,478,800 in cash and 1,055,300 shares of common stock,
valued at $1.00 per share for the purpose of such acquisition, in exchange for
his capital stock holdings in such acquired entities, and Mr. Sikes received
$518,775 in cash and 221,100 shares of common stock, valued at $1.00 per share
for the purpose of such acquisition, in exchange for his capital stock holdings
in such acquired entities. Mr. Rocco held 46% of the equity of Creative Video,
Inc., 49% of the equity of Creative Video Library, Inc., and 50% of the equity
of Entrepreneur Television, Inc., and served as the Secretary, President, and
President of each company, respectively. Mr. Rocco also served as a Director of
each company. Mr. Sikes held 10% of the equity of Creative Video, Inc., 7% of
the equity of Creative Video Library, Inc., and 6% of the equity of
Entrepreneur Television, Inc., and served as a Director of each company. Mr.
Sikes also served as the President of Creative Video, Inc. and as the Treasurer
of Creative Video Library, Inc. In May 1997, iXL acquired BoxTop Interactive,
Inc. In connection with that transaction, Mr. Kevin Wall received 1,773,600
shares of common stock, valued at $2.50 per share for the purpose of such
acquisition, in exchange for his capital stock holdings in BoxTop Interactive,
Inc., which represented 52% of the equity.Mr. Wall served as the Chairman of
the Board and Chief Executive Officer of BoxTop Interactive, Inc. The valuation
of the shares issued to Mr. Rocco, Mr. Sikes, and Mr. Wall was determined by
negotiation.

Loans

From February 1997 to August 1998, Mr. Ellis and/or his wife made nine
separate loans to iXL in an aggregate principal amount of $12 million. The
maximum principal balance of these loans at any one time was $6 million. All
such loans accrued interest at a rate of either 10% or 12% per annum. All such
loans have been repaid in full with accrued interest. From September 1997 to
December 1997, Mr. James R. Rocco loaned iXL $300,000. These loans accrued
interest at a rate of 12% per annum, and have been repaid in full with accrued
interest. The purpose of each of the loans described in this paragraph was to
provide working capital to iXL.

From May 30, 1997 to March 30, 1998, Mr. Kevin Wall borrowed, from time
to time, amounts never exceeding $268,753 under a revolving line of credit from
iXL, at an interest rate of 8% per annum. The purpose of this loan was to
provide personal funds to Mr. Wall. This loan was repaid on March 30, 1998 from
the proceeds of the sale by Mr. Kevin Wall to iXL of 184,616 shares of common
stock for a purchase price of $3.25 per share. The valuation of these shares
was determined by negotiation.

Chase Manhattan Bank is the Administrative Agent and sole lender under
iXL's credit facility. Chase Manhattan Bank is a limited partner of CB Capital
Investors, L.P. For a description of the material terms of iXL's credit
facility, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources."

85
<PAGE>

Other Transactions

In April 1996, iXL paid Kelso & Company a fee of $150,000 for financial
advisory services and reimbursed Kelso & Company for out-of-pocket expenses
incurred in connection with rendering such services. In addition, iXL agreed to
pay Kelso & Company an annual fee of $15,000 for continuing financial advisory
services and to reimburse Kelso & Company for out-of-pocket expenses incurred,
which in 1996, 1997 and 1998 totaled approximately $13,000, $75,000 and
$85,000, respectively. iXL has also agreed to indemnify Kelso & Company against
certain claims, losses, damages, liabilities and expenses which may arise in
connection with rendering such financial advisory services. Kelso & Company
has, other than with respect to such indemnification and expenses provisions,
terminated its annual financial services agreement. In connection with
consulting services regarding iXL's initial public offering, iXL paid Kelso &
Company a fee equal to $750,000 upon the closing of the initial public
offering, payable in 62,500 shares of common stock (based on the gross offering
price prior to underwriting and other selling discounts). The business purpose
of these transactions was to secure the advisory services of Kelso & Company.

iXL has issued to General Electric Capital Corporation warrants to
purchase 500,000 shares of common stock at an exercise price of $10.00 per
share in exchange for marketing services. The business purpose of this
transaction was to promote awareness of iXL's services.

On June 8, 1999, iXL issued to GE Capital Equity Investments, Inc.
warrants to purchase 1,500,000 shares of common stock at an exercise price per
share equal to the initial public offering price of $12.00 per share. These
warrants were issued in exchange for the implementation of a mutually
satisfactory marketing campaign and as an incentive to make CFN's platform
available to GE Capital Equity Investments, Inc. employees. The marketing
campaign is governed by a marketing agreement which provides for the delivery
by General Electric of marketing services expected to advertise General
Electric's relationships with iXL and CFN and to improve awareness of iXL's and
CFN's services. iXL believes these services to be valued at $1.2 million. The
business purpose of this transaction was to promote awareness of iXL's services
and to secure additional eligible employees to CFN's member base. CFN and
General Electric are also discussing other expansions of this relationship,
including co-marketing, data sharing, cross selling, technology licensing and
other similar arrangements.

The stockholders of iXL Interactive Excellence, Inc. were parties to a
Stock Option Agreement, dated October 24, 1994, pursuant to which Ellis
Communications, Inc. had an option to acquire 100% of the capital stock of iXL
Interactive Excellence, Inc. from such stockholders. In connection with the
proposed sale of Ellis Communications, Ellis Communications and the iXL
Interactive Excellence, Inc. stockholders desired to terminate this Stock
Option Agreement, and pursuant to a Termination Agreement dated March 26, 1996
and a fairness opinion from an investment banking firm, such iXL Interactive
Excellence, Inc. stockholders paid ECI $100,000 as consideration for
termination of this Stock Option Agreement. Ellis Communications, at such time,
was controlled by affiliates of Kelso & Company, and Mr. Ellis was the
President, Chief Executive Officer and Chairman of the Board of Directors of
Ellis Communications.

Mr. Ellis is a limited partner in the partnership that owns the building
in which iXL began leasing space in May 1997. Pursuant to the terms of the
lease, iXL currently pays rent of approximately $93,000 per month, and the
lease expires December 31, 2008. In 1996, 1997 and 1998, iXL paid total annual
rent of approximately $6,000, $347,000 and $628,000, respectively. iXL believes
its lease of such space is at fair market value and was negotiated on an arm's-
length basis. iXL's effective lease rate is $14.64 per square foot, compared to
a range of $12.50 to $16.50 per square foot for comparable space.

In June 1998, iXL, Inc. created a new wholly owned subsidiary,
Permit.Com, Inc., a Delaware corporation. In exchange for additional stock of
Permit.Com, Inc., iXL, Inc. then transferred all of the assets related to the
Permit.Com division and operations of iXL, Inc. to Permit.Com, Inc.
Subsequently, the sole director of iXL, Inc. approved and declared a dividend
of all of the outstanding common stock (100,000 shares)

86
<PAGE>

of Permit.Com, Inc. to iXL as the sole shareholder of iXL, Inc. On June 26,
1998, the Board of Directors of iXL approved and declared a dividend of the
common stock of Permit.Com, Inc. payable to stockholders of iXL of record as of
June 1, 1998. The aggregate value of this dividend was approximately $420,000,
based on an independent appraisal of the Permit.Com assets.

Each of iXL and CFN provides services in the ordinary course of business
to WebMD, Inc., for which Mr. Jeffrey T. Arnold serves as Chairman and Chief
Executive Officer and Mr. Ellis serves as a Director and is also a shareholder,
CB Capital Investors, L.P., General Electric Capital Corporation, and Kelso &
Company, or their respective affiliates. In 1998 iXL recognized revenues of
approximately $1.4 million and $200,000, respectively, from CB Capital
Investors, L.P., and General Electric Capital Corporation or their respective
affiliates. In 1997 and 1998 iXL recognized revenues from WebMD, Inc. of
approximately $53,000 and $5.5 million, respectively. In 1997 and 1998, iXL
recognized revenues from Kelso & Company or its affiliates of approximately
$100,000 and $300,000, respectively.

iXL-New York, Inc., a wholly owned subsidiary of iXL, and General
Electric have executed a Master Services Agreement under which iXL will provide
services in the ordinary course of business to General Electric. Under this
agreement, General Electric will be obligated to pay to iXL, for the first year
of the term of the contract, the greater of $20 million or the actual billed
value of the services provided by iXL. If at the end of the first year, General
Electric has not used $20 million worth of services, it will have an additional
three months to use the remaining balance. There are no guaranteed minimum
payments after this initial period. This contract has a five-year term and is
terminable by General Electric after the first anniversary of the contract. In
partial consideration of this contract, iXL issued to GE Capital Equity
Investments, Inc. warrants to purchase 1,000,000 shares of common stock for an
exercise price of $15.00 per share. The business purpose of this transaction
was to help solidify and expand its relationship with General Electric. The
terms of this arrangement are similar to the terms of iXL's arrangement with
Delta Air Lines, Inc.

iXL has entered into a Stockholders' Agreement with some of its
stockholders. iXL has also entered into a Registration Rights Agreement with
some of its stockholders. See "Management--Amended Stockholders Agreement" and
"Description of Capital Stock--Registration Rights Agreement."

iXL believes that all of the transactions set forth above were negotiated
at arm's length and were made on terms no less favorable to iXL than could have
been obtained from unaffiliated third parties.

87
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to iXL with
respect to the beneficial ownership of the common stock as of June 8, 1999, for
each stockholder who is known by iXL to beneficially own more than 5% of the
common stock, each of iXL's directors, as its Chief Executive Officer and the
other four highest paid executive officers and all directors and executive
officers of iXL as a group:

<TABLE>
<CAPTION>
Shares of Percentage
Common Stock Ownership
Beneficially Prior to the
Stockholder Owned Offering
----------- ------------ ------------
<S> <C> <C>
Kelso Investment Associates V, L.P. and
Kelso Equity Partners V, L.P. ...................... 15,656,096 24.6%
Joseph S. Schuchert................................ -- --
Frank T. Nickell................................... -- --
Thomas R. Wall, IV................................. -- --
George E. Matelich................................. -- --
Michael B. Goldberg................................ -- --
David I. Wahrhaftig................................ -- --
Frank K. Bynum, Jr. ............................... -- --
Philip E. Berney................................... 10,000 *
c/o Kelso & Company
320 Park Avenue
24th Floor
New York, NY 10022
CB Capital Investors, L.P. .......................... 7,939,427 12.5%
CB Capital Investors, Inc.......................... -- --
Jeffrey C. Walker.................................. -- --
380 Madison Avenue
12th Floor
New York, NY 10017-2591
General Electric Capital Corporation, General
Electric Capital Assurance Company, GE Capital
Equity Investments, Inc. and General Electric
Pension Trust ...................................... 5,204,159 8.1%
120 Long Ridge Road
Stamford, CT
U. Bertram Ellis, Jr. ............................... 2,929,486 4.5%
Kevin M. Wall........................................ 2,292,884 3.6%
James R. Rocco....................................... 1,207,040 1.9%
William C. Nussey.................................... 692,384 1.1%
Barry T. Sikes....................................... 473,100 *
Thomas G. Rosencrants................................ 1,000,000 1.6%
Jerome D. Colonna.................................... 882,169 1.4%
All Directors and Executive Officers as a Group
(11 persons)........................................ 33,510,318 49.3%
</TABLE>
- --------
* Less than 1% of the outstanding shares of the class of securities.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except as indicated by footnote, and subject
to community property laws where applicable, the persons named in the table
above have sole voting and investment power with respect to all shares of
common stock. The number of shares beneficially owned includes shares of common
stock issuable upon the exercise of options or warrants that are currently
exercisable or exercisable within 60 days of June 8, 1999. Percentage of
beneficial ownership is based on 63,547,800 shares of common stock outstanding
as of June 8, 1999.

88
<PAGE>

Messrs. Schuchert, Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum
and Berney may be deemed to share beneficial ownership of shares of common
stock owned of record by Kelso Investment Associates V, L.P. and Kelso Equity
Partners V, L.P., by virtue of their status as general partners of the general
partner of Kelso Investment Associates V, L.P. and as general partners of Kelso
Equity Partners V, L.P. Messrs. Schuchert, Nickell, Wall, Matelich, Goldberg,
Wahrhaftig, Bynum and Berney share investment and voting power with respect to
securities owned by Kelso Investment Associates V, L.P. and Kelso Equity
Partners V, L.P., but disclaim beneficial ownership of such securities.

Information for Kelso Investment Associates V, L.P. and Kelso Equity
Partners V, L.P. includes 14,673,227 shares held by Kelso Investment Associates
V, L.P. and 982,869 shares held by Kelso Equity Partners V, L.P. Kelso
Investment Associates V, L.P. and Kelso Equity Partners V, L.P., due to their
common control, could be deemed to beneficially own each of the other's shares,
but disclaim such beneficial ownership. Mr. Nickell could be deemed to
beneficially own 800 shares of common stock owned by trusts of which
Mr. Nickell is the trustee; however, Mr. Nickell disclaims such beneficial
ownership. Mr. Thomas Wall could be deemed to beneficially own 200,300 shares
of common stock owned by trusts of which Mr. Wall is the trustee; however, Mr.
Wall disclaims such beneficial ownership.

CB Capital Investors, Inc. is the general partner of CB Capital
Investors, L.P., and accordingly may be deemed to beneficially own the shares
owned by CB Capital Investors, L.P. Mr. Walker is currently and prior to May
31, 1999, Mr. Greene was, a general partner of Chase Capital Partners, a New
York general partnership, which is the sole limited partner and investment
advisor of CB Capital Investors, L.P. Accordingly, Mr. Walker and Mr. Greene
could be deemed to beneficially own the shares beneficially owned by CB Capital
Investors, L.P. However, Mr. Walker and Mr. Greene disclaim beneficial
ownership of all common stock owned by CB Capital Investors, L.P., except an
indeterminate number thereof in which they each have a continuing pecuniary
interest as a current and former (respectively) general partner of Chase
Capital Partners. The Chase Manhattan Bank is the sole stockholder of CB
Capital Investors, Inc., and accordingly may be deemed to beneficially own the
shares owned by CB Capital Investors, L.P. However, The Chase Manhattan Bank
disclaims this beneficial ownership. The Chase Manhattan Corporation is the
sole stockholder of The Chase Manhattan Bank, and accordingly may be deemed to
beneficially own the shares owned by CB Capital Investors, L.P. However, The
Chase Manhattan Corporation disclaims this beneficial ownership.

Information for General Electric Capital Corporation, General Electric
Capital Assurance Company, GE Capital Equity Investments, Inc. and General
Electric Pension Trust includes (a) for General Electric Capital Corporation:
2,204,159 shares of common stock currently held and 500,000 shares of common
stock issuable upon the exercise of warrants exercisable within 60 days of the
date hereof, (b) for General Electric Capital Assurance Company: 500,000 shares
of common stock currently held, (c) for GE Capital Equity Investments, Inc.:
1,500,000 shares of common stock currently held, and (d) for General Electric
Pension Trust: 500,000 shares of common stock currently held. Excludes
2,500,000 shares of common stock issuable to GE Capital Equity Investments,
Inc. upon the exercise of warrants which are not exercisable within 60 days
from the date hereof.

Information for U. Bertram Ellis, Jr. includes 1,330,000 shares of common
stock issuable upon exercise of options exercisable within 60 days from the
date hereof. Excludes 2,058,889 shares of common stock issuable upon exercise
of options which are not exercisable within 60 days from the date hereof.

Information for Kevin M. Wall includes 703,900 shares of common stock
issuable upon exercise of options exercisable within 60 days from the date
hereof. Excludes 102,000 shares of common stock issuable upon exercise of
options which are not exercisable within 60 days from the date hereof.

Information for James R. Rocco includes 178,740 shares of common stock
issuable upon exercise of options exercisable within 60 days from the date
hereof. Excludes 296,260 shares of common stock issuable upon exercise of
options which are not exercisable within 60 days from the date hereof.

89
<PAGE>

Information for William C. Nussey includes 746,934 shares of common stock
issuable upon exercise of options exercisable within 60 days from the date
hereof. Excludes 1,097,342 shares of common stock issuable upon exercise of
options which are not exercisable within 60 days from the date hereof.

Information for Barry T. Sikes includes 252,000 shares of common stock
issuable upon exercise of options exercisable within 60 days from the date
hereof. Excludes 333,500 shares of common stock issuable upon exercise of
options which are not exercisable within 60 days from the date hereof.

Thomas G. Rosencrants is a general partner of Greystone Capital Partners
I, L.P., which holds 1,000,000 shares of common stock. Mr. Rosencrants
disclaims beneficial ownership of such shares.

Jerome D. Colonna is a partner in Flatiron Partners, LLC, which
beneficially owns 195,769 shares of common stock held by Flatiron Fund 1998/99,
LLC and 686,400 shares of common stock held by Flatiron Fund, LLC. Mr. Colonna
disclaims beneficial ownership of such shares.

90
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of the capital stock of iXL and material
provisions of iXL's Certificate of Incorporation and Bylaws is a summary and is
qualified by reference to the provisions of the Certificate of Incorporation
and Bylaws, which have been filed as exhibits to iXL's Registration Statement
of which this prospectus is a part.

The authorized capital stock of iXL is 205,000,000 shares, consisting of
200,000,000 shares of common stock, par value $0.01 per share, and 5,000,000
shares of undesignated preferred stock, par value $0.01 per share.

Common Stock

As of June 25, 1999, there were 64,456,900 shares of common stock
outstanding.

Common stock is entitled to one vote per share on all matters on which
stockholders are entitled to vote. Common stock does not have cumulative voting
rights or other preemptive or subscription rights, and is not redeemable by
iXL. Holders of shares of common stock are entitled to any dividends as may be
declared by the Board of Directors out of legally available funds. Upon
liquidation, dissolution or winding-up of iXL, after required payments to
creditors, the assets of iXL will be divided pro rata on a per share basis
among the holders of the common stock.

Description of Reclassified Securities

Class A, Class B, and Class C Convertible Preferred Stock and Class D
Nonvoting Preferred Stock were reclassified as common stock upon the closing of
iXL's initial public offering. No Preferred Stock is outstanding after iXL's
initial public offering. The following descriptions of these classes of
preferred stock are based upon the provisions in effect immediately prior to
reclassification.

Based on the conversion mechanics in effect immediately prior to the
reclassification of iXL's preferred stock into common stock upon the closing of
iXL's initial public offering:

. each share of Class A, Class B, and Class C Convertible Preferred
Stock was convertible into 100 shares of Class A Common Stock,
each share of which was in turn convertible into one share of
Class B Common Stock; and

. each share of Class A and Class B Convertible Preferred Stock was
entitled to 1,000 votes; Class C Convertible Preferred Stock is
not entitled to any voting rights.

Class A, Class B, and Class C Convertible Preferred Stock were entitled to
receive dividends pro rata with dividends properly declared and paid with
respect to the common stock, on a basis as if the Class A, Class B, and Class C
Convertible Preferred Stock were converted into Class A Common Stock. Upon a
voluntary or involuntary dissolution, liquidation or winding-up of iXL, after
payments to creditors but prior to any payments in respect of any common stock,
holders of Class A, Class B, and Class C Convertible Preferred Stock were
entitled to receive a liquidation preference equal to the price at which the
stock was originally issued by iXL, subject to proportional adjustment upon any
subdivision or combination of such class of preferred stock occurring after
December 17, 1997. iXL could redeem all outstanding Class A, Class B, and Class
C Convertible Preferred Stock upon a change of control. Holders of Class B and
Class C Convertible Preferred Stock had the right at their option to require
iXL to redeem such stock held by them at any time on or after
December 31, 2004.

Class D Nonvoting Preferred Stock had no voting rights. The Class D
Nonvoting Preferred Stock was entitled to receive dividends which accrued on a
daily basis at the rate of 12% per annum. Dividends were not required to be
paid until the earlier of the date occurring three years and six months after
August 14, 1998, or upon the initial public offering of the common stock. Upon
a voluntary or involuntary dissolution, liquidation or winding-up of iXL, after
payments to creditors but prior to any payments in respect of any other
preferred stock or common stock, holders of Class D Nonvoting Preferred Stock
were entitled to receive a liquidation preference equal to $1,000 per share
plus any accrued but unpaid dividends to the date of

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<PAGE>

payment. Holders of Class D Nonvoting Preferred Stock had the right at their
option to require iXL to redeem Class D Nonvoting Preferred Stock held by them
at any time after August 14, 2005, or at any time after one of the following
redemption events, if earlier:

. a breach of the dividend payment provisions of the Class D
Nonvoting Preferred Stock;

. a bankruptcy of iXL or any of its subsidiaries;

. a judgment for payment of money in an amount exceeding
$5,000,000;

. the acceleration of indebtedness in an amount exceeding
$5,000,000;

. a breach of the documents governing the issuance of the Class D
Nonvoting Preferred Stock; and

. a change of control.

iXL could, at its option, redeem all or less than all of the outstanding Class
D Nonvoting Preferred Stock at any time. Upon redemption, the holders of Class
D Nonvoting Preferred Stock would receive $1,000 per share plus any accrued but
unpaid dividends to the date of payment, and assuming the initial public
offering of the common stock occurred prior to August 14, 1999, approximately
104.27 shares of common stock for each share of Class D Nonvoting Preferred
Stock redeemed.

Blank Check Preferred Stock

The Board of Directors have the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of preferred stock in one or more
series, and to fix the rights, designations, preferences, privileges,
qualifications and restrictions of the preferred stock, including dividend
rights, conversion rights, voting rights, rights and terms of redemption,
liquidation preferences and sinking fund terms, any or all of which may be
greater than the rights of the common stock. No shares of preferred stock are
currently outstanding. The issuance of preferred stock could adversely affect
the voting power of holders of common stock and the likelihood that such
holders will receive dividend payments and payments upon liquidation. Such
issuance could have the effect of decreasing the market price of the common
stock. The issuance of preferred stock may have the effect of delaying,
deterring or preventing a change in control of iXL without any further action
by the stockholders. iXL has no present plans to issue any shares of preferred
stock.

Registration Rights Agreement

iXL, Kelso Investment Associates V, L.P., Kelso Equity Partners V, L.P.
and CB Capital Investors, L.P. and most other stockholders of iXL prior to
iXL's initial public offering are parties to a Registration Rights Agreement,
dated as of April 30, 1996. All shares of common stock outstanding prior to
iXL's initial public offering, as well as (1) all shares of common stock
issuable upon exercise of warrants outstanding prior to iXL's initial public
offering, (2) all shares of common stock issuable upon the reclassification of
the iXL's preferred stock upon the closing of iXL's initial public offering,
and (3) all shares of common stock to be held by Kelso Equity Partners V, L.P.
that are issuable in connection with the fee payable to Kelso & Company upon
the closing of iXL's initial public offering, are subject to the Registration
Rights Agreement. The Registration Rights Agreement, at any time and from time
to time after May 1, 1997, the holder or holders of 50% or more of the common
stock may request that iXL effect a demand registration under the Securities
Act of the common stock held by the majority stockholders. After this request,
iXL must use its best efforts to effect such a registration of all common stock
held by the majority stockholders and all other holders of common stock.

In addition to the demand registration, if iXL at any time proposes to
effect a registration of its equity securities and the type of registration
permits, all holders of common stock may include their shares in that
registration. The number of shares to be registered under a demand registration
or a piggyback registration may be reduced on a pro rata basis if the managing
underwriter in an underwritten offering or the investment banker

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in a non-underwritten offering advises iXL that the number of shares requested
to be so included exceeds the number which can be sold in the offering. The
registration rights agreement provides for cross-indemnification by iXL and the
sellers of common stock for losses, claims and damages incurred by the other
resulting from untrue statements or omissions contained in the registration
statement. All expenses incurred in connection with each registration under the
Registration Rights Agreement will be paid by iXL. Additionally, pursuant to
the Registration Rights Agreement, all stockholders who purchased iXL's capital
stock prior to iXL's initial public offering have agreed not to effect any
public sale or distribution of their stock during the 180 days after the
closing of iXL's initial public offering. For a description of the fee payable
to Kelso & Company described above, see "Certain Transactions."

Certain Antitakeover Effects of Provisions of iXL's Certificate of
Incorporation and Bylawsand Delaware Law

General. Provisions of the Delaware General Corporation Law and iXL's
Certificate of Incorporation and Bylaws could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party to
acquire, control of iXL. These provisions could limit the price that investors
might be willing to pay in the future for shares of iXL's common stock. These
provisions of Delaware law and iXL's Certificate of Incorporation and Bylaws
may also have the effect of discouraging or preventing certain types of
transactions involving an actual or threatened change of control of iXL,
including unsolicited takeover attempts, even though such a transaction may
offer iXL's stockholders the opportunity to sell their stock at a price above
the prevailing market price. iXL's Certificate of Incorporation allows iXL to
issue preferred stock with rights senior to those of the common stock and other
rights that could adversely affect the interests of holders of common stock,
which could decrease the amount of earnings or assets available for
distribution to the holders of common stock or could adversely affect the
rights and powers, including voting rights, of the holders of common stock. In
some circumstances, this type of issuance could have the effect of decreasing
the market price of the common stock, as well as having the antitakeover effect
discussed above. See "Risk Factors--Risks Related to the Offering--Antitakeover
provisions of our Certificate of Incorporation and Bylaws, and Delaware law
could prevent or delay a change of control."

Delaware Takeover Statute. iXL is subject to Section 203 of the Delaware
General Corporation Law, which prohibits a Delaware corporation from engaging
in a "business combination" with some persons for three years following the
date any of these persons becomes an interested stockholder. Interested
stockholders generally include persons who are the beneficial owners of 15% or
more of the outstanding voting stock of the corporation and persons who are
affiliates or associates of the corporation and who hold 15% or more of the
corporation's outstanding voting stock at any time within three years before
the date on which that person's status as an interested stockholder is
determined. A business combination includes:

. a merger or consolidation;

. the sale, lease, exchange, mortgage, pledge, transfer or other
disposition of assets having an aggregate market value equal to
10% or more of either the aggregate market value of all assets of
the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the
corporation;

. any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested
stockholder, except in a transaction that effects a pro rata
distribution to all stockholders of the corporation;

. any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or
series, or securities convertible into the stock of any class or
series, of the corporation that is owned directly or indirectly by
the interested stockholder; or

. any receipt by the interested stockholder of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.

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<PAGE>

Section 203 of the Delaware General Corporation Law does not apply to a
business combination if before a person becomes an interested stockholder, the
board of directors of the corporation approved the transaction in which the
interested stockholder became an interested stockholder or approved the
business combination, or upon completion of the transaction that resulted in
the interested stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, other than the affirmative
vote of the holders of at least two-thirds of the outstanding voting stock of
the corporation not owned by the interested stockholder.

Certificate of Incorporation and Bylaws. iXL's Bylaws also require that
special meetings of the stockholders of iXL may be called only by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer of iXL or
by any person or persons holding shares representing at least 20% of the
outstanding capital stock. iXL's Bylaws also require advance written notice,
which must be received by the Secretary of iXL not less than 90 days prior to
the meeting, by a stockholder of a proposal or directors nomination which such
stockholder desires to present at an annual or special meeting of
stockholders. iXL's Certificate of Incorporation does not include a provision
for cumulative voting in the election of directors. Under cumulative voting, a
minority stockholder holding a sufficient number of shares may be able to
ensure the election of one or more directors. The absence of cumulative voting
may have the effect of limiting the ability of minority stockholders to effect
changes in the Board of Directors and, as a result, may have the effect of
deterring a hostile takeover or delaying or preventing changes in control or
management of iXL.

iXL's Bylaws provide that the authorized number of directors may be
changed only by a resolution adopted by a majority of the entire Board of
Directors. Vacancies in the Board of Directors may be filled by a majority of
directors in office, although less than a quorum. See "Risk Factors--Risks
Related to the Offering--Anti-takeover provisions of our Certificate of
Incorporation and Bylaws, and Delaware law could prevent or delay a change of
control."

No Shareholder Action by Written Consent. The Certificate of
Incorporation prohibits stockholders from taking action by written consent in
lieu of an annual or special meeting, and thus stockholders are only able to
take action at an annual or special meeting called in accordance with the
Bylaws.

Transfer Agent and Registrar

SunTrust Bank, Atlanta acts as transfer agent and registrar for the
common stock.

Listing

The common stock is quoted on the Nasdaq National Market under the
trading symbol "IIXL."

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

The shares of common stock issuable pursuant to this offering (up to
4,000,000 shares) will be freely tradable after their issuance by persons not
affiliated with iXL, unless iXL contractually restricts their sale. iXL
anticipates that the agreements entered into in connection with the issuance of
shares in this offering will restrict the resale of all or a portion of the
shares issued for varying periods of time.

On June 25, 1999, 64,456,900 shares of common stock were outstanding. Of
these shares, all of the 6,900,000 shares sold in iXL's initial public offering
will be freely tradeable, other than 600,000 shares sold to purchasers
designated by iXL which are subject to a lockup period of 180 days after the
closing of iXL's initial public offering (until November 30, 1999), or are
purchased by affiliates of iXL, as that term is defined in Rule 144 under the
Securities Act of 1933. The remaining 57,556,900 shares of common stock held by
stockholders are "restricted securities," as that term is defined in Rule 144
under the Securities Act. Restricted securities may be sold in the public
market only if registered or if they qualify for an exemption from registration
under Rule 144 or 701 promulgated under the Securities Act. As a result of
contractual restrictions, the 180-day lock-ups described below and the
provisions of Rules 144 and 701, additional shares will be available for sale
in the public market as follows:

. no restricted securities will be eligible for immediate sale on
the date of this prospectus;

. 111,828 restricted securities issuable pursuant to stock options
will be eligible for sale 90 days after the closing of iXL's
initial public offering (until September 1, 1999);

. 56,908,400 restricted securities--plus 11,232,603 shares of common
stock issuable pursuant to stock options--will be eligible for
sale upon expiration of the lock-up agreements described below 180
days after the closing of iXL's initial public offering (until
November 30, 1999); and

. the remainder of the restricted securities will be eligible for
sale from time to time thereafter upon expiration of their
respective one-year holding periods.

In general, under Rule 144 as currently in effect, a person, including an
affiliate, who has beneficially owned restricted shares for at least one year
from the later of the date the restricted securities were acquired from iXL or,
if applicable, from an affiliate on the date on which they were fully paid, is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the then-outstanding shares of common stock or
the average weekly trading volume of the common stock in the public market as
reported through the Nasdaq National Market during the four calendar weeks
preceding such sale. Sales under Rule 144 are also subject to requirements as
to the manner and notice of sale and the availability of public information
about iXL.

Restricted securities held by affiliates of iXL are subject to the
foregoing volume limitations, holding period and other restrictions under Rule
144. Affiliates may sell shares other than restricted securities in accordance
with the foregoing volume limitations and other restrictions, but without
regard to any holding period.

Further, under Rule 144(k), if a period of at least two years has elapsed
since the later of the date restricted securities were acquired from iXL or
from an affiliate of iXL or the date on which they were fully paid, a holder of
restricted securities who is not an affiliate of iXL at the time of sale, and
has not been an affiliate of iXL for at least three months prior to the sale,
would be entitled to sell the shares immediately without regard to volume
limitations and the other conditions described above.

Prior to iXL's initial public offering, there had been no market for the
common stock and no prediction can be made as to the effect, if any, that the
market sales of shares or the availability of such shares for sale will have on
the market price of the common stock from time to time. Nevertheless, sales of
substantial amounts of common stock in the public market could have an adverse
impact on the market price of our common stock and iXL's ability to raise
additional capital.

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<PAGE>

In general, under Rule 701 of the Securities Act as currently in effect,
any employee, officer, director, consultant or advisor of iXL who purchased
shares from iXL in connection with a compensatory stock or option plan or
written employment agreement is eligible to resell such shares 90 days after
the effective date of iXL's initial public offering in reliance on Rule 144,
but without compliance with certain restrictions, including the holding period,
contained in Rule 144.

iXL may file a registration statement under the Securities Act to
register shares of common stock reserved for issuance under its stock option
plans after 180 days after iXL's initial public offering, thus permitting the
resale of such shares by non-affiliates in the public market without
restriction under the Securities Act. See "Management--Stock Option Plans."
Such registration statement would become effective immediately upon filing. As
of June 25, 1999, options to purchase approximately 27,909,119 shares of common
stock were outstanding under iXL's stock option plans.

The holders of approximately 60,547,800 shares of common stock, including
approximately 3,000,000 shares of common stock issuable upon exercise of
outstanding warrants, will be entitled to certain rights with respect to the
registration of such shares under the Securities Act. See "Description of
Capital Stock--Registration Rights Agreement."

The holders of substantially all of the shares of common stock, options
and warrants currently outstanding and all executive officers and directors of
iXL have agreed that for a period of 180 days after iXL's initial public
offering they will not offer, sell or otherwise dispose of, any shares of
common stock, options or warrants to acquire shares of common stock or
securities exchangeable for or convertible into common stock. However, Merrill
Lynch & Co. as the lead underwriter in iXL's initial public offering, in its
sole discretion, may release such persons from these lock-up agreements, in
whole or in part, at any time without notice. Stockholders holding a majority
of the common stock outstanding prior to iXL's initial public offering have the
right to demand the registration of their shares for sale to the public market
at any time after the expiration of the 180-day lock-up described above. In
addition, substantially all of the holders of shares of common stock and
warrants to purchase shares of common stock are entitled to certain rights to
participate with respect to registration of such shares for sale to the public
market. iXL may also file a Registration Statement on Form S-8 after 180 days
after iXL's initial public offering to register shares of common stock reserved
for issuance under its stock option plans, thus permitting the resale of shares
of common stock received upon exercise of stock options by non-affiliates in
the public market without restriction under the Securities Act.

PLAN OF DISTRIBUTION

iXL will issue the common stock from time to time in connection with the
acquisition by iXL of other businesses, assets or securities. It is expected
that the terms of the acquisitions involving the issuance of securities covered
by this prospectus will be determined by direct negotiations with the owners or
controlling persons of the businesses, assets or securities to be acquired by
iXL. No underwriting discounts or commissions will be paid in connection with
the issuance of the common stock by iXL, although finder's fees may be paid
from time to time with respect to specific mergers or acquisitions. Any person
receiving such fees may be deemed to be an underwriter within the meaning of
the Securities Act of 1933.

RESTRICTIONS ON RESALE

The common stock offered hereby is registered under the Securities Act of
1933, but this registration does not cover resale or distribution by the person
who receives common stock issued by iXL in its acquisitions. Affiliates of
entities acquired by iXL who do not become affiliates of iXL may not resell
common stock registered under the Registration Statement to which this
prospectus relates except pursuant to an effective registration statement under
the Securities Act covering such shares, or in compliance with Rule 145
promulgated under the Securities Act or another applicable exemption from the
registration requirements of the

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Securities Act. Generally, Rule 145 permits such affiliates to sell such shares
immediately following the acquisition in compliance with certain volume
limitations and manner of sale requirements. Under Rule 145, sales by such
affiliates during any three-month period cannot exceed the greater of (1) 1% of
the shares of common stock of iXL outstanding and (2) the average weekly
reported volume of trading of such shares of common stock on all national
securities exchanges during the four calendar weeks preceding the proposed
sale. These restrictions will cease to apply under most other circumstances if
the affiliate has held the common stock for at least two years, provided that
the person or entity is not then an affiliate of iXL. Individuals who are not
affiliates of the entity being acquired and do not become affiliates of iXL
will not be subject to resale restrictions under Rule 145 and, unless otherwise
contractually restricted, may resell common stock immediately following the
acquisition without an effective registration statement under the Securities
Act. The ability of affiliates to resell shares of the common stock under Rule
145 will be subject to iXL having satisfied its reporting requirements under
the Securities Exchange Act of 1934, as amended, for specified periods prior to
the time of sale.

LEGAL MATTERS

Certain legal matters with respect to the validity of the issuance of the
shares of common stock offered hereby will be passed upon for iXL by Minkin &
Snyder, a Professional Corporation, Atlanta, Georgia. As of June 25, 1999,
attorneys employed by Minkin & Snyder hold 148,378 shares of common stock and
options to purchase 11,449 shares of common stock. From September 1997 to
December 17, 1997, Mr. James S. Altenbach, a member of Minkin & Snyder, loaned
$100,000 to iXL at an interest rate of 12% per annum. Mr. Altenbach currently
serves as Secretary of iXL and its subsidiaries including CFN.

EXPERTS

The financial statements included in this prospectus have been audited by
PricewaterhouseCoopers LLP, independent accountants. The companies and periods
covered by these audits are indicated in the individual reports of
PricewaterhouseCoopers LLP. Such financial statements have been so included in
reliance on the reports of PricewaterhouseCoopers LLP given on the authority of
said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

iXL has filed with the Securities and Exchange Commission a Registration
Statement on Form S-4 under the Securities Act, and the rules and regulations
promulgated thereunder, with respect to the common stock offered hereby. This
prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules to the Registration Statement. For further information
with respect to iXL and the common stock, reference is hereby made to such
Registration Statement and the exhibits and schedules to the Registration
Statement, which may be inspected and copied at the principal office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional
offices of the Commission located at Seven World Trade Center, Suite 1300, New
York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and copies of all or any part thereof may be obtained
at prescribed rates from the Commission's Public Reference Section at such
addresses. Also, the Commission maintains a World Wide Web site on the
Internet, at http://www.sec.gov, that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. Statements contained in the prospectus as to the contents
of any contract or other document that is filed as an exhibit to the
Registration Statement are qualified by reference to the full text of the
relevant contract or document.

iXL intends to furnish its stockholders with annual reports containing
financial statements audited by an independent public accounting firm and make
available to its stockholders quarterly reports for the first three quarters of
each fiscal year containing interim unaudited financial information.

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<PAGE>

iXL ENTERPRISES, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
iXL ENTERPRISES, INC.
Report of Independent Accountants.......................................... F-3
Consolidated Balance Sheet................................................. F-4
Consolidated Statement of Operations....................................... F-5
Consolidated Statement of Changes in Stockholders' Equity.................. F-6
Consolidated Statement of Cash Flows....................................... F-7
Notes to Consolidated Financial Statements................................. F-8

BOXTOP INTERACTIVE, INC.
Report of Independent Accountants.......................................... F-31
Balance Sheet.............................................................. F-32
Statement of Operations.................................................... F-33
Statement of Shareholders' Deficit......................................... F-34
Statement of Cash Flows.................................................... F-35
Notes to Financial Statements.............................................. F-36

GREEN ROOM PRODUCTIONS L.L.C.
Report of Independent Accountants.......................................... F-43
Balance Sheet.............................................................. F-44
Statement of Operations and Change in Members' Deficit..................... F-45
Statement of Cash Flows.................................................... F-46
Notes to Financial Statements.............................................. F-47

DIGITAL PLANET
Report of Independent Accountants.......................................... F-51
Balance Sheet.............................................................. F-52
Statement of Operations.................................................... F-53
Statement of Changes in Shareholders' Deficit.............................. F-54
Statement of Cash Flows.................................................... F-55
Notes to Financial Statements.............................................. F-56

MICRO INTERACTIVE, INC.
Report of Independent Accountants.......................................... F-63
Balance Sheet.............................................................. F-64
Statement of Operations.................................................... F-65
Statement of Changes in Shareholders' Deficit.............................. F-66
Statement of Cash Flows.................................................... F-67
Notes to Financial Statements.............................................. F-68

COMMERCEWAVE, INC.
Report of Independent Accountants.......................................... F-73
Balance Sheet.............................................................. F-74
Statement of Operations.................................................... F-75
Statement of Changes in Shareholders' Equity (Deficit)..................... F-76
Statement of Cash Flows.................................................... F-77
Notes to Financial Statements.............................................. F-78

</TABLE>

F-1
<PAGE>

iXL ENTERPRISES, INC.

INDEX TO FINANCIAL STATEMENTS

(Continued)

<TABLE>
<S> <C>
SPINNERS INCORPORATED
Report of Independent Accountants......................................... F-85
Balance Sheet............................................................. F-86
Statement of Operations................................................... F-87
Statement of Changes in Shareholders' Equity.............................. F-88
Statement of Cash Flows................................................... F-89
Notes to Financial Statements............................................. F-90

TEKNA, INC.
Report of Independent Accountants......................................... F-96
Balance Sheet............................................................. F-97
Statement of Operations................................................... F-98
Statement of Changes in Shareholders' Equity.............................. F-99
Statement of Cash Flows................................................... F-100
Notes to Financial Statements............................................. F-101

LARRY MILLER PRODUCTIONS, INC.
Report of Independent Accountants......................................... F-105
Balance Sheets............................................................ F-106
Statement of Operations................................................... F-107
Statement of Changes in Shareholders' Equity (Deficit).................... F-108
Statement of Cash Flows................................................... F-109
Notes to Financial Statements............................................. F-110
</TABLE>

F-2
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
iXL Enterprises, Inc.

In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of operations, of changes in stockholders'
equity and of cash flows present fairly, in all material respects, the
financial position of iXL Enterprises, Inc. and its subsidiaries at December
31, 1997 and 1998, and the results of their operations and their cash flows for
the period from May 1, 1996 (commencement of operations) through December 31,
1996 and the years ended December 31, 1997 and 1998, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
February 5, 1999

F-3
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
December 31, March 31, 1999
----------------- -------------------
Pro Forma
1997 1998 Actual (Note 1)
------- -------- -------- ---------
(unaudited)
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents............. $23,038 $ 19,259 $ 13,880 $156,894
Accounts receivable less allowance for
doubtful accounts of $138, $796, $998
and $998............................. 3,259 17,737 20,957 20,957
Unbilled revenues..................... 1,858 8,089 11,736 11,736
Prepaid expenses and other assets..... 616 3,355 3,757 5,157
------- -------- -------- --------
Total current assets................ 28,771 48,440 50,330 194,744
Property and equipment, net........... 9,178 27,975 32,296 32,296
Intangible assets, net................ 18,205 64,217 58,102 58,102
Equity investment in affiliate, net... 1,115 -- -- --
Other non-current assets.............. 343 2,319 2,970 672
------- -------- -------- --------
Total assets........................ $57,612 $142,951 $143,698 $285,814
======= ======== ======== ========
LIABILITIES, MANDATORILY REDEEMABLE PRE-
FERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable...................... $ 2,242 $ 6,438 $ 4,783 $ 4,333
Deferred revenues..................... 471 6,072 8,904 8,904
Accrued liabilities................... 1,746 7,943 11,113 11,113
Current portion of long-term debt..... 433 868 815 815
------- -------- -------- --------
Total current liabilities........... 4,892 21,321 25,615 25,615
Long-term debt.......................... 840 20,552 11,185 1,285
------- -------- -------- --------
Total liabilities..................... 5,732 41,873 36,800 26,450
------- -------- -------- --------
Mandatorily redeemable preferred stock.. 29,930 65,679 70,414 --
Mandatorily redeemable preferred stock
of subsidiary.......................... -- 9,839 9,839 47,939
------- -------- -------- --------
29,930 75,518 80,253 47,939
------- -------- -------- --------
Commitments and contingencies (Note 13)
Stockholders' equity
Class A Convertible Preferred Stock,
par value $.01, 250,000 shares
authorized; issued and outstanding
169,260, 177,291, 200,116 and 0;
aggregate liquidation preference of
$25,590, $31,103, $53,928 and $0..... 2 2 2 --
Class A Common Stock, par value $.01,
75,000,000 shares authorized; issued
and outstanding 0, 0, 0 and 0........
Class B Common Stock, par value $.01,
200,000,000 shares authorized; issued
and outstanding 8,229,800,
16,334,905, 16,334,905 and 64,447,800
(including 0, 252,416, 252,416 and
252,416 shares held in treasury)..... 82 163 163 644
Additional paid-in capital............ 38,760 94,820 114,859 299,160
Accumulated deficit................... (16,894) (65,760) (84,015) (84,015)
Accumulated other comprehensive
income............................... -- (10) (127) (127)
Note receivable from stockholder...... -- (900) (900) (900)
Unearned compensation................. -- (1,867) (2,449) (2,449)
Treasury stock at cost; 0, 252,416,
252,416 and 252,416 shares........... -- (888) (888) (888)
------- -------- -------- --------
Total stockholders' equity.......... 21,950 25,560 26,645 211,425
------- -------- -------- --------
Total liabilities, mandatorily
redeemable preferred stock and
stockholders' equity............... $57,612 $142,951 $143,698 $285,814
======= ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)

<TABLE>
<CAPTION>
For the period Three Months
May 1, 1996 Years ended ended
through December 31, March 31,
December 31, ------------------ -----------------
1996 1997 1998 1998 1999
-------------- -------- -------- ------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues................ $ 5,379 $ 18,986 $ 64,767 $ 6,864 $ 33,012
Cost of revenues........ 3,577 11,343 44,242 4,899 19,583
------- -------- -------- ------- --------
Gross profit.......... 1,802 7,643 20,525 1,965 13,429
Sales and marketing
expenses............... 812 3,903 17,325 2,036 8,150
General and
administrative
expenses............... 1,247 9,114 30,163 2,956 15,725
Research and development
expenses............... -- 4,820 4,408 907 1,058
Depreciation............ 372 1,408 5,217 699 2,284
Amortization............ 928 5,191 10,590 1,182 4,351
------- -------- -------- ------- --------
Loss from operations.. (1,557) (16,793) (47,178) (5,815) (18,139)
Other income (expense),
net.................... 48 116 (28) 36 69
Loss on equity
investment............. (249) (1,443) (1,640) (395) (65)
Interest income......... 32 136 750 264 216
Interest expense........ (30) (238) (770) (28) (336)
------- -------- -------- ------- --------
Loss before income
taxes................ (1,756) (18,222) (48,866) (5,938) (18,255)
Income tax benefit...... 302 2,782 -- -- --
------- -------- -------- ------- --------
Net loss.............. (1,454) (15,440) (48,866) (5,938) (18,255)
Dividends and accretion
on mandatorily
redeemable preferred
stock.................. -- -- (9,099) (725) (5,293)
------- -------- -------- ------- --------
Net loss available to
common stockholders.. $(1,454) $(15,440) $(57,965) $(6,663) $(23,548)
======= ======== ======== ======= ========
Basic and diluted net
loss per common
share................ $ (0.37) $ (2.36) $ (4.92) $ (0.78) $ (1.46)
======= ======== ======== ======= ========
Weighted average
common shares
outstanding.......... 3,972 6,540 11,777 8,592 16,082
======= ======== ======== ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

F-5
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands, except share data)

<TABLE>
<CAPTION>
Accumulated Note
Additional Other Receivable
Class A Class B Paid-in Accumulated Comprehensive Comprehensive from Unearned
Preferred Stock Common Stock Capital Deficit Income Income Stockholder Compensation
---------------------------------- ---------- ----------- ------------- ------------- ----------- ------------
Shares Value Shares Value
--------- ----------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial capital
contribution..... 101,500 $ 1 300 $ -- $ 10,149 $ -- $ -- $ -- $-- $ --
Stock issuance... 10,000 -- 25,000 -- 1,025 -- -- -- -- --
Stock issuance in
connection with
acquisitions..... -- -- 4,009,500 40 3,228 -- -- -- -- --
Net loss......... -- -- -- -- -- (1,454) -- -- -- --
--------- ----- ---------- ---- -------- -------- ------- ----- ------ -------
Balance, December
31, 1996......... 111,500 1 4,034,800 40 14,402 (1,454) -- -- -- --
Stock issuance... 57,760 1 13,619 -- -- -- -- --
Stock issuance in
connection with
acquisitions..... -- -- 4,195,000 42 10,739 -- -- -- -- --
Net loss......... -- -- -- -- -- (15,440) -- -- -- --
--------- ----- ---------- ---- -------- -------- ------- ----- ------ -------
Balance, December
31, 1997......... 169,260 2 8,229,800 82 38,760 (16,894) -- -- -- --
--------- ----- ---------- ---- -------- -------- ------- ----- ------ -------
Stock issuance... 8,031 -- -- -- 5,512 -- -- -- (900) --
Stock issuance in
connection with
acquisitions..... -- -- 8,047,305 81 41,663 -- -- -- -- --
Treasury stock
acquired......... -- -- (252,416) -- -- -- -- -- -- --
Stock options ex-
ercised.......... -- -- 57,800 -- -- -- -- -- -- --
Dividends and ac-
cretion on
mandatorily re-
deemable pre-
ferred stock..... -- -- -- -- (8,671) -- -- -- -- --
Common Stock to
be issued in con-
nection with
Class D Pre-
ferred........... -- -- -- -- 13,235 -- -- -- -- --
Issuance of stock
options and war-
rants............ -- -- -- -- 3,508 -- -- -- -- (3,508)
Stock compensa-
tion and warrant
expenses......... -- -- -- -- 813 -- -- -- -- 1,641
Comprehensive in-
come:
Net loss........ -- -- -- -- -- (48,866) (48,866) -- -- --
Foreign currency
translation ad-
justment........ -- -- -- -- -- -- (10) (10) -- --
-------
Other comprehen-
sive income..... -- -- -- -- -- -- (10) -- -- --
-------
Comprehensive in-
come............. (48,876)
--------- ----- ---------- ---- -------- -------- ------- ----- ------ -------
Balance, December
31, 1998......... 177,291 2 16,082,489 163 94,820 (65,760) (10) (900) (1,867)
--------- ----- ---------- ---- -------- -------- ------- ----- ------ -------
Stock issuance... 22,825 -- -- -- 22,718 -- -- -- -- --
Dividends and ac-
cretion on
mandatorily re-
deemable pre-
ferred stock..... -- -- -- -- (4,735) -- -- -- -- --
Issuance of stock
options.......... -- -- -- -- 2,056 -- -- -- -- (2,056)
Stock compensa-
tion and warrant
expenses......... -- -- -- -- -- -- -- -- -- 1,474
Comprehensive in-
come:
Net loss........ -- -- -- -- -- (18,255) (18,255) -- -- --
Foreign currency
translation ad-
justment........ -- -- -- -- -- -- (117) (117) -- --
-------
Other comprehen-
sive income..... -- -- -- -- -- -- (117) -- -- --
-------
Comprehensive in-
come............. -- -- -- -- -- -- (18,372) -- --
--------- ----- ---------- ---- -------- -------- ------- ----- ------ -------
Balance, March
31, 1999......... 200,116 $2 16,082,489 $163 $114,859 $(84,015) $(127) $(900) $(2,449)
========= ===== ========== ==== ======== ======== ===== ====== =======
<CAPTION>
Total
Treasury Stockholders'
Stock Equity
-------- -------------
<S> <C> <C>
Initial capital
contribution..... $ -- $10,150
Stock issuance... -- 1,025
Stock issuance in
connection with
acquisitions..... -- 3,268
Net loss......... -- (1,454)
-------- -------------
Balance, December
31, 1996......... -- 12,989
Stock issuance... -- 13,620
Stock issuance in
connection with
acquisitions..... -- 10,781
Net loss......... -- (15,440)
-------- -------------
Balance, December
31, 1997......... -- 21,950
-------- -------------
Stock issuance... -- 4,612
Stock issuance in
connection with
acquisitions..... -- 41,744
Treasury stock
acquired......... (888) (888)
Stock options ex-
ercised.......... -- --
Dividends and ac-
cretion on
mandatorily re-
deemable pre-
ferred stock..... -- (8,671)
Common Stock to
be issued in con-
nection with
Class D Pre-
ferred........... -- 13,235
Issuance of stock
options and war-
rants............ -- --
Stock compensa-
tion and warrant
expenses......... -- 2,454
Comprehensive in-
come:
Net loss........ -- (48,866)
Foreign currency
translation ad-
justment........ -- (10)
Other comprehen-
sive income..... -- --
Comprehensive in-
come.............
-------- -------------
Balance, December
31, 1998......... (888) 25,560
-------- -------------
Stock issuance... -- 22,718
Dividends and ac-
cretion on
mandatorily re-
deemable pre-
ferred stock..... -- (4,735)
Issuance of stock
options.......... -- --
Stock compensa-
tion and warrant
expenses......... -- 1,474
Comprehensive in-
come:
Net loss........ -- (18,255)
Foreign currency
translation ad-
justment........ -- (117)
Other comprehen-
sive income..... -- --
Comprehensive in-
come.............
-------- -------------
Balance, March
31, 1999......... $(888) $26,645
======== =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
For the period
May 1, 1996 Years ended Three Months ended
through December 31, March 31,
December 31, ------------------ -------------------
1996 1997 1998 1998 1999
-------------- -------- -------- --------- ---------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operat-
ing activities
Net loss................ $(1,454) $(15,440) $(48,866) $ (5,938) $ (18,255)
Adjustments to reconcile
net loss to net cash
used in operating ac-
tivities
Depreciation ......... 372 1,408 5,217 699 2,284
Amortization.......... 928 5,191 10,590 1,182 4,351
Provision for bad
debts................ 134 118 1,227 93 202
Acquired in-process
technology........... -- 2,400 -- -- --
Deferred income tax-
es................... (344) (2,782) -- -- --
Non-cash investment
and losses in equity
affiliate and amorti-
zation............... (168) 807 1,365 307 64
Stock option and war-
rant expense......... -- -- 2,454 -- 1,474
Changes in assets and
liabilities, net of
effects from purchase
of subsidiaries
Accounts receiv-
able............... (249) (1,538) (9,840) (935) (3,422)
Unbilled revenues... (112) (1,597) (5,328) (420) (3,647)
Prepaid expenses and
other assets....... (5) (684) (4,669) (1,519) (1,075)
Accounts payable and
accrued liabili-
ties............... (332) 1,534 5,523 (766) 1,515
Deferred revenues... 195 (156) 4,888 641 2,832
------- -------- -------- -------- ---------
Net cash used in op-
erating activi-
ties............... (1,035) (10,739) (37,439) (6,656) (13,677)
------- -------- -------- -------- ---------
Cash flows from invest-
ing activities
Purchases of property
and equipment........ (666) (6,704) (20,304) (3,123) (6,463)
Purchases of subsidi-
aries, net of cash
acquired............. (7,833) (3,433) (16,602) (1,489) --
Investment in equity
affiliate............ (1,129) (625) -- -- --
Loan to equity affili-
ate.................. -- (250) -- -- --
Gain on sale of fixed
and intangible as-
sets................. -- -- -- -- 1,892
------- -------- -------- -------- ---------
Net cash used in in-
vesting activi-
ties............... (9,628) (11,012) (36,906) (4,612) (4,571)
------- -------- -------- -------- ---------
Cash flows from financ-
ing activities
Proceeds from
borrowings........... 250 6,849 23,428 -- --
Repayment of
borrowings........... (119) (6,259) (6,729) (200) (9,732)
Proceeds from issuance
of mandatorily
redeemable preferred
stock................ -- 29,930 40,314 5,021 --
Proceeds from issuance
of stock............. 10,941 13,860 4,612 1,038 22,718
Proceeds from issuance
of mandatorily
redeemable preferred
stock of subsidiary.. -- -- 9,839 -- --
Acquisition of trea-
sury stock........... -- -- (888) (788) --
------- -------- -------- -------- ---------
Net cash provided by
financing activi-
ties 11,072 44,380 70,576 5,071 12,986
------- -------- -------- -------- ---------
Effect of exchange rate
changes on cash and
cash equivalents....... -- -- (10) -- (117)
Net increase (de-
crease) in cash and
cash equivalents... 409 22,629 (3,779) (6,197) (5,379)
Cash and cash equiva-
lents at beginning of
period................. -- 409 23,038 23,038 19,259
------- -------- -------- -------- ---------
Cash and cash equiva-
lents at end of peri-
od..................... $ 409 $ 23,038 $ 19,259 $ 16,841 $ 13,880
======= ======== ======== ======== =========
Supplemental disclosure
of cash flow informa-
tion
Cash paid for inter-
est.................. $ 29 $ 168 $ 797 $ 98 $ 347
======= ======== ======== ======== =========
Non-cash investing and
financing activities
Acquisition of equip-
ment through capital
leases............... $ 112 $ 289 $ 569 $ -- $ 312
======= ======== ======== ======== =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)

1. Background and Summary of Significant Accounting Policies

iXL Enterprises, Inc. (the "Company") is an Internet services company,
which provides Internet strategy consulting and comprehensive Internet-based
solutions to Fortune 1000 companies and other corporate users of information
technology. The Company helps businesses identify how the Internet can be used
to their competitive advantage and provides expertise in creative design and
systems engineering to design, develop and deploy advanced Internet
applications and solutions. In addition to its Internet services offerings, the
Company operates Consumer Financial Network, Inc. ("CFN"), a sophisticated
e-commerce platform for marketing financial services and employee benefits over
corporate intranets and the Internet, as well as through a telesales center.

iXL Enterprises, Inc. is a Delaware corporation formed in March 1996.
Since its inception, iXL Enterprises, Inc. has acquired 34 companies (see Note
3).

Principles of consolidation

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries after the elimination of all significant
intercompany accounts and transactions. The Company accounts for its investment
in University Netcasting, Inc. ("UNI") using the equity method.

The Company owns 100% of the common stock of CFN. In addition to its
common stock, CFN has mandatorily redeemable convertible preferred stock of
which 13,333,334 shares are issued and outstanding as of December 31, 1998 and
are owned by a third party. The Company owns 88% of CFN on an as-converted
basis. As the Company owns 100% of the common stock of CFN, it will continue to
reflect in its consolidated financial statements all of the operating results
of CFN until such time the CFN mandatorily redeemable convertible preferred
stock is converted into CFN common stock.

Revenue recognition

Revenues are recognized for fixed fee contracts using the percentage of
completion method based on costs incurred. Revenues are recognized as services
are performed for time and materials contracts. CFN recognizes revenues upon
completion of an end-user transaction through the CFN operating network.

Revenues related to software development contracts, including planning,
installation, implementation and training that require significant
customization or modification are recognized using the percentage of completion
method. Revenues from sales of software that do not require customization or
modification are recognized upon delivery, or when all essential elements have
been delivered, in accordance with the American Institute of Certified Public
Accountants ("AICPA") Statement of Position 97-2, "Software Revenue
Recognition."

Unbilled revenues represent revenues earned under contracts in advance of
billings. Such amounts are normally converted into accounts receivable within
90 days. Deferred revenues represent billings made or cash received in advance
of services performed or costs incurred under contracts. Any anticipated losses
on contracts are charged to earnings when identified. Revenues from post-
contract support are recorded as services are provided.

Cash and cash equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Property and equipment

Property and equipment is recorded at cost, less accumulated
depreciation. Expenditures for renewals and improvements that significantly add
to the productive capacity or extend the useful life of an asset are

F-8
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

capitalized. Expenditures for maintenance and repairs are charged to operations
as incurred. Depreciation expense is provided using the straight-line method
over the estimated useful lives for purchased assets. Equipment held under
capital leases is amortized using the straight-line method over the lesser of
the useful life or the lease term. Leasehold improvements are amortized over
the shorter of the useful lives of the assets or the remaining term of the
lease.

Intangible assets

Intangible assets consist primarily of assembled workforce and excess of
cost over fair value of net assets acquired ("goodwill") and are stated at cost
less accumulated amortization. Identifiable intangible assets consist primarily
of assembled workforce, which is being amortized over its estimated future life
of three years. Goodwill is being amortized over its estimated future life of
five to fifteen years, primarily five years.

The carrying value of the excess of cost over fair value of net assets
acquired and other intangible assets are reviewed if facts and circumstances
suggest that they may be impaired. If this review indicates goodwill or other
intangibles will not be recoverable, as determined based on future expected
cash flows or other fair market value determinations, the Company's carrying
value of the goodwill or other intangibles is reduced to fair value.

Software developments costs

In accordance with Statement of Financial Accounting Standards No. 86,
"Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise
Marketed," software development costs are expensed as incurred until
technological feasibility has been established, at which time such costs are
capitalized until the product is available for general release to customers. To
date, the establishment of technological feasibility of the Company's products
and general release of such software have substantially coincided. As a result,
software development costs qualifying for capitalization have been
insignificant and therefore, have not been capitalized.

Internal use computer software

The Company adopted the AICPA Statement of Position 98-1 "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use"
effective January 1, 1998. The Company capitalizes external costs related to
software and implementation services in connection with its internal use
software systems.

Income taxes

The Company has applied the asset and liability approach of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," for
financial accounting and reporting purposes. The Company accounts for certain
items of income and expense in different time periods for financial reporting
and income tax purposes. Provisions for deferred income taxes are made in
recognition of such temporary differences, where applicable. A valuation
allowance is established against deferred tax assets unless the Company
believes it is more likely than not that the benefit will be realized.

Stock-based compensation plans

The Company accounts for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
Interpretations and elects the disclosure option of Statement of Financial
Accounting Standards No. 123,

F-9
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

"Accounting for Stock-Based Compensation" ("FAS 123"). Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
fair value of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock.

Basic and diluted net loss per share

Basic net loss per common share is based on the weighted average number
of shares of Common Stock outstanding during the period. No potential common
shares have been included in the diluted earnings per share calculation as they
would have been antidilutive due to the net loss reported by the Company. The
convertible securities outstanding and the number of common shares into which
they are convertible are as follows:
<TABLE>
<CAPTION>
Number of Common Shares into
which they are convertible at
each year-end
--------------------------------
Security 1996 1997 1998
-------- ---------- ---------- ----------
<S> <C> <C> <C>
Stock Options.......................... 1,915,500 5,549,200 18,226,112
Warrants............................... -- 1,295,900 2,486,006
Class A Convertible Preferred Stock.... 11,150,000 16,926,000 17,729,100
Class B Mandatorily Redeemable
Convertible Preferred................. -- 8,307,500 9,876,700
Class C Mandatorily Redeemable
Convertible Preferred ................ -- 923,200 923,200
</TABLE>

The Class D Mandatorily Redeemable Nonvoting Preferred Stock is not a
convertible security, but provides for certain amounts of Common Stock to be
issued upon redemption. The minimum aggregate number of shares to be issued
upon redemption is 3,722,502.

CFN has outstanding mandatorily redeemable preferred stock that is
exchangeable into Common Stock of the Company upon the occurrence of certain
events ("CFN Mandatorily Redeemable Preferred") (see Note 8). These
contingently issuable shares have not been included in diluted earnings per
share as they would be antidilutive.

Net loss available to common stockholders used in calculating basic and
diluted earnings per share includes charges related to dividends and accretion
on mandatorily redeemable preferred stock.

Stock split

In January 1998, the Board of Directors declared a stock split of the
Class B Common Stock effected in the form of a dividend distribution of 99
shares of Class B Common Stock for each share of Class B Common Stock held as
of January 9, 1998. The accompanying consolidated financial statements give
retroactive effect for this stock dividend as if it occurred at inception of
the Company.

Foreign currency translation

The financial position and results of operations of foreign subsidiaries
are measured using the currency of the respective countries as the functional
currency. Assets and liabilities are translated into the reporting currency
(U.S. dollars) at the foreign exchange rate in effect at the balance sheet
date, while revenue and expenses for the year are translated at the average
exchange rate in effect during the year. Translation gains and losses are not
included in determining net income or loss but are accumulated and reported as
a separate component of stockholders' equity. The Company has not entered into
any hedging contracts during any of the periods presented.

F-10
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

Fair value of financial instruments

The carrying amounts of financial instruments, including cash, cash
equivalents, accounts receivable, accounts payable and accrued expenses,
approximate fair value. The carrying amount of long-term debt approximates fair
value based on current rates of interest available to the Company for loans of
similar maturities.

Comprehensive income

Effective January 1, 1998, the Company implemented Statement of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income." This standard
requires that the total changes in equity resulting from revenue, expenses, and
gains and losses, including those which do not affect the accumulated deficit,
be reported. Accordingly, those amounts which are comprised solely of foreign
currency translation adjustments, are included in other comprehensive income in
the consolidated statements of stockholders' equity.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses and disclosure of contingent assets and liabilities. The estimates
and assumptions used in the accompanying consolidated financial statements are
based upon management's evaluation of the relevant facts and circumstances as
of the date of the financial statements. Actual results could differ from those
estimates.

Unaudited information

The interim financial information as of and for the three months ended
March 31, 1999 and 1998 is unaudited. However, in the opinion of management,
such information has been prepared on the same basis as the audited financial
statements and includes all adjustments, consisting solely of normal recurring
adjustments, necessary for a fair presentation of the financial position and
results of operations for the periods presented. The interim results, however,
are not necessarily indicative of results for any future period.

New accounting pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (FAS 133). This statement establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. The Company will be required to adopt FAS 133 for the quarter ended
March 31, 2000. The Company has not entered into any significant derivative
financial instrument transactions.

F-11
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

2. Property and Equipment

Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
Estimated
Useful December 31,
Lives In ---------------
Years 1997 1998
--------- ------ -------
<S> <C> <C> <C>
Land.......................................... N/A $ 100 $ 100
Building...................................... 40 550 550
Improvements.................................. 5-10 1,456 4,852
Furniture and fixtures........................ 5-7 1,286 5,472
Computer equipment and software............... 3-5 5,496 19,883
Equipment..................................... 5-10 2,247 6,068
------ -------
11,135 36,925
Less: Accumulated depreciation and
amortization................................. (1,957) (8,950)
------ -------
$9,178 $27,975
====== =======
</TABLE>

At December 31, 1997 and 1998, the Company had approximately $961 and
$2,570, respectively, of vehicles and equipment under capital leases included
in property and equipment and related accumulated amortization of approximately
$335 and $889, respectively. Amortization of these assets recorded under
capital leases is included in depreciation expense.

F-12
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

3. Acquisitions

During the two-year period ended December 31, 1998, the Company acquired
28 companies. The companies acquired and purchase price, including the shares
of Class B Common Stock and related warrants and options issued are as follows:

<TABLE>
<CAPTION>
Fair Value
Per Share of Net
Fair Value Shares of Cash Used for Tangible
of iXL Common Warrants/ Acquisitions, Total Assets
Date Common Stock Options Net of Cash Purchase (Liabilities) Assembled Other
Acquired Stock Issued Issued(1) Acquired Price Acquired Workforce Intangibles (2)
Business Acquired -------------- ---------- --------- --------- ------------- -------- ------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BoxTop
Interactive,
Inc.-- Los
Angeles, CA(4).. May 1997 $2.10 3,416,700 1,236,800 $ 1,182 $10,044 $(1,635) $ 1,946 $3,562
Other
Acquisitions
(aggregated
1997)........... Various 778,300 179,800 2,251 2,804 (447) 1,213 --
============== ===== ========= ========= ======= ======= ======= ======= ======
Total of 1997
Acquisitions... 4,195,000 1,416,600 $ 3,433 $12,848 $(2,082) $ 3,159 $3,562
============== ===== ========= ========= ======= ======= ======= ======= ======
Digital Planet,
Inc.--
Los Angeles,
CA(4)(5)........ May 1998 5.50 259,584 -- $ 1,962 $ 3,550 $ (39) $ 1,012 --
Micro
Interactive,
Inc.--
New York,
NY(3)........... May 1998 5.50 740,000 19,500 1,718 5,809 281 999 --
CommerceWAVE,
Inc.-- San
Diego, CA(7).... July 1998 5.82 877,898 64,434 117 5,459 (1,037) 662 700
Image
Communications,
Inc.--
Vienna, VA(4)... July 1998 5.82 378,999 125,054 753 3,324 381 1,213 --
Spinners
Incorporated--
Boston,
MA(4)(5)(9)..... July 1998 5.82 674,132 66,495 1,383 5,543 499 1,129 --
Tekna, Inc.--
Richmond,
VA(4)(5)........ September 1998 4.50 712,622 125,757 611 4,758 527 820 --
Larry Miller
Productions,
Inc.--
Boston, MA(4)... September 1998 4.50 113,823 248,135 1,812 3,490 (143) 963 --
NetResponse--
Arlington,
VA(4)(5)(11).... September 1998 4.50 701,375 73,625 1,719 5,307 1,312 1,168 --
Ionix Development
Corp.
-- Chicago,
IL(5)........... September 1998 4.50 358,551 -- 1,059 3,013 231 778 --
Pequot Systems,
Inc.--
Norwalk,
CT(5)(9)........ September 1998 4.50 378,066 -- 792 2,501 154 357 --
TwoWay
Communications
LLC--Chicago,
IL(4)(10) September 1998 4.50 269,421 -- 1,246 2,469 335 713 --
Other
Acquisitions
(aggregated
1998)........... Various 2,295,530 57,215 3,430 14,188 795 6,075 --
-------------- ----- --------- --------- ------- ------- ------- ------- ------
Total of 1998
acquisitions... 7,760,001 780,215 $16,602 $59,411 $ 3,296 $15,889 $ 700
============== ===== ========= ========= ======= ======= ======= ======= ======
<CAPTION>
Excess of
Cost Over
Fair Value of
Net Assets
Acquired
Business Acquired -------------
<S> <C>
BoxTop
Interactive,
Inc.-- Los
Angeles, CA(4).. 6,171
Other
Acquisitions
(aggregated
1997)........... 2,038
=============
Total of 1997
Acquisitions... $ 8,209
=============
Digital Planet,
Inc.--
Los Angeles,
CA(4)(5)........ $ 2,577
Micro
Interactive,
Inc.--
New York,
NY(3)........... 4,529
CommerceWAVE,
Inc.-- San
Diego, CA(7).... 5,134
Image
Communications,
Inc.--
Vienna, VA(4)... 1,730
Spinners
Incorporated--
Boston,
MA(4)(5)(9)..... 3,915
Tekna, Inc.--
Richmond,
VA(4)(5)........ 3,411
Larry Miller
Productions,
Inc.--
Boston, MA(4)... 2,670
NetResponse--
Arlington,
VA(4)(5)(11).... 2,827
Ionix Development
Corp.
-- Chicago,
IL(5)........... 2,004
Pequot Systems,
Inc.--
Norwalk,
CT(5)(9)........ 1,990
TwoWay
Communications
LLC--Chicago,
IL(4)(10) 1,421
Other
Acquisitions
(aggregated
1998)........... 7,318
-------------
Total of 1998
acquisitions... $39,526
=============
</TABLE>
- --------
(1) Amounts equal the number of Class B Common Stock shares to be issued upon
exercise of the warrants and options.

(2) Other intangibles include in-process research and development at BoxTop,
the BoxTop brandname and non-compete agreements.

Primary capabilities: (3)Interactive multimedia; (4)Creative design;
(5)Software engineering; (6)Travel expertise; (7)E-Commerce; (8)Video
production; (9)Financial Services Consulting; (10)Healthcare expertise;
(11)Strategy consulting.

F-13
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

Individual acquisitions with a purchase price of $2,000 or less have been
aggregated in Other Acquisitions in the schedule above and consist of the
following:

<TABLE>
<CAPTION>
Per Share
Fair Value
of iXL
Date Common
Business Acquired Acquired Stock
- ----------------- -------------- ----------
<S> <C> <C>
Webbed Feet, LLC--Atlanta, GA(3).................... February 1997 $2.00
The Whitley Group, Inc.--Charlotte, NC(2)........... April 1997 2.00
Swan Interactive Media, Inc.--Atlanta, GA(4)........ July 1997 2.25
Small World Software, Inc.--New York, NY(3)(4)...... January 1998 3.23
Green Room Productions, L.L.C.--San Francisco,
CA(3)(4)(5)........................................ February 1998 3.23
CCG Online--Denver, CO(3)(4)(5)..................... March 1998 4.60
Spin Cycle Entertainment, Inc.--Los Angeles,
CA(3)(4)........................................... May 1998 5.50
InTouch Interactive, Inc.--Charlotte, NC(4)......... May 1998 5.50
Campana New Media, S.L. and The Other Media, S.L.--
Madrid, Spain(3)................................... July 1998 5.82
601 Design, Inc.--New York, NY(7)................... July 1998 5.82
Wissing & Laurence, Inc.--New York, NY(7)........... July 1998 5.82
LAVA--Hamburg, Germany(4)........................... September 1998 4.50
Denovo New Media, Ltd.--London, England(3).......... September 1998 4.50
Exchange Place Solutions, Inc.--Atlanta, GA(8)...... September 1998 4.50
Pantheon Interactive, Inc.--Santa Clara, CA(4)...... September 1998 4.50
</TABLE>

All acquisitions have been accounted for using the purchase method, and
accordingly, the purchase price has been allocated to the tangible and
identifiable intangible assets acquired and liabilities assumed on the basis of
their fair value on the acquisition dates. The historical carrying amounts of
tangible net assets acquired approximated their fair values. The fair value of
identifiable intangible assets acquired were based on independent appraisals or
management estimates. Since the date of acquisition, the results of operations
of the acquired companies have been included in the Consolidated Statement of
Operations.

The allocation of the purchase price of BoxTop Interactive, Inc. resulted
in a $2,400 charge to in-process research and development expenses in 1997
relating to an Internet-based video conferencing product under development
which had not reached technological feasibility. Such charge has been included
in research and development expenses in the Consolidated Statement of
Operations. Certain related core technology was valued as existing technology
and not included in the value of the acquired technology in-process. The value
of the purchased in-process technology was determined by estimating the present
value of the projected net cash flows to be generated by the development
efforts completed as of the acquisition. Revenue, expenses, and other cash flow
items associated with commercialization of the product were estimated for a
discrete projection period. Strong revenue growth was projected for this
product through 1999; thereafter, revenue was expected to increase moderately
each year through 2001. The cash flows were then discounted to present value at
35%, a rate of return that considers the relative risk of achieving the
projected cash flows and the time value of money. Finally, a stage of
completion factor was applied to the sum of the present values of the cash
flows in the discrete projection period. Application of the stage of completion
factor correctly excludes from the value of in-process technology that value
associated with remaining development tasks (which are not in-process). The
stage of completion factor was calculated giving consideration to the costs
incurred to date on the in-process technology relative to the total anticipated
costs for the project. Additionally, consideration of the level of difficulty
of completed development tasks relative to those remaining was also made. In
the fourth quarter of 1998, due to the introduction of competing products
utilizing alternative technologies into the market, management decided to cease
further investment in the development of this product.

F-14
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

For acquisitions made in 1997 and 1998, the purchase price in excess of
identifiable tangible and intangible assets acquired and liabilities assumed of
$8,209 and $39,526, respectively, was allocated to goodwill and is being
amortized over estimated useful lives of five years. Approximately $3,159 and
$15,889 of the aggregate purchase price was allocated to assembled workforce in
place for acquisitions made in 1997 and 1998, respectively, and is being
amortized over its estimated useful life of three years.

The Company discontinued the use of a brandname acquired in the purchase
of BoxTop Interactive, Inc. and charged the remaining book value of that
intangible asset, approximately $1,700, to amortization expense in 1997.

The purchase price of the acquisitions consists of the consideration
provided to the selling stockholders, which includes Common Stock, options,
warrants and cash. The fair value of the Company's Common Stock issued as
consideration for the acquisitions was determined based primarily upon
independent appraisals. The fair value of options and warrants issued in
connection with the 1997 and 1998 acquisitions was determined using the Black-
Scholes option pricing model using the following assumptions: dividend yield of
0%, expected volatility 60%, risk free interest rate of 5.00% and an expected
life of 2 to 5 years, depending on the terms of the specific acquisition.

The terms of three of the Company's 1998 acquisition agreements provide
for additional consideration if the acquired entities' revenues exceed certain
levels. Such additional consideration is payable in shares of the Company's
Common Stock and will be recorded, if earned, as additional purchase price. For
two of the acquired companies, the contingency period ended December 31, 1998;
for the other entity, the contingency period ends October 31, 1999. As of
December 31, 1998, a total of 287,304 shares of the Company's Class B Common
Stock were held in escrow in relation to these agreements.

The targeted revenues were achieved at one of the acquired entities whose
contingency period ended December 31, 1998. As such, 50,000 shares of the
Company's Common Stock will be released from escrow in March 1999 and have been
accounted for as additional purchase price as of December 31, 1998.

For those acquisitions that have been structured as tax-free exchanges of
stock, the differences between the fair value of the acquired assets, including
intangible assets, and their historical tax bases are not deductible for income
tax purposes.

The following unaudited pro forma financial information reflects the
results of operations for the years ended December 31, 1997 and 1998, as if the
acquisitions had occurred on January 1, 1997. These unaudited pro forma results
have been prepared for comparative purposes only and do not purport to be
indicative of what operating results would have been had the acquisitions
actually taken place on January 1, 1997 and may not be indicative of future
operating results. The unaudited pro forma results are summarized as follows:

<TABLE>
<CAPTION>
Years ended
December 31,
------------------
1997 1998
-------- --------
<S> <C> <C>
Revenues.............................................. $ 55,301 $ 87,160
======== ========
Net loss.............................................. $(31,364) $(60,417)
======== ========
Net loss available to common stockholders............. $(31,364) $(71,130)
======== ========
Basic and diluted net loss per common share........... $ (1.93) $ (4.42)
======== ========
</TABLE>

F-15
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

4. Intangible Assets

Intangible assets are comprised of the following:

<TABLE>
<CAPTION>
December 31,
----------------
1997 1998
------- -------
<S> <C> <C>
Excess of cost over fair
value of net assets ac-
quired................. $15,540 $55,066
Assembled work force.... 4,027 19,916
Other................... 2,629 3,816
------- -------
22,196 78,798
Less--accumulated amor-
tization............... (3,991) (14,581)
------- -------
$18,205 $64,217
======= =======
</TABLE>

5. Equity Investment in Affiliate

Effective August 27, 1996, the Company acquired a 22% equity interest in
the outstanding convertible preferred stock of UNI for $750 in cash. UNI
develops and manages sports information websites for colleges, universities and
athletic associations. Pursuant to agreements with UNI, the Company performed
Internet development and financial consulting services and payment for these
services has been made in shares of UNI convertible preferred stock valued at
$1 per share.

The Company accounts for its investment in UNI under the equity method.
The Company's investments in UNI have been accounted for as excess of cost over
fair value of net assets acquired and were being amortized over five years as a
reduction to the investment account together with the Company's share of UNI
losses. The Company's investment balance in UNI reached zero in the fourth
quarter of 1998. Because the Company has no obligation to fund UNI's operations
or deficit, the Company has discontinued recording its share of UNI's losses.
The Company will not recognize its share of any future earnings from UNI until
UNI earnings are sufficient to recover the unrecognized losses.

The following is a summary of the activity in the investment in UNI:

<TABLE>
<CAPTION>
For the
period
May 1, 1996 Years Ended
through December 31,
December 31, ----------------
1996 1997 1998
------------ ------- -------
<S> <C> <C> <C>
Net investment in UNI balance, beginning
of period............................... $ -- $ 1,298 $ 1,115
Additional investment in UNI............. 1,547 1,260 525
Equity in UNI net loss................... (174) (1,001) (1,010)
Amortization of goodwill................. (75) (442) (630)
------ ------- -------
Net investment in UNI balance, end of pe-
riod.................................... $1,298 $ 1,115 $ --
====== ======= =======
</TABLE>

F-16
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

The following is a summary of certain unaudited financial information of
UNI as of and for the years ended December 31, 1997 and 1998:

<TABLE>
<CAPTION>
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Current assets............................................. $ 467 $2,703
Non current assets......................................... 176 333
Current liabilities........................................ 543 1,295
Non current liabilities.................................... 560 --
Stockholders' equity....................................... (460) 1,741
Net revenues............................................... 795 1,559
Net loss................................................... (2,919) (5,071)
</TABLE>

As of December 31, 1998, the Company owned a 23% interest in UNI. UNI has
certain outstanding stock options and warrants which, if exercised, would not
materially reduce the Company's investment ownership percentage in UNI.

6. Accrued Liabilities

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
December 31,
-------------
1997 1998
------ ------
<S> <C> <C>
Accrued compensation and related costs...................... $ 709 $3,244
Other accrued liabilities................................... 1,037 4,699
------ ------
$1,746 $7,943
====== ======
</TABLE>

7. Long-Term Debt

The Company's long-term debt is comprised of the following:

<TABLE>
<CAPTION>
December 31,
--------------
1997 1998
----- -------
<S> <C> <C>
Borrowings under Credit Agreement........................ $ -- $19,328
8.25% note payable to bank in monthly installments
through January 2002, collateralized by land and
building................................................ 484 465
Notes payable to banks and a former shareholder at
interest rates from 8.9% to 10.4%; all repaid in 1998... 183 --
Capital lease obligations, at interest rates from 4% to
24% expiring from 1998 to 2003.......................... 606 1,627
----- -------
Total debt............................................. 1,273 21,420
Less current portion of long-term debt................... (433) (868)
----- -------
Long-term debt........................................... $ 840 $20,552
===== =======
</TABLE>

In July 1998, the Company entered into a credit agreement (the "Credit
Agreement") with a bank providing for borrowings of up to $20,000. The Credit
Agreement expires June 30, 2001. The Credit Agreement includes a $10,000 term
loan and a $10,000 revolving line of credit and bears interest payable
quarterly at the higher of the prime rate plus 2% or the federal funds
effective rate plus 2.5%. The Credit Agreement is secured by liens on
substantially all of the assets of the Company's domestic subsidiaries, except

F-17
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

CFN, including a pledge of the capital stock of the same subsidiary companies.
The Credit Agreement provides for borrowings based upon a borrowing base
formula. Borrowings under the term loan portion of the Credit Agreement are
payable $50 each quarter, commencing September 30, 1998, with the balance due
upon expiration. A 0.5% annual commitment fee is charged on the average unused
portion of the revolving line of credit. At December 31, 1998, the Company's
borrowing rate under the Credit Agreement was 9.75%.

Under the terms of the Credit Agreement and notes payable to banks, the
Company is required to maintain certain financial covenants related to
consolidated earnings, consolidated debt to capital and working capital, among
others. At December 31, 1998, the Company was in compliance with, or has
received a waiver of all covenants.

As of December 31, 1998, the Company had letters of credit outstanding,
totaling $1,740. Certificates of deposits in the same amount, which are
included in prepaid expenses and other assets, are pledged as collateral for
these letters of credit.

As of December 31, 1998, aggregate principal maturities of notes payable
and capital lease obligations are as follows:

<TABLE>
<CAPTION>
December 31,
Year 1998
---- ------------
<S> <C>
1999.......................................................... $ 868
2000.......................................................... 674
2001.......................................................... 19,220
2002.......................................................... 627
2003.......................................................... 31
-------
$21,420
=======
</TABLE>

8. Mandatorily Redeemable Preferred Stock; Mandatorily Redeemable Preferred
Stock of Subsidiary; and Warrants

A total of 265,000 shares of mandatorily redeemable convertible preferred
stock have been designated for issuance; 200,000, 15,000 and 50,000 of such
shares have been designated as Class B, Class C and Class D, respectively.

In December 1997, for net consideration of approximately $26,900 and
$2,990, the Company issued 83,075 shares of Class B Preferred, par value $.01,
and 9,232 shares of Class C Preferred, par value $.01. In conjunction with this
equity transaction, the Company issued warrants to purchase 10,650 shares of
Class B Preferred for $458 per share.

In February 1998, for net consideration of approximately $4,935 the
Company issued 15,692 shares of Class B Preferred and warrants to purchase
1,810 shares of Class B Preferred for $458 per share.

In August 1998, for net consideration of approximately $35,400, the
Company issued 35,700 shares of Class D Preferred, $.01 par value.

In November 1998, the Company issued warrants to purchase 500,000 shares
of Class A Common Stock at $10 per share. The warrants expire three years from
the date of grant and were issued upon the Company's approval of a marketing
plan. The fair value of the warrants was measured on the date the warrants

F-18
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

were earned, using the Black-Scholes option pricing model and was recorded as
an expense of approximately $815 in the fourth quarter of 1998. The assumptions
utilized by the Company in determining the fair value of these warrants were as
follows: dividend yield 0%, risk-free interest rate 5.0%, expected volatility
72%, and expected life of 3 years.

In December 1998, the Company issued warrants to purchase 500,000 shares
of Class B Common Stock at $10 per share. The warrants expire the later of
eighteen months from the date of grant or twelve months after an initial public
offering of the Company's Common Stock. The warrants were granted in
conjunction with a contract that will generate revenue for the Company
beginning in 1999 and are exercisable immediately. The fair value of the
warrants of $1,200 was measured at the grant date using the Black-Scholes
option pricing model and the related charge will be recorded as contra-revenue
as the services are provided to the customer over the next twelve to eighteen
months. The assumptions utilized by the Company in determining the fair value
of these warrants were as follows: dividend yield 0%, risk free interest rate
5.0%, expected volatility 82%, and expected life of 18 months.

The Company has accounted for the Class B, Class C and Class D Preferred
as mandatorily redeemable preferred stock. Accordingly, the Company is accruing
dividends and amortizing any difference between the carrying value and the
redemption value over the redemption period with a charge to additional paid-in
capital ("APIC").

The Class D Preferred provides that, upon redemption the holders will
receive $1,000 per share plus any accrued and unpaid dividends and a certain
number of shares of Class B Common Stock of the Company. The aggregate number
of shares of Class B Common Stock to be issued varies based on the timing of a
Qualified Public Offering, but at a minimum, equals 3,722,502 shares. The
proceeds from the issuance of the Class D Preferred have been allocated to the
Class D Preferred (included in mandatorily redeemable preferred stock) and
Class B Common Stock to be issued (included in additional paid-in-capital),
based on the relative fair values of the securities as of the date of issuance.
Of the approximately $35,400 total proceeds from the issuance of the Class D
Preferred, $22,165 was allocated to the Class D Preferred and the remaining
$13,235 was allocated to Class B Common Stock to be issued. The amount
allocated to the Class B Common Stock to be issued was based on the fair value
of the guaranteed minimum number of shares (3,722,502) to be issued. The number
of shares of Class B Common Stock to be issued increases depending on the
timing of a Qualified Public Offering, up to a maximum of 5,279,293 shares. The
fair value of the additional 1,556,791 potentially issuable shares of Class B
Common Stock is determined at the end of each reporting period and is ratably
charged to net loss available to common stockholders, over the 7-year
redemption period. The Company is accruing the 12% dividend on the Class D
Preferred and accreting any difference between the carrying value and the
redemption value over the 7-year redemption period with a charge to APIC.

The amount charged to APIC related to the Class B and Class C Preferred
was $5,449 and $926, respectively, for the year ended December 31, 1998. The
Company has reserved 18,817 Class B Preferred shares for exercise of warrants
and conversion of 10,799,020 Class A Common Shares.

The rights, preferences and privileges with respect to the Class B, Class
C and Class D Preferred are as follows:

Voting

Class B Preferred has the same number of votes as each share of Class A
Common Stock into which such preferred stock may be converted. Class C and
Class D Preferred have no voting rights.

F-19
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

Dividends

The Company may make distributions to Class B and Class C Preferred;
however, there is no requirement for dividends. If a distribution is made to
common stockholders, Class A, Class B and Class C Preferred stockholders will
receive a similar per share amount based on the number of shares of Class A
Common Stock into which the Class A, Class B and Class C Preferred will
convert. The Class D Preferred accrues dividends at the rate of 12% per annum.

Conversion

Each share of Class B and Class C Preferred is convertible at the option
of the holder into 100 shares of Class A Common Stock. This conversion rate is
subject to change if certain events occur that would otherwise dilute the
conversion rights of the Class B and Class C Preferred. Such conversion is
automatic upon the effective date of an initial public offering of the
Company's Common Stock with a per share price of at least $7 and for which the
aggregate proceeds to the Company equal at least $30,000 (a "Qualified Public
Offering"). The Class D Preferred is not convertible.

Redemption

The Company has the right to redeem the Class B and Class C Preferred
prior to December 31, 2004 only upon a change in control. The Class B and Class
C Preferred stockholders have the right, at their option, to require the
Company to redeem any or all of the stock on or after December 31, 2004. The
redemption amount will be the fair value per share of the Class B and Class C
Preferred, as of the date of redemption, plus an amount equal to all declared
and unpaid dividends. The Company is accreting the carrying value of the Class
B and Class C Preferred up to the redemption price over the period from
issuance until December 31, 2004.

The Company has the right to redeem the Class D Preferred at any time
prior to its mandatory redemption date of August 2005. The Class D Preferred
stockholders have the right to require the Company to redeem the shares only
upon the occurrence of certain events. Holders of Class D Preferred have the
right at their option to require the Company to redeem the Class D Preferred
held by them at any time after August 2005, or at any time after one of the
following redemption events, if earlier: a breach of the dividend payment
provisions of the Class D Preferred; a bankruptcy of the Company or any of its
subsidiaries; a judgment for payment of money in an amount exceeding $5,000;
the acceleration of indebtedness in an amount exceeding $5,000; a breach of the
documents governing the issuance of the Class D Preferred; or a change of
control. The redemption amount is equal to the liquidation preference amount
plus all accrued and unpaid dividends plus a certain number of shares of Class
B Common Stock, which varies depending on the timing of a Qualified Public
Offering, as follows:

<TABLE>
<CAPTION>
Number of Class B
Common Stock Shares
Date of Qualified Public Offering to be issued
--------------------------------- -------------------
<S> <C>
prior to or on August 14, 1999......................... 3,722,502
August 15, 1999-February 14, 2000...................... 4,647,602
after February 14, 2000................................ 5,279,293
</TABLE>

Liquidation

The Class D Preferred has liquidation preference over the Class A, Class
B and Class C Preferred, which all have the same liquidation preference based
on their respective liquidation values. All classes of preferred stock have
liquidation preference over the Class A and Class B Common Stock. The
liquidation value equals $325 per share for the Class B and Class C Preferred
and $1,000 per share for the Class D Preferred plus any declared and unpaid
dividends, subject to adjustment.

F-20
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

The following is a summary of the carrying value of the mandatorily
redeemable preferred stock:

<TABLE>
<CAPTION>
December 31,
---------------------------------------
1997 1998
------------------- -------------------
Redemption Carrying Redemption Carrying
Value Value Value Value
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Class B Preferred............... $27,000 $26,937 $93,829 $37,683
Class C Preferred............... 3,000 2,993 8,770 3,523
Class D Preferred............... -- -- 50,552 24,473
------- -------
$29,930 $65,679
======= =======
</TABLE>

The rights, preferences and privileges with respect to the mandatorily
redeemable preferred stock of subsidiary, CFN Mandatorily Redeemable Preferred,
are as follows:

Authorized number of shares

As of December 31, 1998, there were 24,900,000, 13,333,334 and 13,333,334
shares of CFN Mandatorily Redeemable Preferred shares authorized, issued and
outstanding, respectively. There were no shares authorized, issued or
outstanding as of December 31, 1997.

Voting

Each share of CFN Mandatorily Redeemable Preferred is entitled to one
vote on issues that are subject to a vote of the CFN stockholders.

Dividends

CFN may make distributions to CFN Mandatorily Redeemable Preferred
stockholders; however, there is no requirement for dividends. If a distribution
is made to the common stockholder of CFN, CFN Mandatorily Redeemable Preferred
stockholders will receive a similar per share amount based on the number of CFN
common shares into which the CFN Mandatorily Redeemable Preferred is then
convertible.

Conversion

Each share of CFN Mandatorily Redeemable Preferred is convertible into
one share of CFN Common Stock. This conversion rate is subject to change if
certain events occur that would otherwise dilute the conversion rights of the
CFN Mandatorily Redeemable Preferred stockholders. Such conversion is at the
option of the holder and is also automatic upon the effective date of an
initial public offering of at least 15% of CFN's Common Stock with a per share
price of at least $2 (the "CFN Qualified Public Offering").

Liquidation

The CFN Mandatorily Redeemable Preferred has liquidation preference over
the CFN Common Stock. The Liquidation Value is equal to $0.75 per share and is
subject to adjustment if certain events occur that would otherwise dilute the
liquidation rights of the CFN Mandatorily Redeemable Preferred. The amount to
be paid to the CFN Mandatorily Redeemable Preferred stockholders equals the
liquidation value plus any declared and unpaid dividends as of the liquidation
date. CFN Mandatorily Redeemable Preferred stockholders will not participate in
any balance remaining after such amounts have been paid.

F-21
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

Redemption

CFN Mandatorily Redeemable Preferred stockholders have the right at their
option, to require CFN to redeem any or all of the CFN Mandatorily Redeemable
Preferred on or after December 31, 2005. Such redemption will be a redemption
price per share equal to the Liquidation Value plus all declared and unpaid
dividends. As of December 31, 1998, the carrying value of the CFN Mandatorily
Redeemable Preferred equaled its redemption value.

Exchange into Common Stock of the Company

Pursuant to the terms of the CFN stockholders' agreement each of the CFN
Mandatorily Redeemable Preferred stockholders has the right to exchange all,
but not less than all, of their CFN Mandatorily Redeemable Preferred into the
Company's Common Stock under two separate exchange rights. First, an exchange
may be made upon a change in control of CFN, unless (a) the change in control
occurs in the context of a tag-along, drag-along, or sale of CFN governed by
the CFN stockholders agreement, (b) the change in control transaction involves
the issuance of securities of CFN and the holders of CFN Mandatorily Redeemable
Preferred choose to exercise their preemptive rights with respect to such
issuance, or (c) the transaction effecting the change in control is a CFN
Qualified Public Offering. Second, the CFN Mandatorily Redeemable Preferred
stockholders have a one-time right to exchange on November 3, 2001, unless the
Company is no longer a stockholder of CFN and no CFN Qualified Public Offering
has occurred. In either case, the exchange rate will be based on the relative
fair values of CFN and the Company. The value of CFN Mandatorily Redeemable
Preferred upon a change in control transaction will be the price per share paid
in connection with such transaction. The value of CFN Mandatorily Redeemable
Preferred under the exchange right available on November 3, 2001 will be the
greater of the Liquidation Value of such stock or the appraised fair market
value of such stock assuming a conversion of such stock into the Common Stock
of CFN. CFN Mandatorily Redeemable Preferred will then be exchanged into an
equivalent value of the Company's Common Stock based on a trailing average of
closing prices of the Company's Common Stock, if such stock is publicly traded,
or the most recent appraisal of the Company, if such stock is not publicly
traded.

Commitment to Purchase CFN Mandatorily Redeemable Preferred

If as of November 3, 1999, CFN has sold fewer than 24,900,000, shares of
CFN Mandatorily Redeemable Preferred (including the 13,333,334 sold as of
December 31, 1998), the Company will purchase the number of shares of CFN
Mandatorily Redeemable Preferred equal to the difference between 24,900,000 and
the number of shares theretofore sold by CFN for $0.75 per share.

9. Stockholders' Equity

The Company's capital stock consists of $.01 par value Class A Common
Stock, $.01 par value Class B Common Stock, and $.01 par value Class A
Preferred. At December 31, 1997 and 1998, there were no outstanding shares of
Class A Common Stock.

During the year ended December 31, 1998, for consideration of
approximately $5,510, which includes a $900 note receivable, the Company issued
8,031 shares of Class A Preferred.

The rights, preferences and privileges with respect to the Common Stock
and Class A Preferred are as follows:

Voting

Holders of shares of Class A Common Stock are entitled to ten votes per
share, holders of Class B Common Stock are entitled to one vote per share and
holders of Class A Preferred are entitled to voting rights as if the stock had
been converted into Class A Common Stock.

F-22
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

Dividends

Holders of shares of Class A and Class B Common Stock are entitled to
share, on an as converted basis with the Class A Preferred, Class B Preferred
and Class C Preferred any dividends declared by the Board of Directors.

Conversion

Holders of shares of Class A Common Stock are entitled to convert their
shares into Class B Common Stock at any time on a share-for-share basis. Each
share of Class A Preferred is convertible into 100 shares of Class A Common
Stock. This conversion rate is subject to change if certain events occur that
would otherwise dilute the conversion rights of the Class A Preferred. Such
conversion is automatic upon the effective date of a Qualified Public Offering.
The Company has reserved 25,000,000 shares of Class B Common Stock for issuance
upon conversion of Class A Preferred.

Redemption

The Class A Preferred stockholders have no option to require the Company
to redeem their stock. The Company has the right to an early redemption, at the
liquidation value, only upon a change in control, as defined.

Liquidation

The Class A Preferred has liquidation preference over the Class A and
Class B Common Stock. The liquidation value for the Class A Preferred will
equal the amount invested, which ranges from $100 to $1,000 per share, plus any
declared and unpaid dividends.

Other

Under certain limited circumstances as described in the Stockholders'
Agreement ("Agreement"), management can put their preferred and/or common
shares back to the Company at fair value, as defined in the Agreement. The
Company is obligated to pay for the shares in cash, or at the option of the
Board of the Directors, with a promissory note. The Agreement terminates upon
the effective date of a Qualified Public Offering.

Treasury stock

During February and March 1998, the Company purchased a total of 242,416
shares of Class B Common Stock from two employees at a purchase price of $3.25
per share. During September 1998, the Company purchased a total of 10,000
shares of Class B Common Stock from one employee at a price of $10 per share.

F-23
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

10. Income Taxes

The components of the benefit (provision) for income taxes consist of the
following:

<TABLE>
<CAPTION>
For the period
May 1, 1996 Years ended
through December 31,
December 31, --------------
1996 1997 1998
-------------- ------- ------
<S> <C> <C> <C>
Current:
State....................................... $(42) $ -- $ --
---- ------- -----
Deferred:
State....................................... 101 --
Federal..................................... 243 2,782 --
---- ------- -----
344 2,782 --
---- ------- -----
$302 $ 2,782 $ --
==== ======= =====
</TABLE>

As of December 31, 1997 and 1998, the Company had net operating loss
carryforwards for federal income tax purposes of approximately $11,200 and
$46,560, respectively. The Company acquired loss carryforwards of approximately
$1,100 in 1996, $1,560 in 1997 and $3,510 in 1998. The carryforwards expire in
varying amounts through 2018. The use of acquired net operating loss
carryforwards is restricted in accordance with Internal Revenue Service
regulations.

In addition, under the Tax Reform Act of 1986, the amounts of, and the
benefits from, net operating loss carryforwards may be impaired or limited in
certain circumstances. These circumstances include, but are not limited to, a
cumulative stock ownership change of greater than 50% over a three-year period.
A valuation allowance has been recorded against the Company's net deferred tax
asset as management believes it is more likely than not that they will not be
realized.

A reconciliation of the federal statutory rate and the effective income
tax rate follows:

<TABLE>
<CAPTION>
For the period
May 1, 1996 Years ended
through December 31,
December 31, -----------------
1996 1997 1998
-------------- ------- --------
<S> <C> <C> <C>
Statutory federal tax rate (34%)....... $ 597 $ 6,195 $ 16,614
Nondeductible amortization............. (315) (1,684) (2,667)
State income tax....................... 24 252 743
Losses of foreign subsidiaries......... -- -- (860)
Change in valuation allowance,
including effect of acquisitions...... (312) (2,159) (13,427)
Other.................................. 308 178 (403)
----- ------- --------
$ 302 $ 2,782 $ --
===== ======= ========
</TABLE>

F-24
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

Deferred tax (assets) liabilities are comprised of the following:

<TABLE>
<CAPTION>
December 31,
-----------------
1997 1998
------- --------
<S> <C> <C>
Gross deferred tax assets
Allowance for doubtful accounts...................... $ (28) $ (349)
Loss in equity investment............................ (643) (750)
Intangibles.......................................... -- (967)
Net operating loss carryforward...................... (4,330) (16,923)
Valuation allowance.................................. 2,711 11,400
------- --------
$(2,290) $ (7,589)
======= ========
Gross deferred tax liabilities
Property and equipment............................... 242 842
Intangible assets.................................... 1,832 6,570
Conversion from S Corporation to C Corporation....... 116 77
Other................................................ 100 100
------- --------
2,290 7,589
------- --------
Net deferred tax asset................................. $ -- $ --
======= ========
</TABLE>

11. Stock-Based Compensation

The Company's 1996 Stock Option Plan (the "1996 Stock Option Plan") was
established to promote the success of the Company by providing an additional
means to attract and retain key personnel. Pursuant to the terms of the 1996
Stock Option Plan, a committee of the Board of Directors is authorized to grant
options to purchase Class B Common Stock not to exceed an aggregate maximum of
25,000,000 shares to officers and employees. The committee is further
authorized to establish the exercise price and the vesting terms.

In December 1998, the Board of Directors of the Company adopted the 1998
Non-Employee Stock Option Plan (the "1998 Stock Option Plan"), which contains
essentially the same terms as the 1996 Stock Option Plan, except that the 1998
Stock Option Plan was established for grants to persons who are not employees
of the Company. The 1998 Stock Option Plan authorizes the granting for up to an
aggregate maximum of 1,000,000 options, of which 290,464 were outstanding as of
December 31, 1998.

The Company expects that most options granted pursuant to the plans will
be subject to vesting over a period of 4 to 5 years, such as 20% increments
each year over a period of five years, during which the optionee must continue
to be an employee of the Company. The committee, however, may choose to impose
different vesting requirements or none at all. Options outstanding under the
Plan generally have a term of ten years.

The Company applies APB 25 and related Interpretations in accounting for
the Plan. During 1997 and 1998, $0 and $1,641, respectively, of compensation
expense was recognized. Stock options issued in connection with acquisitions
were accounted for as purchase price.

F-25
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

Had compensation expense for the Company's Plan been determined under the
provisions of FAS 123 based on the fair value at the grant date, the Company's
net loss and loss per share would have been increased to the pro forma amounts
indicated below:

<TABLE>
<CAPTION>
For the period
May 1, 1996 For the years ended
through December 31,
December 31, --------------------
1996 1997 1998
-------------- --------- ---------
<S> <C> <C> <C>
Net loss
As reported....................... $(1,454) $ (15,440) $ (48,866)
Pro forma......................... $(1,481) $(15,501) $(50,388)
Basic and diluted net loss per
common share
As reported....................... $ (0.37) $ (2.36) $ (4.92)
Pro forma......................... $ (0.37) $ (2.37) $ (5.05)
</TABLE>

The minimum value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-
average assumptions used for grants during the 1996, 1997 and 1998 periods,
respectively; dividend yield of 0% for all periods; expected volatility of 0%
for all periods, risk free interest rate of 6.3%, 5.7% and 5.0%, expected life
of 5 years, 4 years and 4 years.

A summary of stock options as of December 31, 1996, 1997 and 1998 and
activity during the period ending on those dates is as follows:

<TABLE>
<CAPTION>
1996 1997 1998
------------------- ------------------- --------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Options
--------- -------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of period.............. -- -- 1,915,500 $1.77 5,549,200 $2.35
Granted................. 1,920,500 $1 .77 3,847,200 $2.59 13,310,331 $7.31
Exercised............... -- -- -- -- (57,800) $0.01
Forfeited............... (5,000) $ 1.00 (213,500) $1.03 (575,619) $5.39
--------- ------ --------- ----- ---------- -----
Outstanding at the end
of period.............. 1,915,500 $ 1.77 5,549,200 $2.35 18,226,112 $5.89
--------- ------ --------- ----- ---------- -----
Options exercisable at
end of period.......... 1,183,100 $ 1.93 3,045,300 $2.03 7,833,247 $3.88
--------- ------ --------- ----- ---------- -----
Weighted average fair
value of options
granted during the
period.................
<CAPTION>
1996 1997 1998
------------------- ------------------- --------------------
Weighted Weighted Weighted Weighted Weighted Weighted
Average Fair Average Fair Average Fair
Options Granted During Exercise Market Exercise Market Exercise Market
the Year Price Value Price Value Price Price
---------------------- --------- -------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Option price>fair market
value $ 0.70 $ 1.77 $ 2.13 $3.45 $ 9.91 $ --
Option price=fair market
value -- -- $ 2.50 $2.50 $ 5.00 $0.91
Option price<fair market
value -- -- $ 2.13 $0.90 $ 3.49 $2.10
</TABLE>

F-26
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

The following table summarizes information about stock options
outstanding at December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------------- --------------------
Number Number
Outstanding Weighted Weighted Exercisable Weighted
at Average Average at Average
December Remaining Exercise December Exercise
Range of 31, Contractual Price 31, Price
Exercise Prices 1998 Life $ 1998 $
--------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$0.01-$0.75 537,954 9.30 $ 0.19 531,460 $ 0.18
$0.95-$1.32 1,423,665 8.15 $ 0.97 1,217,835 $ 0.97
$1.84-$2.60 2,533,004 7.91 $ 2.18 1,866,974 $ 2.12
$3.00-$4.50 4,575,339 9.05 $ 3.97 2,102,997 $ 3.87
$5.00-$6.00 1,904,351 9.18 $ 5.08 818,487 $ 5.06
$8.00-$10.00 7,251,799 9.78 $10.00 1,295,494 $10.00
---------- ---------
18,226,112 7,833,247
========== =========
</TABLE>

12. Employee Benefit Plans

Employees of the Company can elect to participate in the iXL
Enterprises, Inc. Savings Plan (the "Plan") which is intended to be qualified
and exempt from tax under Section 401(k) of the Internal Revenue Code.
Employees are eligible to participate in the Plan after one month of service
and can elect to invest 1% to 16% of their pre-tax earnings. All employee
contributions are fully vested and there have not been material contributions
to the Plan by the Company.

13. Commitments and Contingencies

Certain operating facilities and equipment are leased under non-
cancelable agreements. Operating lease expense charged to operations was
approximately $184 in 1996, $956 in 1997 and $3,844 in 1998. As of December
31, 1998, the approximate future minimum lease payments for noncancelable
operating leases are as follows:

<TABLE>
<S> <C>
1999............................................................... $ 6,586
2000............................................................... 5,862
2001............................................................... 5,485
2002............................................................... 5,264
2003............................................................... 4,112
Thereafter......................................................... 15,832
-------
$43,141
=======
</TABLE>

As of December 31, 1998, the Company has commitments for capital
expenditures of approximately $5,400, primarily in connection with expansion
and improvement of its Atlanta, New York and Denver offices.

The Company is subject to legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of the management, the amount
of the ultimate outcome of these actions will not materially affect the
Company's financial position, results of operations or cash flows.

F-27
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

14. Business Segments

The Company operates in two business segments: strategic Internet
services, which includes Internet strategy consulting, Internet-based business
solutions and solution sets; and CFN, an e-commerce platform for marketing
financial services and employee benefits.

iXL's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
segment requires different technology, strategic competencies, and marketing
strategies.

A summary of the Company's two business segments for the two years ended
December 31, 1998 is set forth below. For the year ended December 31, 1997,
CFN's information includes the period from December 20, 1996 (date of
acquisition) through December 31, 1997:

<TABLE>
<CAPTION>
Strategic
Internet
1998 Services CFN Total
---- --------- ------- -------
<S> <C> <C> <C>
Revenues....................................... $64,516 $ 251 $64,767
Loss from operations........................... (33,636) (13,542) (47,178)
Loss on equity investment...................... (1,640) -- (1,640)
Interest income................................ 713 37 750
Interest expense............................... 750 20 770
Amortization................................... 10,534 56 10,590
Depreciation................................... 4,542 675 5,217
Identifiable assets............................ 86,207 9,696 95,903
Capital expenditures........................... 18,082 2,222 20,304
<CAPTION>
1997
----
<S> <C> <C> <C>
Revenues....................................... $18,986 $ -- $18,986
Loss from operations........................... (12,126) (4,667) (16,793)
Loss on equity investment...................... (1,443) -- (1,443)
Interest income................................ 136 -- 136
Interest expense............................... 238 -- 238
Amortization................................... 5,135 56 5,191
Depreciation................................... 1,328 80 1,408
Identifiable assets............................ 42,795 1,454 44,249
Capital expenditures........................... 5,795 909 6,704
</TABLE>

15. Related Party Transactions

In January 1997, the Company entered into an agreement to lease its
headquarters office space from Park Place Emery, L.L.C. ("PPE") commencing
April 1, 1997 for a term of eleven years. The Chief Executive Officer and
Chairman of the Board of Directors (the "Chairman") of the Company is a limited
partner in PPE. The Company paid $347 and $628 under this lease in 1997 and
1998, respectively.

During 1997, certain executive officers of the Company loaned the Company
a total of $6,600. The loans bore interest at 12% and were repaid during the
year. Interest expense recognized in 1997 related to these borrowings was
approximately $88. In June 1998, the Chairman's spouse loaned the Company
$4,000 at an interest rate of 10%. The principal and interest on this note were
repaid in July 1998.

F-28
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

In April 1996, the Company paid Kelso & Company a fee of $150 for
financial advisory services. In addition, the Company agreed to pay Kelso &
Company an annual fee of $15 for financial advisory services. The Company has
also agreed to indemnify Kelso & Company against certain claims, losses,
damages, liabilities and expenses which may arise in connection with rendering
such financial advisory services.

In June 1998, the Company created a wholly owned subsidiary, Permit.Com,
Inc. On June 26, 1998, the Board of Directors of the Company approved and
declared a dividend of the common stock of Permit.Com, Inc. payable to
stockholders of the Company of record as of June 1, 1998. The carrying value of
the assets of Permit.Com, Inc. were $0.

The Company recognized revenues in 1996, 1997 and 1998 from providing
services to certain of its investors, and entities related to its investors, of
$0, $100 and $2,177, respectively.

16. Subsequent Events

In January 1999, for net consideration of $22,718, the Company issued
22,825 shares of Class A Preferred. A portion of the proceeds were used to
repay approximately $9,430 of the borrowings under the revolving line of credit
portion of the Credit Agreement.

The Company's Board of Directors authorized the Company to file a Form S-
1 with the Securities and Exchange Commission under the Securities Act of 1933
with respect to an initial public offering of the Company's Common Stock. In
connection with the offering, the Company has agreed to pay Kelso & Company a
fee equal to $750 payable in shares of Common Stock, valued at the offering
price.

In February 1999, the Company's Board of Directors adopted the 1999
Employee Stock Option Plan (the "1999 Stock Option Plan"). The 1999 Stock
Option Plan authorizes the granting of options to purchase up to an aggregate
maximum of 5,000,000 shares of Class B Common Stock.

Prior to the closing of the Company's initial public offering, the
Company's shareholders will approve an amendment to the Company's Certificate
of Incorporation which will take effect upon such closing. Pursuant to such
amendment, upon the closing of the initial public offering, all outstanding
shares of Class A, Class B and Class C Convertible Preferred Stock, Class D
Nonvoting Preferred Stock, and Class A and Class B Common Stock will be
reclassified as common stock. This reclassification will preclude the automatic
conversion feature of the Class A, Class B and Class C Convertible Preferred
Stock.

The Class D Preferred Stockholders will, as a result of the
reclassification, receive in the aggregate 3,722,502 shares of common stock
plus a number of shares equal to the Class D Preferred Stock liquidation value
of $35,700 plus accrued dividends divided by the gross initial public offering
price of common stock before deducting any underwriting or other selling
discounts. This transaction will result in a charge to net loss available to
common shareholders equal to the difference between $35,700 plus accrued
dividends and the carrying value of the Class D Preferred Stock.

Subsequent Event (unaudited)

Transaction with General Electric

In April 1999, the Company entered into several agreements with
affiliates of the General Electric Company ("GE") whereby (1) GE committed to
purchase 16,190,475 shares of CFN series B mandatorily redeemable convertible
preferred stock (12.5% of CFN, on an as converted basis) for a purchase price
of approximately $50,000 payable upon the earlier of the initial public
offering date or August 31, 1999 (2) GE entered into a services agreement that
provides that GE will purchase $20,000 of services from the Company

F-29
<PAGE>

iXL ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)

and in exchange for entering into such agreement the Company will grant GE
warrants to purchase 1 million shares of the Company's common stock at an
exercise price of $15 per share (3) GE committed to purchase 2 million shares
of the Company's common stock at a price per share equal to the initial public
offering price in a private placement that will be concurrent with the initial
public offering and (4) the Company will grant GE warrants to purchase 1.5
million shares of the Company's common stock at an exercise price equal to the
initial public offering price in consideration for GE (a) implementing a
mutually acceptable marketing campaign to advertise its relationships with the
Company and CFN, and (b) entering into an agreement to use reasonable efforts
to provide access to CFN's platform to employees of GE Capital Equity
Investments, Inc.

All the warrants issued in connection with the April 1999 transactions
with GE are 100% vested on the date of grant, nonforfeitable, and are
exercisable after one year subsequent to the date of grant. The fair value of
the warrants to purchase 1 million shares of common stock issued in connection
with the $20 million services agreement is $4.8 million. The related charge
will be recorded as contra-revenue as the services are provided to GE. The fair
value of the warrants was determined using the Black-Scholes option pricing
model. The assumptions utilized in determining the fair value are as follows:
life of warrant=three years; expected volatility=85%; dividend yield=0%; risk
free rate=5%; fair market value of underlying stock on date of grant=$10.00.

The fair value of the warrants to purchase 1.5 million shares of common
stock of $12.6 million has been calculated using the Black Scholes option
pricing model. The assumptions utilized in determining this fair value are as
follows: life of warrant=five years; expected volatility=85%; dividend
yield=0%; risk free rate=5%; fair market value of underlying stock on date of
grant=$12.00 (based on the initial public offering price); exercise
price=$12.00.

In conjunction with the above agreements, the exchangeability feature of
the CFN Mandatorily Redeemable Preferred, as described in Note 8, was
eliminated. In addition, the commitment of the Company to purchase additional
shares of CFN Mandatorily Redeemable Preferred, as described in Note 8, was
also eliminated.

Pro forma financial information

The pro forma consolidated balance sheet as of March 31, 1999 is
unaudited. However, in the opinion of management, such information has been
prepared on the same basis as the audited financial statements and includes
adjustments to reflect (i) the net proceeds of $49,300 from the issuance of
16,190,475 shares of CFN Series B mandatorily redeemable convertible preferred
stock on June 8, 1999; (ii) the reclassification of the Class A Preferred, the
Class B Mandatorily Redeemable Convertible Preferred Stock ("Class B
Preferred"), and the Class C Mandatorily Redeemable Convertible Preferred Stock
("Class C Preferred") into Common Stock; (iii) the issuance of Common Stock
issuable upon the reclassification of the Class D Mandatorily Redeemable
Preferred Stock ("Class D Preferred") which includes the Common Stock issuable
in lieu of cash for the liquidation value and accrued dividends; (iv) the
exercise of warrants to purchase 240,006 shares of common stock which were
mandatorily exercisable upon the closing of iXL's initial public offering into
237,254 shares of common stock; (v) the exercise of warrants to purchase
1,246,000 shares of common stock for cash consideration of $4.58 per share upon
the closing of iXL's initial public offering; (vi) the repayment of
$9.9 million of debt upon the closing of iXL's initial public offering; (vii)
the sale by iXL of 6,000,000 shares of common stock offered at the initial
public offering price of $12 per share after deducting the estimated
underwriting discounts and commissions and offering expenses payable by iXL;
(viii) the sale and issuance to General Electric upon the closing of iXL's
initial public offering of an aggregate of 2,000,000 shares of common stock at
the initial public offering price of $12 per share; and (ix) the sale by iXL of
900,000 shares of common stock at $12 per share upon the underwriter's exercise
of the over-allotment option.

F-30
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholder of
BoxTop Interactive, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholders' deficit and of cash flows present
fairly, in all material respects, the financial position of BoxTop Interactive,
Inc. (the "Company") at September 30, 1996 and May 31, 1997, and the results of
its operations and its cash flows for the period November 6, 1995 (inception)
through September 30, 1996 and the period October 1, 1996 through May 31, 1997,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
October 3, 1997

F-31
<PAGE>

BOXTOP INTERACTIVE, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
September 30, May 31,
1996 1997
------------- -----------
<S> <C> <C>
ASSETS
Current assets
Cash.............................................. $ 2,288 $ --
Accounts receivable............................... 241,007 319,869
Prepaid expenses and other assets................. 2,255 81,139
---------- -----------
Total current assets............................ 245,550 401,008
---------- -----------
Property and equipment, net......................... 313,876 391,454
Advances to shareholder............................. 18,945 79,565
Intangible asset, net of accumulated amortization of
$10,415 at May 31, 1997............................ -- 239,585
Other noncurrent assets............................. 25,751 27,373
---------- -----------
Total assets.................................... $ 604,122 $ 1,138,985
========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable.................................. $ 502,476 $ 604,007
Accrued expenses.................................. 606,663 319,861
Current portion of long-term debt................. 223,718 1,493,836
Current portion of capital lease obligations...... 37,024 41,351
Due to affiliate.................................. 60,052 208,835
---------- -----------
Total current liabilities....................... 1,429,933 2,667,890
---------- -----------
Long-term debt...................................... 36,620 24,413
Capital lease obligations........................... 81,844 50,854
---------- -----------
Total liabilities............................... 1,548,397 2,743,157
---------- -----------
Shareholders' deficit
Common stock, $.01 par value; Authorized
50,000,000 shares; issued and outstanding
3,200,000 and 3,350,000 shares, respectively..... 32,000 33,500
Additional paid-in capital........................ 2,490 89,490
Accumulated deficit............................... (978,765) (1,727,162)
---------- -----------
Total shareholders' deficit..................... (944,275) (1,604,172)
---------- -----------
Total liabilities and shareholders' deficit..... $ 604,122 $ 1,138,985
========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-32
<PAGE>

BOXTOP INTERACTIVE, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For the period
November 6, 1995 For the period
(inception) October 1, 1996
through through
September 30, 1996 May 31, 1997
------------------ ---------------
<S> <C> <C>
Revenues..................................... $1,746,022 $2,759,993
---------- ----------
Costs and expenses
Direct cost of revenues.................... 684,013 1,113,615
Selling, general and administrative........ 1,935,205 2,231,895
Depreciation and amortization.............. 74,234 114,467
---------- ----------
Total operating expenses................. 2,693,452 3,459,977
---------- ----------
Loss from operations..................... (947,430) (699,984)
---------- ----------
Interest expense............................. (30,535) (56,338)
Other income................................. -- 8,725
---------- ----------
Loss before income taxes................. (977,965) (747,597)
Income taxes................................. (800) (800)
---------- ----------
Net loss................................. $ (978,765) $ (748,397)
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-33
<PAGE>

BOXTOP INTERACTIVE, INC.

STATEMENT OF SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
Common stock Additional Total
----------------- Paid-in Accumulated Shareholders'
Shares Amount Capital Deficit Deficit
--------- ------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Initial capital
contribution........... 1,000 $ 10 $ 2,490 $ -- $ 2,500
Issuance of common
stock................ 3,199,000 31,990 -- -- 31,990
Net loss.............. -- -- -- (978,765) (978,765)
--------- ------- ------- ----------- -----------
Balance, September 30,
1996................... 3,200,000 32,000 2,490 (978,765) (944,275)
Issuance of common
stock................ 150,000 1,500 17,000 -- 18,500
Issuance of stock
options and
warrants............. -- -- 70,000 -- 70,000
Net loss.............. -- -- -- (748,397) (748,397)
--------- ------- ------- ----------- -----------
Balance, May 31, 1997... 3,350,000 $33,500 $89,490 $(1,727,162) $(1,604,172)
========= ======= ======= =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-34
<PAGE>

BOXTOP INTERACTIVE, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the period
November 6, 1995 For the period
(inception) October 1, 1996
through through
September 30, 1996 May 31, 1997
------------------ ---------------
<S> <C> <C>
Cash flows from operating activities
Net loss................................... $(978,765) $ (748,397)
Adjustments to reconcile net loss to net
cash used for operating activities
Stock compensation expense................ 31,990 88,500
Depreciation and amortization............. 74,234 114,467
Changes in assets and liabilities
Accounts receivable...................... (241,007) (78,862)
Prepaid expenses and other assets........ 13,745 (78,884)
Advances to shareholder.................. (18,945) (60,620)
Other noncurrent assets.................. (25,751) (1,622)
Accounts payable......................... 502,476 101,531
Accrued expenses......................... 606,663 (286,802)
Due to affiliate......................... (5,854) (101,217)
--------- ----------
Net cash used for operating activities.. (41,214) (1,051,906)
--------- ----------
Cash flows from investing activities
Purchase of property and equipment......... (135,409) (181,630)
--------- ----------
Net cash used for investing activities.. (135,409) (181,630)
--------- ----------
Cash flows from financing activities
Borrowings from long-term debt............. 200,000 1,375,000
Repayments of long-term debt............... (15,770) (117,089)
Repayments of capital lease obligations.... (7,819) (26,663)
--------- ----------
Net cash provided by financing
activities............................. 176,411 1,231,248
--------- ----------
Net decrease in cash.................... (212) (2,288)
Cash, beginning of period................... 2,500 2,288
--------- ----------
Cash, end of period......................... $ 2,288 $ --
========= ==========
Supplemental disclosure of cash flow
information
Cash paid during the period for interest... $ 16,655 $ 17,334
========= ==========
Cash paid during the period for income
taxes..................................... $ 800 $ --
========= ==========
Non-cash activities
Cost of licensing agreement................ $ -- $ 250,000
Assets acquired under capital lease........ $ 126,686 $ --
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-35
<PAGE>

BOXTOP INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS

1. Business

BoxTop Interactive, Inc. (the "Company") develops, maintains and hosts
interactive web sites for clients in a variety of industries. The Company also
develops interactive audio and visual communication applications for use with
personal and business computers. The Company is a California corporation and
was incorporated on November 6, 1995.

2. Summary of Significant Accounting Policies

Revenue recognition

Revenues from website development, hosting and maintenance services are
recognized as the services are performed. Sales to customers representing 10%
or more of revenues for the eight months ended May 31, 1997 are as follows:
customer A--$900,000 and customer B--$451,000. Sales to customers representing
10% or more of revenues for the eleven months ended September 30, 1996 are as
follows: customer C--$262,000, customer D--$175,000, customer E--$248,000, and
customer F--$168,000.

Property and equipment

Property and equipment are recorded at cost, less accumulated
depreciation and amortization. Expenditures for renewals and improvements that
significantly add to the productive capacity or extend the useful life of an
asset are capitalized. Expenditures for maintenance and repairs are charged to
operations as incurred. Depreciation expense is provided using the straight-
line method over the estimated useful lives of the assets, which ranges from
three to five years. Leasehold improvements are amortized using the straight-
line method over the lesser of the lease term or the estimated useful life.
Equipment held under capital lease is recorded at the lower of the fair market
value of the lease or the present value of future minimum lease payments. These
leased assets are amortized using the straight-line method over the lesser of
the lease term or the estimated useful life.

Intangible asset

The intangible asset balance represents the cost of a licensing agreement
between BoxTop Entertainment, Inc. (an affiliate company) and the Company. The
licensing agreement is for the indefinite use of the BoxTop tradename and logo.
The intangible asset is stated at cost less accumulated amortization.
Amortization expense is provided using the straight-line method over ten years.

The carrying value of the intangible asset is reviewed periodically for
impairment based on future expected cash flows. Based on its review, the
Company does not believe that an impairment has occurred.

Software development costs

Software development costs incurred in connection with the Company's
licensed software products are accounted for in accordance with the provisions
of Financial Accounting Standards No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased, or Otherwise Marketed" (FAS 86). Capitalization of
such costs begins only upon establishment of technological feasibility as
defined in FAS 86 and ends when the resulting product is available for sale.
All costs incurred to establish the technological feasibility of software
products are classified as research and development and are expensed as
incurred. No products had reached technological feasibility during the period
from November 6, 1995 (inception) through May 31, 1997. Research and
development costs included in selling, general and administrative expense
approximated $78,000 and

F-36
<PAGE>

BOXTOP INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

$224,000 for the period November 6, 1995 (inception) through September 30,
1996, and the period October 1, 1996 through May 31, 1997, respectively.

Income taxes

The Company has applied the asset and liability approach of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (FAS
109), for financial accounting and reporting purposes. The Company accounts for
certain items of income and expense in different time periods for financial
reporting and income tax purposes. Provisions for deferred income taxes are
made in recognition of such temporary differences, where applicable. A
valuation allowance is established against deferred tax assets unless the
Company believes it is more likely than not that the benefit will be realized.

Stock-based compensation

The Company has elected to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB 25), and related Interpretations and to elect the disclosure option of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (FAS 123). Accordingly, compensation cost for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the amount an employee must pay to acquire
the stock.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Fair value of financial instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable and accrued expenses approximate fair value. The
carrying amount of long-term debt approximates fair value based on current
rates of interest available to the Company for loans of similar maturities.

3. Property and Equipment

Property and equipment consist of the following:

<TABLE>
<CAPTION>
September 30, May 31,
1996 1997
------------- ---------
<S> <C> <C>
Furniture and fixtures............................. $ 16,394 $ 31,388
Computer equipment................................. 376,017 502,826
Leasehold improvements............................. 1,438 21,260
Computer software.................................. -- 20,005
-------- ---------
393,849 575,479
Less accumulated depreciation and amortization..... (79,973) (184,025)
-------- ---------
Property and equipment, net...................... $313,876 $ 391,454
======== =========
</TABLE>

F-37
<PAGE>

BOXTOP INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

At September 30, 1996 and May 31, 1997, the Company had approximately
$127,000 of equipment under capital lease included in property and equipment in
the accompanying financial statements.

4. Accrued Expenses

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
September 30, May 31,
1996 1997
------------- --------
<S> <C> <C>
Payroll taxes payable................................ $402,972 $ --
Customer advances.................................... 165,419 180,994
Accrued vacation..................................... 28,000 40,952
Deferred rent........................................ -- 31,603
Accrued interest..................................... -- 36,016
Other................................................ 10,272 30,296
-------- --------
$606,663 $319,861
======== ========
</TABLE>

5. Long-term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
September 30, May 31,
1996 1997
------------- -----------
<S> <C> <C>
Notes payable to shareholders (see Note 11),
accruing monthly interest based on an annual rate
of 8%. Outstanding principal and accrued interest
are due 120 days after demand. These notes are
secured by substantially all of the assets of the
Company and are guaranteed by the principal
shareholder of the Company. These notes require a
late payment penalty of 5.0% of the outstanding
principal and accrued interest should payment not
be received within 120 days after demand........... $200,000 $ 100,000
Notes payable accruing monthly interest based on an
annual rate of 8%. Outstanding principal and
accrued interest are due on the earlier of demand
or July 1, 1997. These notes are secured by
substantially all of the assets of the Company and
are guaranteed by the principal shareholders of the
Company............................................ -- 750,000
Notes payable accruing monthly interest based on an
annual rate of 15%. Outstanding principal and
accrued interest are due on July 1, 1997. These
notes are secured by substantially all of the
assets of the Company and are guaranteed by the
principal shareholder of the Company. In connection
with these borrowings the Company issued warrants
to acquire 375,000 shares of the Company's common
stock at $1.00 per share exercisable on demand..... -- 375,000
Note payable to IXL Enterprises, Inc. (see note 12),
accruing monthly interest based on an annual rate
of 8%. Outstanding principal and accrued interest
are due on June 17, 1997. The note is guaranteed by
the principal shareholder of the Company........... -- 250,000
Bank equipment note payable bearing interest at the
Bank's prime rate plus 2%. This note requires
monthly principal payments of $1,526 plus interest
through September 1999............................. 54,930 42,723
Other............................................... 5,408 526
-------- -----------
Total debt...................................... 260,338 1,518,249
Less current portion of long-term debt............ (223,718) (1,493,836)
-------- -----------
Long-term debt.................................... $ 36,620 $ 24,413
======== ===========
</TABLE>

F-38
<PAGE>

BOXTOP INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Future maturities of principal payments under long-term debt are as
follows:

<TABLE>
<CAPTION>
Year ending
May 31,
-----------
<S> <C>
1998............................................................ $1,493,836
1999............................................................ 24,413
----------
$1,518,249
==========
</TABLE>

In June 1997, the Company was acquired by iXL Enterprises, Inc. (see Note
12). A portion of the proceeds from the acquisition was used to repay the
Company's outstanding debt and accrued interest of approximately $1,600,000 at
the date of acquisition.

6. Shareholders' deficit

Stock

The Company is authorized to issue two classes of stock designated
respectively as "common stock" and "preferred stock." The number of shares of
common stock and preferred stock authorized for issuance is 50,000,000 and
5,000,000, respectively.

Any liquidation preferences, dividends, voting rights and convertible
features of the preferred stock are to be determined by the Company's Board of
Directors at the time of issuance. From November 6, 1995 (inception) through
May 31, 1997, there was no preferred stock issued or outstanding.

During the period November 6, 1995 (inception) through September 30, 1996
and the period October 1, 1996 through May 31, 1997, the Company recognized
stock compensation expense of approximately $32,000 and $19,000, respectively,
related to the issuance of its common stock to employees and consultants. The
Company estimated the fair value of its stock at the date it was issued to
employees and consultants taking into consideration the Company's results of
operations, a stock repurchase, the sale of the Company to iXL and certain
other transactions.

Warrants

In connection with borrowings made by the Company during the period
October 1, 1996 through May 31, 1997, the Company issued warrants to acquire
375,000 shares of the Company's common stock at $1.00 per share exercisable on
demand. The fair value of the warrants at the date of grant was estimated to be
less than $1,000 and accordingly no amounts were allocated to them.

In December 1996 and May 1997, the Company issued warrants to consultants
to acquire 30,000 shares of the Company's common stock at an exercise price of
$1.10 per share and 40,000 shares of the Company's common stock at an exercise
price of $1.50 per share, respectively. Such warrants were exercisable
immediately. The Company recognized expense of approximately $38,000 in
connection with the issuance of warrants in May 1997. These warrants remained
outstanding as of May 31, 1997.

In connection with a customer making a $500,000 cash deposit with the
Company in October 1996 for future services, the Company issued warrants to
acquire 712,500 shares of the Company's common stock at $.90 per share
exercisable on demand. As of May 31, 1997, the Company has customer advances of
approximately $180,000 related to remaining services to be performed under the
agreement. These warrants remained outstanding as of May 31, 1997. The fair
value of the warrants at the date of grant was estimated to be less than $1,000
and accordingly no amounts were allocated to them.

F-39
<PAGE>

BOXTOP INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

The fair value of each warrant issued during the period October 1, 1996
through May 31, 1997 was estimated on the date of the grant using the Black-
Scholes option pricing model with the following weighted-average assumptions:
dividend yield of 0%; expected volatility of 20%; risk free interest rate of
6%; expected life of 3 years.

7. Income Taxes

The Company's income tax expense for the period November 6, 1995
(inception) through September 30, 1996 and the period October 1, 1996 through
May 31, 1997, consists entirely of the California State minimum income tax of
$800.

The Company had net deferred tax assets consisting primarily of federal
and state net operating loss carryforwards. The Company has no items which give
rise to significant deferred tax liabilities. At September 30, 1996 and May 31,
1997, the Company has recorded a full valuation allowance offsetting the net
deferred tax assets as management believes it is more likely than not that some
portion or all of the deferred tax assets will not be realized.

At May 31, 1997, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $1,560,000 expiring in 2012. The
Internal Revenue Code can impose certain limitations on the future availability
of net operating loss carryforwards, including annual limitations on the amount
of the carryforwards which could be utilized following substantial changes in a
company's ownership.

The difference between the Company's effective income tax rate and
multiplying the Company's loss before income taxes by the Federal statutory
income tax rate for each of the periods presented in the financial statements
is due primarily to the recording of a valuation allowance to offset the
Company's net deferred tax asset.

8. Stock Option Plan

The Board of Directors has adopted a stock option plan (the Plan).
Pursuant to the terms of the Plan, the Board of Directors is authorized to
grant options to purchase common stock not to exceed 3,000,000 shares to
officers, employees and nonemployees. The Board of Directors is further
authorized to establish the exercise price and the vesting terms.

Pro forma information regarding net loss is required by FAS 123, and has
been determined as if the Company had accounted for its employee stock options
under the fair value method. Had compensation cost for the Company's Plan been
determined based on the fair value at the grant date consistent with the
provisions of FAS 123, the Company's net loss would have been increased to the
pro forma amounts indicated below:

<TABLE>
<CAPTION>
September 30, May 31,
1996 1997
------------- ---------
<S> <C> <C>
Net loss
As reported....................................... $(978,765) $(748,397)
Pro forma......................................... (978,865) (810,397)
</TABLE>

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-
average assumptions used for grants during the 1996 and 1997 periods,
respectively: dividend yield of 0% for both periods; expected volatility of 0%
for both periods; risk free interest rate of 6.3% for both periods; expected
life of 3.2 years and 3.0 years.

F-40
<PAGE>

BOXTOP INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

A summary of stock options as of September 30, 1996 and May 31, 1997,
and changes during the periods ending on those dates is as follows:

<TABLE>
<CAPTION>
September 30, 1996 May 31, 1997
-------------------- ----------------
Weighted Weighted
Average Average
Exercise Exercise
Options Price Options Price
---------- --------- ------- --------
<S> <C> <C> <C> <C>
Outstanding at beginning of period.. -- $ -- 405,000 $0.97
Granted............................. 405,000 $ 0.97 465,000 $1.10
---------- -------
Outstanding at end of period........ 405,000 $ 0.97 870,000 $1.04
========== =======
Weighted average fair value of
options granted during the period:
Exercise price exceeds fair value
of stock......................... $ -- $0.13
Exercise price equals fair value
of stock......................... $ -- $ --
Exercise price is less than fair
value of stock................... $ -- $0.99
</TABLE>

No options were exercised or forfeited during the period from November
6, 1995 (inception) through May 31, 1997.

The following table summarizes information about stock options
outstanding at May 31, 1997:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------------- --------------------
Weighted
Weighted Average Weighted
Number Average Remaining Number Average
Exercise Outstanding Exercise Contractual Exercisable Exercise
Prices at 5/31/97 Price Life at 5/31/97 Price
-------- ----------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
$1.10 550,000 $1.10 9.60 250,000 $1.10
$1.10 270,000 $1.10 4.50 145,000 $1.10
$0.01 50,000 $0.01 4.20 16,668 $0.01
</TABLE>

In May 1997, the Company granted certain employees options to acquire
40,000 shares of the Company's common stock at $1.10 per share. These options
vested immediately. The Company recognized approximately $32,000 of stock
compensation expense related to the issuance of these options.

9. Commitments

The Company is obligated under various capital leases for computer
equipment that expire at various dates through 1999. The gross amount of
computer equipment and related accumulated amortization included in property
and equipment and recorded under capital lease is as follows:

<TABLE>
<CAPTION>
September 31, May 31,
1996 1997
------------- --------
<S> <C> <C>
Computer Equipment................................. $126,686 $126,686
Less accumulated amortization.................... (23,226) (40,117)
-------- --------
$103,460 $ 86,569
======== ========
</TABLE>

Amortization of assets held under capital lease for the period November
6, 1995 (inception) through September 30, 1996 and the period October 1, 1996
through May 31, 1997 of approximately $23,000 and $17,000, respectively, is
included with depreciation expense.

F-41
<PAGE>

BOXTOP INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Future minimum lease payments under non-cancelable operating leases and
future minimum capital lease payments as of May 31, 1997 are as follows:

<TABLE>
<CAPTION>
Year Ending Capital Operating
May 31, Leases Leases
----------- -------- ---------
<S> <C> <C>
1998.................................................. $ 52,500 $212,208
1999.................................................. 52,500 212,208
2000.................................................. 4,015 212,208
2001.................................................. -- 123,788
-------- --------
Total minimum lease payments............................ $109,015 $760,412
======== ========
</TABLE>

Rental expense under operating leases, primarily the Company's office
facility, for the period November 6, 1995 (inception) through September 30,
1996 and the period October 1, 1996 through May 31, 1997 totaled approximately
$96,000 and $154,000, respectively.

10. Employee Benefit Plan

During the period October 1, 1996 through May 31, 1997, the Company
established a 401(k) plan (the Plan) under Section 401(k) of the Internal
Revenue Code. The Plan permitted the Company to make discretionary
contributions to employees' 401(k) accounts, subject to IRS limitations on
maximum contributions. During the period from October 1, 1996 through May 31,
1997, the Company made no contributions to this plan.

11. Related Party Transactions

The amounts due to affiliate represent monies owed to BoxTop
Entertainment, Inc., an affiliated company who provided non-interest bearing
advances to the Company. During the period November 6, 1995 through September
30, 1996, certain shared operating expenses including payroll, rent and other
costs were allocated between BoxTop Entertainment, Inc. and the Company. Costs
allocated to the Company were approximately $280,000, and are reflected in
general and administrative expenses in the accompanying financial statements.

The Company made non-interest bearing advances to its principal
shareholder. Amounts outstanding at September 30, 1996 and May 31, 1997 were
$18,945 and $79,565, respectively.

At September 30, 1996 and May 31, 1997, the Company had outstanding loans
of $200,000 and $100,000, respectively, due to certain of its shareholders. The
loans bear interest at 8% per annum.

12. Subsequent Events

On May 30, 1997, the Company was acquired by iXL Enterprises, Inc.

F-42
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of iXL Enterprises, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations and change in members' deficit and of cash flows present fairly,
in all material respects, the financial position of Green Room Productions
L.L.C. at December 31, 1997, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
September 3, 1998

F-43
<PAGE>

GREEN ROOM PRODUCTIONS L.L.C.

BALANCE SHEET

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
ASSETS
Current assets
Cash............................................................ $ 37,532
Accounts receivable............................................. 282,573
Cost and estimated earnings in excess of billings on uncompleted
contracts...................................................... 39,660
Due from bank for factored accounts receivable.................. 10,878
----------
Total current assets.......................................... 370,643
Equipment, net.................................................... 123,388
Other assets...................................................... 3,000
----------
Total assets.................................................. $ 497,031
==========
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Accounts payable................................................ $ 82,888
Accrued expenses................................................ 77,727
Short-term borrowings........................................... 118,170
Current portion of capital lease obligations.................... 55,367
Billings in excess of costs and estimated earnings on
uncompleted contracts.......................................... 43,073
----------
Total current liabilities..................................... 377,225
Capital lease obligations......................................... 20,583
----------
Total liabilities............................................. 397,808
----------
Members' equity
Members' Units, no par value; 1,000,000 units issued and
outstanding....................................................
Unallocated capital............................................. 1,093,411
Members' deficit................................................ (994,188)
----------
Total members' equity......................................... 99,223
----------
Commitments.......................................................
----------
Total liabilities and members' equity......................... $ 497,031
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-44
<PAGE>

GREEN ROOM PRODUCTIONS L.L.C.

STATEMENT OF OPERATIONS AND CHANGE IN MEMBERS' DEFICIT

<TABLE>
<CAPTION>
For the year
ended
December 31,
1997
------------
<S> <C>
Revenues.......................................................... $1,483,003
Cost of revenues.................................................. 948,011
----------
Gross profit.................................................... 534,992
Selling, general and administrative expenses...................... 970,143
Depreciation and amortization..................................... 58,894
----------
Loss from operations............................................ (494,045)
Interest expense and other, net................................... (16,672)
----------
Net loss........................................................ (510,717)
Members' deficit, beginning of year............................... (483,471)
----------
Members' deficit, end of year..................................... $ (994,188)
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-45
<PAGE>

GREEN ROOM PRODUCTIONS L.L.C.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the year
ended
December 31,
1997
------------
<S> <C>
Cash flows from operating activities
Net loss......................................................... $(510,717)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities
Depreciation and amortization................................... 58,894
Changes in operating assets and liabilities
Accounts receivable............................................ (215,909)
Costs and estimated earnings in excess of billings on
uncompleted contracts......................................... (21,912)
Other assets................................................... 23,164
Accounts payable and accrued expenses.......................... 95,723
Billings in excess of costs and estimated earnings on
uncompleted contracts......................................... 43,073
---------
Net cash used in operating activities......................... (527,684)
---------
Cash flows from investing activities
Capital expenditures............................................. (9,182)
---------
Net cash used in investing activities......................... (9,182)
---------
Cash flows from financing activities
Net proceeds from factored account receivables................... 54,391
Payments on capital leases....................................... (42,752)
---------
Net cash provided by financing activities..................... 11,639
---------
Net decrease in cash.......................................... (525,227)
Cash, beginning of year........................................... 562,759
---------
Cash, end of year................................................. $ 37,532
=========
Supplemental disclosure of cash flow information
Cash paid during the period for interest......................... $ 29,662
=========
Non-cash investing and financing activities
Acquisition of equipment through capital leases.................. $ 65,503
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-46
<PAGE>

GREEN ROOM PRODUCTIONS L.L.C.

NOTES TO FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies

Nature of business

Green Room Productions L.L.C. (the "Company") creates consumer-oriented
content for the World Wide Web (the "Web"). The content developed for the Web
consists of informative and promotional websites with a focus on the travel
industry. The Company's customers are located throughout the United States.

Significant accounting policies

Revenue recognition

Revenue from service contracts is recognized over the contractual period
using the percentage-of-completion method based on when services are performed.
Advance billings in excess of costs represent deferred revenue and are recorded
as billings in excess of costs and estimated earnings on uncompleted contracts.
Unbilled receivables in excess of billings represent earned revenues and are
recorded as costs and estimated earnings in excess of billings on uncompleted
contracts. Operating expenses, including indirect costs and administrative
expenses, are charged to income as incurred and are not allocated to contract
costs. At the time a loss on a contract becomes known, the entire amount of the
estimated loss is accrued.

Equipment

Equipment is recorded at cost, less accumulated depreciation.
Expenditures for renewals and improvements that significantly add to the
productive capacity or extend the useful life of an asset are capitalized.
Expenditures for maintenance and repairs are charged to operations as incurred.
Depreciation expense is provided on the straight-line method over the estimated
useful lives for purchased assets, which range from 3 to 7 years. Equipment
held under capital lease is amortized on the straight-line method over the
lesser of the useful life or the lease term.

Income taxes

The Company is organized as a limited liability corporation (L.L.C.). As
such, the Company's income, or losses, are passed through directly to the
shareholders of the Company. As a result, no provision for income taxes has
been made in the accompanying financial statements.

Stock-based compensation

The Company has elected to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB 25) and related Interpretations and has elected the disclosure option of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (FAS 123). Accordingly, compensation cost for stock options
is measured as the excess, if any, of the fair value of the Company's stock at
the date of the grant over the amount an employee must pay to acquire the
stock.

Fair value of financial instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable and accrued expenses approximate fair value. The
carrying amounts of borrowings approximate fair value based on current rates of
interest available to the Company for loans of similar maturities.

F-47
<PAGE>

GREEN ROOM PRODUCTIONS L.L.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Comprehensive income
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" requires entities to report comprehensive income, which
represents the change in equity during a period from non-owner sources. The
Company has not incurred any such activity other than the net loss for all
periods presented.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses during the reporting period. Actual results could differ from
those estimates and could materially affect the reported amounts of assets,
liabilities and future operating results.

2. Equipment

Equipment consists of the following:

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
Computer equipment.............................................. $147,279
Computer software............................................... 21,577
Furniture and fixtures.......................................... 35,058
--------
203,914
Less accumulated depreciation and amortization.................. (80,526)
--------
Equipment, net.................................................. $123,388
========
</TABLE>

At December 31, 1997, the Company had equipment under capital lease, net
of amortization, of $75,486.

3. Borrowings

Borrowings consist of the following:

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
Capital lease obligations, payable in monthly installments of
$137 to $1,738 expiring from 1998 to 2000, collateralized by
equipment with a net book value of $75,486 as of December
31, 1997.................................................... $ 75,950
Borrowing, secured by factored accounts receivable........... 54,391
Note payable to a member, unsecured, which provides for
quarterly interest only payments at 11%..................... 9,423
Note payable to a member, unsecured, which provides for
quarterly interest only payments at 11%..................... 27,416
Note payable to a member, unsecured, which provides for
quarterly interest only payments at 11%..................... 26,940
---------
194,120
Less current maturities...................................... (173,537)
---------
Long-term portion............................................ $ 20,583
=========
</TABLE>

F-48
<PAGE>

GREEN ROOM PRODUCTIONS L.L.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Total interest expense recognized for the year ended December 31, 1997
was $18,785, including $8,048 owed to related parties.

During 1996 the Company entered into an agreement with a bank whereby
the Company sold certain qualified accounts receivable to the bank, with
recourse, for the amount of the accounts receivable less fees and interest.
Fees were calculated at 1% of the amount of the receivable at the date of
sale. Interest is calculated as 0.2% of the amount of the outstanding balance
for each day the receivable is outstanding. As of December 31, 1997, the
Company had an outstanding factored balance of $54,391.

The aggregate maturities required on notes payable and capital lease
obligations are as follows:

<TABLE>
<CAPTION>
Year ending
December 31,
------------
<S> <C>
1998........................................................... $173,537
1999........................................................... 26,761
2000........................................................... 1,637
Less amounts representing interest on capital leases........... (7,815)
--------
$194,120
========
</TABLE>

4. Employee Benefits

Unit plan

During 1996, the Company adopted an employee unit plan which provides
for the granting of member units to officers and other key employees of the
Company. These awards vest over a three-year period. The plan terminates on
December 31, 2007. All new awards of units are withdrawn from the three
original members.

The Company applies APB Opinion No. 25 and related Interpretations in
accounting for the plan. During the years ended December 31, 1997, no
compensation cost was recognized for issuance of 15,750 units under the
Company's plan.

401(k) savings plan

Effective April 1, 1997, the Company established a 401(k) plan for
substantially all employees over the age of 21 and with more than six months
of services as defined by the plan. The plan allows for discretionary employer
matching contributions up to 15% of the employees' compensation, subject to
limitations. The matching contributions made during the year ended December
31, 1997 were not significant.

F-49
<PAGE>

GREEN ROOM PRODUCTIONS L.L.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

5. Concentrations of Credit Risk

Net sales for the year ended December 31, 1997 for several major
customers, together with the receivable due from each customer, are presented
below. The Company does not obtain, nor require, any collateral or other
security instruments related to these balances.

<TABLE>
<CAPTION>
December 31,
1997
---------------------
Accounts
Amount of Receivable
Customer Net Sales Balance
-------- ---------- ----------
<S> <C> <C>
A.................................................. $ 506,557 $ 39,998
B.................................................. 201,637 30,682
C.................................................. 177,245 12,529
D.................................................. 139,500 59,433
E.................................................. 127,901 45,009
---------- --------
$1,152,840 $187,651
========== ========
</TABLE>

6. Commitments

Future minimum lease payments under non-cancelable operating leases as of
December 31, 1997 are as follows:

<TABLE>
<CAPTION>
Year ending
December 31,
------------
<S> <C>
1998............................................................. $64,000
1999............................................................. 2,000
-------
Total minimum lease payments..................................... $66,000
=======
</TABLE>

The Company's operating leases are primarily for office equipment and the
Company's office facility. Rental expense under operating leases for the year
ended December 31, 1997 totaled approximately $139,000.

7. Subsequent Event

On February 5, 1998, the Company was acquired by iXL Enterprises, Inc.

F-50
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
iXL Enterprises, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholders' deficit, and of cash flows present
fairly, in all material respects, the financial position of Digital Planet at
September 30, 1997, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
July 13, 1998

F-51
<PAGE>

DIGITAL PLANET

BALANCE SHEET

<TABLE>
<CAPTION>
September 30, March 31,
1997 1998
------------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash.............................................. $ 87,355 $ 98,302
Accounts receivable............................... 482,997 651,770
Cost and estimated earnings in excess of billings
on uncompleted contracts......................... 92,091 --
Other current assets.............................. 48,162 21,977
----------- -----------
Total current assets............................ 710,605 772,049
Equipment, net...................................... 188,559 450,776
Other assets........................................ 19,632 26,474
----------- -----------
Total assets.................................... $ 918,796 $ 1,249,299
=========== ===========
LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE
PREFERRED STOCK AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable.................................. $ 227,597 $ 258,779
Accrued expenses.................................. 228,218 173,530
Short-term borrowings............................. 762,225 1,096,502
Current portion of capital lease obligations...... 9,936 26,179
Billings in excess of costs and estimated earnings
on uncompleted contracts......................... 32,874 83,912
----------- -----------
Total current liabilities....................... 1,260,850 1,638,902
Deferred rent....................................... -- 28,131
Capital lease obligations........................... 8,006 100,506
----------- -----------
Total liabilities............................... 1,268,856 1,767,539
----------- -----------
Series A mandatorily redeemable convertible
preferred stock, 1,966,163 shares designated;
811,597 shares issued and outstanding.............. 613,567 613,567
----------- -----------
Series A preferred stock warrants, 1,154,566
outstanding........................................ 161,639 161,639
----------- -----------
Shareholders' deficit
Common stock, no par value; 40,000,000 shares
authorized; 9,579,500 and 9,580,000 shares issued
and outstanding at September 30, 1997 and March
31, 1998, respectively........................... 9,580 9,830
Additional paid-in capital.......................... 48,838 48,838
Accumulated deficit................................. (1,183,684) (1,352,114)
----------- -----------
Total shareholders' deficit..................... (1,125,266) (1,293,446)
----------- -----------
Commitments
----------- -----------
Total liabilities and shareholders' deficit..... $ 918,796 $ 1,249,299
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-52
<PAGE>

DIGITAL PLANET

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For the
Year For the Six Months
Ended Ended
September March 31,
30, ---------------------- --- ---
1997 1997 1998
---------- ---------- ----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues.......................... $3,745,947 $1,921,302 $1,598,868
Cost of revenues.................. 2,031,531 1,037,503 1,006,664
---------- ---------- ----------
Gross profit.................... 1,714,416 883,799 592,204
Selling, general and
administrative expenses.......... 1,209,550 513,647 625,766
Depreciation and amortization..... 45,277 11,319 36,658
---------- ---------- ----------
Income (loss) from operations... 459,589 358,833 (70,220)
Interest expense, net............. (56,824) (11,867) (97,410)
---------- ---------- ----------
Income (loss) before income
taxes.......................... 402,765 346,966 (167,630)
Income tax provision.............. 800 800 800
---------- ---------- ----------
Net income (loss)............... 401,965 346,166 (168,430)
Accretion on Series A mandatorily
redeemable convertible preferred
stock.......................... (149,646) (149,646) --
---------- ---------- ----------
Net income (loss) available to
common shareholders.............. $ 252,319 $ 196,520 $ (168,430)
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-53
<PAGE>

DIGITAL PLANET

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
Common Stock
------------------ Additional
Shares Paid-in Accumulated
Outstanding Amount Capital Deficit Total
----------- ------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, September 30,
1996................... 9,579,500 $9,580 $48,838 $(1,436,003) $(1,377,585)
Accretion on Series A
mandatorily redeemable
convertible preferred
stock.................. -- -- -- (149,646) (149,646)
Net income............ -- -- -- 401,965 401,965
--------- ------ ------- ----------- -----------
Balance, September 30,
1997................... 9,579,500 9,580 48,838 (1,183,684) (1,125,266)
Exercise of stock
options (unaudited).... 500 250 -- -- 250
Net loss (unaudited).. -- -- -- (168,430) (168,430)
--------- ------ ------- ----------- -----------
Balance, March 31, 1998
(unaudited)............ 9,580,000 $9,830 $48,838 $(1,352,114) $(1,293,446)
========= ====== ======= =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-54
<PAGE>

DIGITAL PLANET

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the six months
For the year ended
ended March 31,
September 30, --------------------
1997 1997 1998
------------- --------- ---------
(unaudited)
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss)......................... $ 401,965 $ 346,166 $(168,430)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities
Depreciation and amortization............ 45,277 11,319 36,658
Changes in operating assets and
liabilities
Accounts receivable..................... (194,908) (81,190) (168,773)
Costs and estimated earnings in excess
of billings on uncompleted contracts... (92,091) -- 92,091
Other assets............................ (44,429) (2,537) 19,222
Accounts payable and accrued expenses... 263,579 (12,357) (23,506)
Billings in excess of costs and
estimated earnings on uncompleted
contracts.............................. (819,073) (239,143) 51,038
Deferred rent........................... -- -- 28,131
--------- --------- ---------
Net cash (used in) provided by
operating activities.................. (439,680) 22,258 (133,569)
--------- --------- ---------
Cash flows from investing activities
Capital expenditures...................... (97,679) (10,855) (185,810)
Other..................................... (8,060) -- --
--------- --------- ---------
Net cash used in investing activities.. (105,739) (10,855) (185,810)
--------- --------- ---------
Cash flows from financing activities
Proceeds from factored accounts
receivable............................... 167,081 -- 87,250
Payments on revolving line of credit...... (50,000) -- --
Payments on capital leases................ (10,353) (2,588) (4,202)
Payments on short-term borrowings......... (85,846) (24,711) (2,972)
Proceeds from short-term borrowings....... 500,000 -- 250,000
Proceeds from exercise of stock options... -- -- 250
--------- --------- ---------
Net cash provided by (used in)
financing activities.................. 520,882 (27,299) 330,326
--------- --------- ---------
Net (decrease) increase in cash........ (24,537) (15,896) 10,947
Cash, beginning of period.................. 111,892 111,892 87,355
--------- --------- ---------
Cash, end of period........................ $ 87,355 $ 95,996 $ 98,302
========= ========= =========
Supplemental disclosures of cash flow
information
Cash paid during the period for interest.. $ 38,898 $ 11,867 $ 65,023
========= ========= =========
Cash paid during the period for income
taxes.................................... $ 800 $ -- $ --
========= ========= =========
Non-cash investing and financing activities
Accretion on Series A mandatorily
redeemable convertible preferred stock... $ 149,646 $ 149,646 $ --
========= ========= =========
Acquisition of equipment through capital
leases.................................... $ -- $ -- $ 112,944
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-55
<PAGE>

DIGITAL PLANET

NOTES TO FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies

Nature of business

Digital Planet (the "Company") was incorporated on October 26, 1994 in
California and is engaged in the development of consumer-oriented content for
the World Wide Web and other media. The Company's customers are located
throughout the United States.

Significant accounting policies

Revenue recognition

Revenue from service contracts is recognized over the contractual period
using the percentage-of-completion method based on when services are performed.
Advance billings in excess of costs represent deferred revenue and are recorded
as billings in excess of costs and estimated earnings on uncompleted contracts.
Unbilled receivables in excess of billings represent earned revenues and are
recorded as costs and estimated earnings in excess of billings on uncompleted
contracts. Revenue for services in which reasonable estimates to complete could
not be made is recognized upon completion and when all remaining obligations
are not significant. Operating expenses, including indirect costs and
administrative expenses, are charged to income as incurred and are not
allocated to contract costs. Any anticipated losses on contracts are charged to
earnings when identified.

Equipment

Income taxes

Stock-based compensation

The Company has elected to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB 25) and related Interpretations and has elected the disclosure option of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (FAS 123). Accordingly, compensation cost for stock options
is measured as the excess, if any, of the fair value of the Company's stock at
the date of the grant over the amount an employee must pay to acquire the
stock.

F-56
<PAGE>

DIGITAL PLANET

NOTES TO FINANCIAL STATEMENTS--(Continued)

Fair value of financial instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable, accrued expenses and mandatorily redeemable
convertible preferred stock approximate fair value. The carrying amount of
borrowings approximate fair value based on current rates of interest available
to the Company for loans of similar maturities.

Comprehensive income

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" requires entities to report comprehensive income, which
represents the change in equity during a period from non-owner sources. The
Company has not incurred any such activity other than the net income (loss) for
all periods presented.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses during the reporting period. Actual results could differ from
those estimates and could materially affect the reported amounts of assets,
liabilities and future operating results.

Interim financial information

The accompanying financial statements and related notes as of March 31,
1998 and for the six months ended March 31, 1997 and 1998 are unaudited. In the
opinion of management, the unaudited interim financial statements have been
prepared on the same basis as the audited financial statements and include all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company's financial position as of March 31, 1998 and the
results of the Company's operations and its cash flows for the six months ended
March 31, 1997 and 1998. The results for the six months ended March 31, 1998
are not necessarily indicative of the results to be expected for the year
ending September 30, 1998.

2. Equipment

Equipment consists of the following:

<TABLE>
<CAPTION>
September 30, March 31,
1997 1998
------------- -----------
(unaudited)
<S> <C> <C>
Computer equipment................................ $253,608 $468,297
Computer software................................. 20,483 24,982
Leasehold improvements............................ 12,361 91,926
-------- --------
286,452 585,205
Less accumulated depreciation and amortization.... (97,893) (134,429)
-------- --------
Equipment, net.................................... $188,559 $450,776
======== ========
</TABLE>

At September 30, 1997 and March 31, 1998, the Company had equipment under
capital lease, net of amortization, of $25,066 and $131,518, respectively.

F-57
<PAGE>

DIGITAL PLANET

NOTES TO FINANCIAL STATEMENTS--(Continued)

3. Borrowings

Borrowings consist of the following:

<TABLE>
<CAPTION>
September 30, March 31,
1997 1998
------------- -----------
(unaudited)
<S> <C> <C>
Note payable, unsecured, due March 1, 1998 which
provides for payment of the principal balance,
plus interest accrued at prime plus 2%......... $ 500,000 $ 500,000
Note payable, unsecured, due April 15, 1998
which provides for payment of the principal
balance plus interest accrued at 12%........... -- 250,000
Capital lease obligations, payable in monthly
instalments of $156 to $1,083 expiring from
1998 to 2003, collateralized by equipment with
a net book value of $25,066 and $131,518 at
September 30, 1997 and March 31, 1998,
respectively................................... 17,942 126,685
Borrowing, secured by factored accounts
receivable..................................... 167,081 254,331
Note payable to shareholder, unsecured, which
provides for periodic principal payments of
$500 to $1,500 plus interest at 10%. The note
was repaid in May 1998......................... 55,659 56,014
Note payable to an officer, unsecured, which
provides for monthly interest only payments at
10%. The note was repaid in May 1998........... 10,786 8,339
Note payable to shareholder, unsecured, which
provides for monthly interest only payments at
10%. The note was repaid in May 1998........... 28,699 27,818
--------- -----------
780,167 1,223,187
Less current maturities......................... (772,161) (1,122,681)
--------- -----------
Long-term portion............................... $ 8,006 $ 100,506
========= ===========
</TABLE>

Total interest expense recognized by the Company for the year ended
September 30, 1997 and the six months ended March 31, 1998 was $60,639 and
$97,902, respectively, including $34,905 and $38,381, respectively, recognized
with respect to related party borrowings. The Company maintained a $50,000 line
of credit which expired and was repaid on July 1, 1997.

The $500,000 note payable was issued pursuant to an agreement with a
private investor and included a detachable warrant to purchase up to 166,667
shares of the Company's common stock for $3 per share through April 2000 (see
Note 6). The value of the warrants was not material. The note was repaid with
proceeds from the sale of the Company to iXL Enterprises, Inc. (see Note 11).
The warrant was not exercised. On July 25, 1997, the Company entered into an
agreement with a bank whereby the Company sold certain qualified accounts
receivable to the bank, with recourse, for the amount of the accounts
receivable less fees and interest. Fees are calculated at 1% of the amount of
the accounts receivable at the date of sale. Interest is calculated as 0.1% of
the amount of the outstanding balance for each day the accounts receivable are
outstanding. As of May 12, 1998, all of the factored accounts receivable had
been collected from the customer.

On January 14, 1998, the Company entered into an agreement with iXL
Enterprises, Inc. to borrow $250,000 pursuant to a note which accrues interest
at 12% per year.

F-58
<PAGE>

DIGITAL PLANET

NOTES TO FINANCIAL STATEMENTS--(Continued)

The aggregate maturities required on borrowings including capital lease
obligations are as follows:

<TABLE>
<CAPTION>
Year ending September 30,
-------------------------
<S> <C>
1998............................................................. $774,500
1999............................................................. 7,625
2000............................................................. 1,271
--------
783,396
Less amounts representing interest on capital leases............... (3,229)
--------
$780,167
========
</TABLE>

4. Income Taxes

At September 30, 1997, the Company had net operating loss carryforwards
for federal income tax purposes of approximately $204,000. The carryforwards
expire in varying amounts in 2003 through 2013. A valuation allowance has been
established against the benefit of the net operating loss carryforwards and
other deferred tax assets which the Company does not believe are more likely
than not to be realized. Under the Tax Reform Act of 1986, the amount of and
the benefit from federal net operating losses that can be carried forward may
be limited in certain circumstances. Events which may cause changes in the
Company's tax carryovers include, but are not limited to, a cumulative
ownership change of more than 50% over a three-year period.

The income tax provision differs from the amount of income tax
determined by applying the U.S. federal income tax rate to pretax income for
the year ended September 30, 1997 due to the utilization of net operating loss
carryforwards which had been previously reserved for.

5. Series A Mandatorily Redeemable Convertible Preferred Stock

In June 1996, the Company entered into an agreement to issue 811,597
shares of Series A 8% Mandatorily Redeemable Convertible Preferred Stock and
1,154,566 Preferred Stock Warrants in return for the termination of a loan,
advances and the cancellation of previously issued warrants with a combined
carrying value totaling $511,306. The aggregate authorized number of preferred
shares is 10,000,000 of which 1,966,163 are designated as Series A Mandatorily
Redeemable Convertible Preferred Stock ("Series A Preferred Stock") with
811,597 shares issued and outstanding at September 30, 1997 and March 31,
1998.

Each share of Series A Preferred Stock outstanding is convertible at the
option of the holder into one share of common stock, subject to certain
adjustments, and automatically converts upon the completion of an underwritten
public offering of common stock with gross proceeds of at least $7.5 million
and a public offering price of not less than $2.52 per share.

The holders of the Series A Preferred Stock are entitled to receive
their original issuance price of $0.63 per share in liquidation, plus an
amount equal to all declared but unpaid dividends, prior and in preference to
any distribution to the holders of common stock. At September 30, 1997 and
March 31, 1998, the aggregate liquidation value of the Series A Preferred
Stock is $511,306. Each share of preferred stock is redeemable at the option
of the holder for $613,567 (120% of its original issuance price) any time
after January 1, 1997.

F-59
<PAGE>

DIGITAL PLANET

NOTES TO FINANCIAL STATEMENTS--(Continued)

The holders of the preferred stock are entitled to elect two members to
the Board of Directors and have voting rights equal to common stock on an if-
converted basis. Preferred stockholders also are entitled to receive
noncumulative dividends in preference to any dividends on common stock at a
rate per share equal to 8% of the original per share value. No dividends have
been declared as of September 30, 1997 or March 31, 1998. The Company is
restricted from authorizing or creating any new class or series of stock which
has a preference over or is equal to the preferred stock.

The 1,154,566 Preferred Stock Warrants allow the holders to purchase
1,154,566 shares of the Company's Series A Preferred Stock at $0.63 per share
subject to adjustment upon the occurrence of certain events as defined in the
agreement. The warrants are exercisable through the earlier of July 10, 1999 or
a public offering, as defined, and provide for certain registration rights.

In May 1998, the Company purchased all of the outstanding Series A
Preferred Stock and Preferred Stock Warrants from the holders.

The combined carrying value of $511,306 was allocated between the Series
A Preferred Stock and the Preferred Stock Warrants based upon the relative fair
value of each instrument. The value allocated to the warrants was $161,639 and
the amount allocated to the stock was $349,667. The Series A Preferred Stock
carrying value was increased such that at January 1, 1997, when the stock can
be redeemed, it is stated at its redemption value. The Company has recorded
this accretion using the effective interest method by increasing the value of
the Series A Preferred Stock and increasing the accumulated deficit.

Mandatorily redeemable preferred stock activity consists of the following
for the year ended September 30, 1997:

<TABLE>
<S> <C>
Balance at September 30, 1996...................................... $463,921
Accretion to redemption value.................................... 149,646
--------
Balance at September 30, 1997...................................... $613,567
========
</TABLE>

6. Common Stock Warrants

As of both September 30, 1997 and March 31, 1998, the Company had
warrants outstanding held by a customer and a private lender (see Note 3) which
allowed the holders to purchase 348,842 and 166,667 shares of the Company's
common stock, respectively, at a weighted-average price of $1.18 and $3.00 per
share, respectively. The customer warrants were issued in May 1996 and were
allocated a value of approximately $49,000.

7. Employee Benefits

Stock option plan

In June 1996, the Company adopted a stock option plan which provides for
the grant of incentive and nonqualified options to officers, other key
employees of the Company and certain directors and consultants to purchase up
to 421,500 shares of the Company's common stock. On January 1, 1998, the number
of authorized shares was increased to 1,000,000. Options are granted at prices
equal to at least 100% of the fair market value of the stock at the date of
grant, expire no later than ten years from the date of grant and become
exercisable as the Board of Directors determines. At September 30, 1997 and
March 31, 1998, respectively, 387,457 and 990,700 stock options were
outstanding with exercise prices ranging from $0.50 to $6.00 per share.

F-60
<PAGE>

DIGITAL PLANET

NOTES TO FINANCIAL STATEMENTS--(Continued)

The following table summarizes stock option activity for the year ended
September 30, 1997:

<TABLE>
<CAPTION>
September 30,
1997
-----------------
Weighted
Average
Exercise
Options Price
------- --------
<S> <C> <C>
Outstanding, beginning of year............................. 290,457 $0.55
Granted.................................................... 145,000 $2.00
Exercised.................................................. -- --
Forfeited.................................................. (48,000) $1.24
Outstanding, end of year................................... 387,457 $1.01
------- -----
Options exercisable at end of year......................... 58,091 $0.55
======= =====
</TABLE>

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
---------------------------------- ----------------------
Number Weighted Number
Outstanding Average Weighted Exercisable Weighted
at Remaining Average at Average
September 30, Contractual Exercise September 30, Exercise
Range of Exercise Prices 1997 Life Price 1997 Price
------------------------ ------------- ----------- -------- ------------- --------
<S> <C> <C> <C> <C> <C>
$0.50................... 175,000 3.66 $0.50 35,000 $0.50
$0.63................... 115,457 3.92 $0.63 23,091 $0.63
$1.24................... 55,000 2.16 $1.24 -- --
$3.00................... 30,000 4.54 $3.00 -- --
$6.00................... 12,000 4.58 $6.00 -- --
------- ------
387,457 58,091
======= ======
</TABLE>

The Company granted 729,200 options during the six months ended March 31,
1998. The Company applies APB Opinion No. 25 and related Interpretations in
accounting for the plan. During the year ended September 30, 1997 and the six
months ended March 31, 1998, no compensation cost was recognized for the
issuance of stock options under the Company's plan. Had compensation cost for
the Company's stock option plan been determined based on the fair value method
as described in Financial Accounting StandardsNo. 123, "Accounting for Stock-
Based Compensation," there would not be a material difference from the
Company's reported results of operations.

401(k) savings plan

Effective January 1, 1996, the Company established a 401(k) plan for
substantially all employees over the age of 21 with more than six months of
service as defined by the plan. The plan allows for discretionary employer
matching contribution up to 4% of the employees' compensation, subject to
limitations. The matching contributions made during the year ended September
30, 1997 and the six months ended March 31, 1998 were not material.

8. Related Party Transactions

During the year ended September 30, 1997 and the six months ended March
31, 1998, the Company performed services for one of its Series A Preferred
Stock investors and recognized revenue in the amount of $615,640 and $40,000,
respectively.

F-61
<PAGE>

DIGITAL PLANET

NOTES TO FINANCIAL STATEMENTS--(Continued)

9. Concentrations of Credit Risk

Net sales for the year ended September 30, 1997 for several major
customers, together with the receivable due from each customer, are presented
below. The Company does not obtain, nor require, any collateral or other
security instruments related to these balances.

<TABLE>
<CAPTION>
September 30, 1997
---------------------
Accounts
Amount of Receivable
Customer Net Sales Balance
-------- ---------- ----------
<S> <C> <C>
A.................................................... $ 458,400 $ --
B (related party, see Note 8)........................ 615,640 5,000
C.................................................... 1,082,537 139,323
D.................................................... 1,143,973 315,899
---------- --------
$3,300,550 $460,222
========== ========
</TABLE>

10. Commitments

Future minimum lease payments under non-cancelable operating leases as of
September 30, 1997 are as follows:

<TABLE>
<CAPTION>
Year ending September 30,
-------------------------
<S> <C>
1998.............................................................. $118,806
1999.............................................................. 183,450
2000.............................................................. 195,483
2001.............................................................. 207,510
2002.............................................................. 219,543
Thereafter........................................................ 55,638
--------
Total minimum lease payments...................................... $980,430
========
</TABLE>

The Company's operating leases are primarily for office equipment and the
Company's office facility. Rental expense under operating leases for the year
ended September 30, 1997 and the six months ended March 31, 1998 totaled
approximately $223,000 and $127,000, respectively.

11. Subsequent Events

On May 12, 1998, the Company was acquired by iXL Enterprises, Inc.

F-62
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
iXL Enterprises, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholders' deficit, and of cash flows present
fairly, in all material respects, the financial position of Micro Interactive,
Inc. at December 31, 1997, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
June 26, 1998

F-63
<PAGE>

MICRO INTERACTIVE, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash................................................ $ 203,414 $ 91,994
Accounts receivable................................. 651,239 521,407
Costs and estimated earnings in excess of billings
on uncompleted contracts........................... 371,300 300,133
Prepaid expenses.................................... 56,944 69,569
---------- ----------
Total current assets.............................. 1,282,897 983,103
Property and equipment, net........................... 113,936 106,248
Other assets.......................................... 49,617 49,617
---------- ----------
Total assets...................................... $1,446,450 $1,138,968
========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable.................................... $ 139,399 $ 94,954
Accrued expenses.................................... 79,758 40,450
Accrued payroll..................................... 80,900 80,900
Borrowings under line of credit..................... -- 25,000
Current portion of long-term debt................... 244,444 215,277
Billings in excess of costs and estimated earnings
on uncompleted contracts........................... 675,000 441,372
Current portion of capital lease obligations........ 29,000 31,000
---------- ----------
Total current liabilities......................... 1,248,501 928,953
Due to related parties................................ 250,000 250,000
Deferred rent......................................... 89,713 89,713
Capital lease obligations............................. 16,000 14,000
---------- ----------
Total liabilities................................. 1,604,214 1,282,666
---------- ----------
Shareholders' deficit
Common stock, $.01 par value; 3,000,000 shares
authorized; 796,000 shares issued and outstanding.. 7,960 7,960
Additional paid-in capital.......................... 350,240 350,240
Accumulated deficit................................. (515,964) (501,898)
---------- ----------
Total shareholders' deficit....................... (157,764) (143,698)
---------- ----------
Commitments
---------- ----------
Total liabilities and shareholders' deficit....... $1,446,450 $1,138,968
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64
<PAGE>

MICRO INTERACTIVE, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For the three
For the year months ended March
ended 31,
December 31, -------------------
1997 1997 1998
------------ ---------- --------
(unaudited)
<S> <C> <C> <C>
Revenues..................................... $3,220,300 $1,116,206 $870,837
Cost of revenues............................. 1,788,706 679,279 506,968
---------- ---------- --------
Gross profit............................... 1,431,594 436,927 363,869
Selling, general and administrative
expenses.................................... 1,466,786 297,090 291,431
Depreciation and amortization................ 88,455 40,700 45,357
---------- ---------- --------
(Loss) income from operations.............. (123,647) 99,137 27,081
Interest expense, net........................ 37,549 2,751 10,648
---------- ---------- --------
(Loss) income before income taxes.......... (161,196) 96,386 16,433
Income tax provision......................... 3,900 855 2,367
---------- ---------- --------
Net (loss) income.......................... $ (165,096) $ 95,531 $ 14,066
========== ========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-65
<PAGE>

MICRO INTERACTIVE, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
Common Stock
------------------ Additional
Shares Paid-in Accumulated
Outstanding Amount Capital Deficit Total
----------- ------ ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance, December 31,
1996.................... 750,000 $7,500 $ 17,500 $(288,268) $(263,268)
Distributions to
shareholders............ -- -- -- (62,600) (62,600)
Issuance of common stock,
net of stock issuance
costs................... 46,000 460 332,740 -- 333,200
Net loss............... -- -- -- (165,096) (165,096)
------- ------ -------- --------- ---------
Balance, December 31,
1997.................... 796,000 7,960 350,240 (515,964) (157,764)
Net income
(unaudited)........... -- -- -- 14,066 14,066
------- ------ -------- --------- ---------
Balance, March 31, 1998
(unaudited)............. 796,000 $7,960 $350,240 $(501,898) $(143,698)
======= ====== ======== ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-66
<PAGE>

MICRO INTERACTIVE, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the
three months
For the ended
year ended March 31,
December 31, ------------------
1997 1997 1998
------------ -------- --------
(unaudited)
<S> <C> <C> <C>
Cash flows from operating activities
Net (loss) income............................ $(165,096) $ 95,531 $ 14,066
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities
Depreciation and amortization............... 88,655 40,700 45,357
Non cash charge to operations............... 33,280 -- --
Changes in operating assets and liabilities
Accounts receivable........................ (105,604) 253,849 129,832
Costs and estimated earnings in excess of
billings on uncompleted contracts......... (125,300) 215,604 71,167
Accounts payable and accrued expenses...... (66,557) (137,908) (83,753)
Deferred rent.............................. 42,113 -- --
Billings in excess of costs and estimated
earnings on uncompleted contracts......... 235,700 (385,022) (233,628)
Other assets............................... (41,705) 51 (12,625)
--------- -------- --------
Net cash provided by (used in) operating
activities............................... (104,514) 82,805 (69,584)
--------- -------- --------
Cash flows from investing activities
Capital expenditures......................... (46,060) (13,431) (27,319)
--------- -------- --------
Net cash used in investing activities..... (46,060) (13,431) (27,319)
--------- -------- --------
Cash flows from financing activities
Proceeds (payments) on revolving line of
credit, net................................. (128,000) -- 25,000
Payments on long-term debt................... (75,000) (8,333) (29,167)
Proceeds from issuance of debt............... 250,000 -- --
Proceeds from issuance of common stock....... 299,920 -- --
Payments on capital leases................... (54,375) (10,200) (10,350)
Distributions to shareholders................ (62,600) (43,600) --
--------- -------- --------
Net cash provided by (used in) financing
activities............................... 229,945 (62,133) (14,517)
--------- -------- --------
Net increase (decrease) in cash........... 79,371 7,241 (111,420)
Cash, beginning of period..................... 124,043 124,043 203,414
Cash, end of period .......................... $ 203,414 $131,284 $ 91,994
========= ======== ========
Supplemental disclosures of cash flow
information
Cash paid during the period for interest..... $ 44,763 $ 4,931 $ 5,075
========= ======== ========
Non-cash investing and financing activities
Acquisition of equipment through capital
leases...................................... $ 18,175 $ 5,400 $ 9,500
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-67
<PAGE>

MICRO INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies

Nature of business

Micro Interactive, Inc. (the Company) designs and produces interactive
multimedia software applications, primarily on CD-ROM, for use by worldwide
companies in connection with corporate communications, marketing, sales
publicity and training.

Significant accounting policies

Revenue recognition

The Company records revenues based on the completed contract method.
Accordingly, revenue is recognized only when all remaining obligations are not
significant. All related billings and costs for uncompleted contracts have been
deferred as billings on uncompleted contracts and costs on uncompleted
contracts.

Cash and cash equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Equipment

Equipment is recorded at cost, less accumulated depreciation.
Expenditures for renewals and improvements that significantly add to the
productive capacity or extend the useful life of an asset are capitalized.
Expenditures for maintenance and repairs are charged to operations as incurred.
Depreciation expense is provided on the straight-line method over the estimated
useful lives for purchased assets, which range from 5 to 7 years. Equipment
held under capital leases is amortized on the straight-line method over the
lesser of the useful life or the lease term.

Income taxes

The Company has elected to be taxed as an S Corporation for Federal and
State tax purposes, whereby the Company's taxable income accrues directly to
the shareholders. The Company remains subject to New York City and New York
State S Corporation taxes.

Stock-based compensation

The Company has elected to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations and has elected to elect the disclosure option of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123). Accordingly, compensation cost for stock options is
measured as the excess, if any, of the fair value of the Company's stock at the
date of the grant over the amount an employee must pay to acquire the stock.

F-68
<PAGE>

MICRO INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Fair value of financial instruments

The carrying amounts of financial instruments including cash, cash
equivalents, accounts receivable, accounts payable and accrued expenses
approximate fair value. The carrying amount of long-term debt approximates fair
value based on current rates of interest available to the Company for loans of
similar maturities.

Comprehensive income

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" requires entities to report comprehensive income which
represents the change in equity during a period from non-owner sources. The
Company has not incurred any such activity other than its net income (loss) for
all periods presented.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses during the reporting period. Actual results could differ from
those estimates and could materially affect the reported amounts of assets,
liabilities and future operating results.

Interim Financial Information

The accompanying financial statements and related notes as of March 31,
1998 and for the three months ended March 31, 1997 and 1998 are unaudited. In
the opinion of management, the unaudited interim financial statements have been
prepared on the same basis as the audited financial statements and reflect all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the financial position as of March 31, 1998, and the results of
the Company's operations and its cash flows for the three months ended March
31, 1997 and 1998. The results for the three months ended March 31, 1998 are
not necessarily indicative of the results to be expected for the year ending
December 31, 1998.

2. Equipment

Equipment consists of the following:

<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Furniture and fixtures............................. $ 76,668 $ 77,229
Computers and related equipment.................... 349,545 363,778
Leasehold improvements............................. 21,815 21,815
--------- ---------
448,028 462,822
Less accumulated depreciation and amortization..... (334,092) (356,574)
--------- ---------
Equipment, net..................................... $ 113,936 $ 106,248
========= =========
</TABLE>

At December 31, 1997, the Company had equipment under capital lease, net
of related amortization, of $27,300.

F-69
<PAGE>

MICRO INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

3. Concentrations of Credit Risk

For the year ended December 31, 1997, two customers (one through multiple
operating divisions located in various countries worldwide) accounted for
approximately 37.5% and 10.5% of total revenues, respectively.

4. Borrowings

Borrowings consist of the following:

<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Term loans due to bank payable in monthly
principal instalments of $9,722 through January
1999, thereafter $6,944 through June 2000...... $244,444 $215,277
Notes payable to related parties due March 22,
2000........................................... 250,000 250,000
-------- --------
$494,444 $465,277
======== ========
</TABLE>

Revolving line of credit

The Company had a line of credit with the Bank of New York as of December
31, 1996 which allowed for advances up to $250,000 and expired on May 30, 1997.
On May 30, 1997, the Company entered into a new agreement with the same bank
which increased the line of credit to $500,000 allowing for advances in
increments of $25,000 and expiring on May 30, 1998. The line of credit is
payable on demand and bears interest at the bank's prime rate plus 1 3/4% (10
1/4% at December 31, 1997). The line of credit is secured by the Company's
assets. Amounts outstanding under the agreement at December 31, 1997 and March
31, 1998 were $0 and $25,000, respectively.

Term loans

On January 25, 1996, the Company entered into an agreement with the bank
of New York to borrow $100,000. The note is secured by the Company's assets and
bears interest at the bank's prime rate plus 1 3/4% and is payable in monthly
instalments of $2,778 through January 1999.

On May 30, 1997, the Company entered into an agreement with the Bank of
New York to increase its borrowings to $250,000. The note is secured by the
Company's assets and bears interest at the bank's prime rate plus 1 3/4%. The
loan is payable in monthly instalments of $6,944 through June 2000. The Company
is subject to certain covenants under the bank debt agreement, including
maintaining working capital and tangible net worth requirements, among others.
As of December 31, 1997, the Company had violated certain of these covenants.
The Company did not obtain waivers for these violations; however, the Company
repaid these borrowings subsequent to year end. As a result of the covenant
violation, the amount of the term loans outstanding as of December 31, 1997 is
classified as current.

Related party debt

In 1995, the Company entered into loan agreements with two related
parties. These loans in the amounts of $137,500 and $112,500 bear interest at
rates of 6 1/8% and 8 3/4%, respectively, and are due March 22, 2000. These
loans are subordinate to the term loans and line of credit with Bank of New
York.

F-70
<PAGE>

MICRO INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Interest expense recognized with respect to these borrowings for the year
ended December 31, 1997 was $21,098.

The aggregate maturities required on borrowings and capital lease
obligations as of December 31, 1997 are as follows:

<TABLE>
<CAPTION>
Year ending December 31,
------------------------
<S> <C>
1998........................................................... $276,237
1999........................................................... 11,694
2000........................................................... 254,385
2001........................................................... 1,461
Less amounts representing interest on capital leases........... (4,333)
--------
$539,444
========
</TABLE>

5. Private Placement Offering

In June 1997, the Company sold 46,000 shares of common stock for
$299,920. Five of the six investors purchased shares of stock at $8.33 per
share with the remaining investor (a related party) purchasing 16,000 shares at
$6.25 per share pursuant to a warrant issued contemporaneously with the
offering. The Company has recorded a charge to operations of $33,280 to reflect
the lower share price paid by this investor. The Company issued 6,000 of the
46,000 shares to its legal counsel as payment for legal services rendered in
connection with the offering. Such costs have been netted against the proceeds
raised.

6. 1996 Stock Option Plan

The Company's 1996 Stock Option Plan provides for the granting to certain
employees as incentive stock options the purchase of up to 50,000 shares of the
Company's common stock. Options are exercisable over the exercise period (which
shall not exceed ten years from the date of grant) at such times and upon such
conditions as the stock option committee may determine. Options are granted at
fair market value as determined by the stock option committee except for stock
options to 10% or more shareholders, for whom the option price must be at least
110% of the fair market value.

Had compensation cost for the Company's plan been determined based on the
fair value at the grant date consistent with the provisions of FAS 123, the
Company's net loss would have been increased to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
Net loss
As reported................................................. $(131,816)
Pro forma................................................... $(146,824)
</TABLE>

The minimum value of each option is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions used for grants during 1997; dividend yield of 0% for the period;
expected volatility of 0% for the period; average risk free interest rate 6.4%;
expected life of 4.5 years for the period.

F-71
<PAGE>

MICRO INTERACTIVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

A summary of stock option activity as of and for the year ended December
31, 1997, is as follows:

<TABLE>
<CAPTION>
December 31,
1997
-----------------
Weighted
Average
Exercise
Options Price
------- --------
<S> <C> <C>
Outstanding at beginning of year......................... 11,000 $10.00
Granted.................................................. 16,500 $ 8.33
Forfeited................................................ (7,000) $10.00
------
Outstanding at end of year............................... 20,500 $ 9.06
======
Options exercisable at end of year....................... 6,500 $ 8.59
------
</TABLE>

The following table summarizes information about stock options
outstanding at December 31, 1997:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------- --------------------------
Weighted
Average Weighted
Number Remaining Number Average
Range of Outstanding at Contractual Exercisable at Exercise
Exercise Prices December 31, 1997 Life December 31, 1997 Price
--------------- ----------------- ----------- ----------------- --------
<S> <C> <C> <C> <C>
$ 8.33 11,500 9.58 5,500 $ 8.33
$10.00 9,000 8.64 1,000 $10.00
------ -----
20,500 6,500 $ 8.59
====== =====
</TABLE>

7. Commitments

The Company leases its office under an operating lease which expires
December 2001. The lease provides for escalations for increases in real estate
taxes and operating expenses. Operating lease expense charged for the year
ended December 31, 1997 (consisting of the office lease) was $178,280. The
aggregate minimum rentals remaining through dates of expiration payable over
the next four years are as follows:

<TABLE>
<CAPTION>
Year ending December 31,
------------------------
<S> <C>
1998........................................................... $184,900
1999........................................................... 184,900
2000........................................................... 184,900
2001........................................................... 184,900
--------
Total minimum lease payments................................... $739,600
========
</TABLE>

8. Subsequent Event

On May 8, 1998, the Company was acquired by iXL Enterprises, Inc.

F-72
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
iXL Enterprises, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholders' equity (deficit), and of cash flows
present fairly, in all material respects, the financial position of
CommerceWave, Inc. at December 31, 1997, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
August 21, 1998

F-73
<PAGE>

COMMERCEWAVE, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash................................................ $ 277,080 $ 1,251
Accounts receivable less allowance for doubtful
accounts of $64,750 and $54,331, respectively...... 399,903 195,250
Other current assets................................ 12,131 2,400
--------- ---------
Total current assets.............................. 689,114 198,901
Equipment, net........................................ 167,086 150,614
Other assets.......................................... 22,929 14,719
--------- ---------
Total assets...................................... $ 879,129 $ 364,234
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.................................... $ 225,225 $ 188,142
Accrued expenses.................................... 122,508 143,781
Current portion of notes payable and capital lease
obligations........................................ 402,510 372,401
Advances from related parties....................... 27,770 71,276
--------- ---------
Total current liabilities......................... 778,013 775,600
Notes payable and capital lease obligations........... 24,659 25,454
--------- ---------
Total liabilities................................. 802,672 801,054
--------- ---------
Shareholders' equity (deficit)
Preferred stock, Series A, no par value; 4,050,405
shares authorized, issued and outstanding.......... 861,000 861,000
Common stock, no par value; 24,000,000 shares
authorized; 8,000,000 shares issued and
outstanding........................................ 20,000 20,000
Additional paid-in capital.......................... (613,663) (554,663)
Accumulated deficit................................. (190,880) (763,157)
--------- ---------
Total shareholders' equity (deficit).............. 76,457 (436,820)
--------- ---------
Commitments
--------- ---------
Total liabilities and shareholders' equity
(deficit)........................................ $ 879,129 $ 364,234
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-74
<PAGE>

COMMERCEWAVE, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For the six months ended
For the year ended June 30,
December 31, 1997 1997 1998
------------------ ------------ ------------
(unaudited)
<S> <C> <C> <C>
Revenues....................... $1,636,614 $ 669,644 $ 563,438
Cost of revenues............... 760,673 335,300 438,866
---------- ------------ ------------
Gross profit................. 875,941 334,344 124,572
Selling, general and
administrative expenses....... 1,093,551 510,251 635,111
Depreciation and amortization.. 65,294 28,129 33,971
Research and development
expenses...................... 151,568 118,380 5,147
---------- ------------ ------------
Loss from operations......... (434,472) (322,416) (549,657)
Interest expense, net.......... (55,044) (32,303) (21,820)
Other income................... 32,204 12,451 --
---------- ------------ ------------
Loss before income taxes..... (457,312) (342,268) (571,477)
Income tax provision........... 800 800 800
---------- ------------ ------------
Net loss..................... $ (458,112) $ (343,068) $ (572,277)
========== ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-75
<PAGE>

COMMERCEWAVE, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
Common Stock Preferred Stock
------------------- -------------------- Additional
Shares Shares Paid-in Accumulated
Outstanding Amount Outstanding Amount Capital Deficit Total
----------- ------- ----------- -------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1996................... 8,000,000 $20,000 -- -- -- $(346,431) $(326,431)
Sale of preferred stock,
net of issuance costs.. -- -- 4,050,405 $861,000 -- -- 861,000
Net loss under S
Corporation tax status
(January 1, 1997
through July 31,
1997).................. -- -- -- -- -- (267,232) (267,232)
S Corporation to C
Corporation conversion
effective August 1,
1997................... -- -- -- -- $(613,663) 613,663 --
Net loss under C
Corporation tax status
(August 1, 1997 through
December 31, 1997)..... -- -- -- -- -- (190,880) (190,880)
--------- ------- --------- -------- --------- --------- ---------
Balance, December 31,
1997................... 8,000,000 20,000 4,050,405 861,000 (613,663) (190,880) 76,457
Stock compensation
(unaudited)............ -- -- -- -- 59,000 -- 59,000
Net loss (unaudited).... -- -- -- -- -- (572,277) (572,277)
--------- ------- --------- -------- --------- --------- ---------
Balance, June 30 1998
(unaudited)............ 8,000,000 $20,000 4,050,405 $861,000 $(554,663) $(763,157) $(436,820)
========= ======= ========= ======== ========= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-76
<PAGE>

COMMERCEWAVE, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the six months
For the year ended
ended June 30,
December 31, --------------------
1997 1997 1998
------------ --------- ---------
(unaudited)
<S> <C> <C> <C>
Cash flows from operating activities
Net loss................................... $(458,112) $(343,068) $(572,277)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities
Depreciation and amortization............. 65,294 28,129 33,971
Stock compensation expense................ -- -- 59,000
Change in operating assets and liabilities
Accounts receivable...................... (174,711) 105,197 204,653
Other assets............................. (7,304) (4,821) 9,209
Accounts payable and accrued expenses.... 76,830 22,832 (15,809)
--------- --------- ---------
Net cash used in operating activities... (498,003) (191,731) (281,253)
--------- --------- ---------
Cash flows from investing activities
Capital expenditures....................... (19,072) (3,469)
--------- --------- ---------
Net cash used in investing activities... (19,072) -- (3,469)
--------- --------- ---------
Cash flows from financing activities
Payments on notes payable and capital
leases.................................... (114,973) (43,784) (34,614)
Proceeds from sale of preferred stock...... 861,000 -- --
Proceeds from advances from related
parties................................... 17,770 222,609 43,506
--------- --------- ---------
Net cash provided by financing
activities............................. 763,797 178,825 8,892
--------- --------- ---------
Net increase (decrease) in cash......... 246,722 (12,906) (275,830)
Cash, beginning of period................... 30,358 30,358 277,081
--------- --------- ---------
Cash, end of period......................... $ 277,080 $ 17,452 $ 1,251
========= ========= =========
Supplemental disclosures of cash flow
information
Cash paid during the period for interest... $ 17,733 $ 8,867 $ 7,975
========= ========= =========
Cash paid during the period for income
taxes..................................... $ 800 $ -- $ --
========= ========= =========
Non-cash investing and financing activities
Acquisition of equipment through capital
leases.................................... $ 34,366 $ 12,553 $ 5,299
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-77
<PAGE>

COMMERCEWAVE, INC.

NOTES TO FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies

Nature of business

CommerceWave, Inc. (the "Company") offers products and consulting
services related to electronic commerce. The Company markets a suite of
commerce solutions ranging from an Internet-based interactive commerce software
for merchants to transaction processing systems. The Company provides
consulting services in transaction processing, point-of-sale terminal
applications and Internet commerce solutions. Effective September 30, 1996, the
Board of Directors of the Company elected to change the Company's name
(formerly Professional Business Solutions, Inc.) to CommerceWave, Inc.

Significant accounting policies

Revenue recognition

Revenue from consulting services is recognized based on actual time
incurred which is billed at an agreed-upon hourly rate. Revenue from product
sales is recognized upon shipment of the product when the Company has no
significant obligations remaining. Revenue from software customizations is
recorded as services are provided. Maintenance revenue is recognized on a pro
rata basis over the terms of the maintenance agreements.

Equipment

Equipment is recorded at cost, less accumulated depreciation.
Expenditures for renewals and improvements that significantly add to the
productive capacity or extend the useful life of an asset are capitalized.
Expenditures for maintenance and repairs are charged to operations as incurred.
Depreciation expense is provided on the straight-line method over the estimated
useful lives for purchased assets, which range from 3 to 5 years. Equipment
held under capital lease is amortized on the straight-line method over the
lesser of the useful life or the lease term.

Software development costs

In accordance with Statement of Financial Accounting Standards No. 86,
"Accounting for the Costs of Computer Software to Be Sold, Leased, or otherwise
Marketed," software development costs are expensed as incurred until
technological feasibility has been established, at which time such costs are
capitalized until the product is available for general release to customers. To
date, the establishment of technological feasibility of the Company's products
and general release of such software have substantially coincided. As a result,
software development costs qualifying for capitalization have been
insignificant, and therefore, the Company has not capitalized any software
development costs.

Income taxes

The Company has applied the asset and liability approach of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" for
financial accounting and reporting purposes. The Company accounts for certain
items of income and expense in different time periods for financial reporting
and income tax purposes. Provisions for deferred income taxes are made in
recognition of such temporary differences, where applicable. A valuation
allowance is established against deferred tax assets unless the Company
believes it is more likely than not that the benefit will be realized.

F-78
<PAGE>

COMMERCEWAVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Stock-based compensation

The Company has elected to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB 25) and related Interpretations and has elected the disclosure option of
Statement of Financial Accounting Standards No 123, "Accounting for Stock-Based
Compensation" (FAS 123). Accordingly, compensation cost for stock options is
measured as the excess, if any, of the fair value of the Company's stock at the
date of the grant over the amount an employee must pay to acquire the stock.

Fair value of financial instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable and accrued expenses approximate fair value. The
carrying amounts of convertible notes payable and other borrowings approximate
fair value based on current rates of interest available to the Company for
loans of similar maturities.

Comprehensive income

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses during the reporting period. Actual results could differ from
those estimates and could materially affect the reported amounts of assets,
liabilities and future operating results.

Interim financial information

The accompanying financial statements and related notes as of June 30,
1998 and for the six months ended June 30, 1997 and 1998 are unaudited. In the
opinion of management, these statements have been prepared on the same basis as
the audited financial statements and reflect all adjustments, which include
only normal recurring adjustments, necessary to present fairly the Company's
financial position as of June 30, 1998 and the results of the Company's
operations and its cash flows for the six months ended June 30, 1997 and 1998.
The results for the six months ended June 30, 1998 are not necessarily
indicative of the results to be expected for the year ending December 31, 1998.

F-79
<PAGE>

COMMERCEWAVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

2. Equipment

Equipment consists of the following:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Office furniture and equipment................... $ 45,103 $ 46,427
Computer equipment............................... 196,512 203,956
Computer software................................ 47,784 47,784
--------- ---------
289,399 298,167
Less accumulated depreciation and amortization... (122,313) (147,553)
--------- ---------
Equipment, net................................... $ 167,086 $ 150,614
========= =========
</TABLE>

Equipment held under capital lease is as follows:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Office furniture and equipment.................... $ 23,228 $ 23,228
Computer equipment................................ 119,324 124,623
Computer software................................. 25,117 25,117
-------- --------
167,669 172,968
Less accumulated amortization..................... (67,008) (77,788)
-------- --------
Equipment, net.................................... $100,661 $ 95,180
======== ========

Several of the Company's capital leases contain purchase options by which
the Company can purchase the equipment at the end of the lease term for $1.00.

3. Accrued Expenses

Accrued expenses consists of the following:

<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Accrued vacation.................................. $ 43,936 $ 36,168
Accrued salaries.................................. 27,662 27,662
Accrued interest.................................. 37,825 53,688
Other............................................. 13,085 26,263
-------- --------
$122,508 $143,781
======== ========
</TABLE>

F-80
<PAGE>

COMMERCEWAVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

4. Borrowings

Borrowings consist of the following:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Convertible note payable, unsecured, which
accrues interest at 8%.......................... $ 150,000 $ 150,000
Convertible note payable, unsecured, which
accrues interest at 8%.......................... 150,000 150,000
Convertible note payable, unsecured, which
accrues interest at 8%.......................... 50,000 50,000
Note payable to bank, which accrues interest at
prime plus 2% (10.5% at December 31, 1997) and
matures on February 15, 1998.................... 8,558 --
Capital leases, payable in monthly instalments of
$178 to $783 expiring from 1998 to 2000
collateralized by equipment with a net book
value of $100,661 and $95,180 at December 31,
1997 and June 30, 1998, respectively............ 68,611 47,855
--------- ---------
427,169 397,855
Less current maturities.......................... (402,510) (372,401)
--------- ---------
Long-term portion................................ $ 24,659 $ 25,454
========= =========
</TABLE>

In 1996 the Company issued three notes payable, as indicated in the table
above, for total proceeds to the Company of $350,000. The notes are convertible
into common stock upon the closing of an equity transaction in which the
consideration received by the Company is greater than $1,000,000 (the Equity
Transaction). The conversion rate is calculated as 80%, 83%, and 90%,
respectively, of the per share price paid by the investors in the Equity
Transaction but shall be no less than $8.45 per share. The notes payable were
repaid in conjunction with the Company's acquisition by iXL Enterprises, Inc.
(see Note 12).

The Company recognized interest expense of $64,250 and $28,148 for the
year ended December 31, 1997 and for the six months ended June 30, 1998,
respectively.

The aggregate maturities required on notes payable and capital leases as
of December 31, 1997 are as follows:

<TABLE>
<CAPTION>
Notes Capital
Year ending December 31, Payable Leases Total
------------------------ -------- ------- --------
<S> <C> <C> <C>
1998......................................... $358,558 $53,898 $412,456
1999......................................... -- 22,901 22,901
2000......................................... -- 4,472 4,472
-------- ------- --------
358,558 81,271 439,829
Less amounts representing interest........... -- (12,660) (12,660)
-------- ------- --------
$358,558 $68,611 $427,169
======== ======= ========
</TABLE>

F-81
<PAGE>

COMMERCEWAVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

5. Concentrations of Credit Risk

<TABLE>
<CAPTION>
December 31, 1997
---------------------
Accounts
Amount of Receivable
Customer Net Sales Balance
-------- ---------- ----------
<S> <C> <C>
A.................................................. $ 176,387 $100,019
B.................................................. 470,887 137,682
C.................................................. 266,719 116,083
D.................................................. 239,184 23,554
E.................................................. -- --
---------- --------
$1,153,177 $377,338
========== ========
</TABLE>

6. 1997 Stock Option Plan

The Company's stock option plan provides for the granting of options to
acquire up to 1,000,000 shares of the Company's common stock. The options may
either be incentive stock options or non-qualified stock options as defined in
the Internal Revenue Code. The Board of Directors will govern the terms of each
option grant and will determine the exercise price, the vesting period and the
exercise period of each option. The exercise period may not exceed ten years
from the date of grant.

For the year ended December 31, 1997, no compensation costs were
recognized in connection with option grants. In June 1998, the Company granted
308,600 options to certain employees with exercise prices below the estimated
fair value of the Company's common stock. These options vested immediately. As
a result, the Company recorded compensation costs of $59,000.

Had compensation cost for the Company's option plan been determined based
on the fair value method as described in Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation," the Company's net loss would
have been increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Net loss
As reported..................................... $(458,112) $(572,277)
Pro forma....................................... $(480,195) $(596,439)
</TABLE>

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions used for grants during the December 31, 1997 and June 30,
1998 periods, respectively: dividend yield of 0% for all periods; expected
volatility of 0% for all periods; risk free interest rate of 5.71% and 5.52%;
expected life of five years and two years. The weighted average fair value of
the options granted for the year ended December 31, 1997 and the six months
ended June 30, 1998 is $0.05 and $0.13, respectively.

F-82
<PAGE>

COMMERCEWAVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

The following table summarizes stock option activity for the year ended
December 31, 1997:

<TABLE>
<CAPTION>
December 31, 1997
--------------------
Weighted
Average
Exercise
Options Price
--------- ---------
<S> <C> <C>
Outstanding, beginning of year.......................... -- $ 0.00
Granted................................................. 718,500 0.22
Exercised............................................... -- 0.00
Forfeited............................................... (9,900) 0.22
---------
Outstanding, end of year................................ 708,600 0.22
---------
Options exercisable at end of year...................... 176,660 $ 0.22
=========
</TABLE>

The stock options outstanding at December 31, 1997 have a weighted
average remaining contractual life of 4 years.

7. Shareholders' Equity (Deficit)

Preferred stock

In August 1997, the Company issued 4,050,405 of Series A convertible
preferred stock at $0.22 per share for total proceeds of $861,000, net of
issuance cost of $39,000. Two preferred stock investors advanced the Company a
total of $200,000 in June and April of 1997, respectively, prior to the
issuance of the shares and final settlement of the price in August 1997. The
holders of the preferred stock are entitled to elect two members to the Board
of Directors and have voting rights equal to common stock on an if-converted
basis. Preferred stockholders also are entitled to receive noncumulative
dividends in preference to any dividends on common stock at a rate of $0.01 per
share. No dividends have been declared for the year ended December 31, 1997 nor
for the six months ended June 30, 1998.

The holders of the preferred stock are entitled to receive their original
issuance price of $0.22 per share in liquidation, plus an amount equal to all
declared but unpaid dividends, prior and in preference to any distribution to
the holders of common stock. Each share of preferred stock is convertible into
one share of common stock.

Stock split

In 1997, the Company approved a 10 for 1 split of its common stock. The
Company restated the share data for this transaction as if it occurred at
inception of the Company.

8. 401(k) Savings Plan

Effective October 1, 1996, the Company established a 401(k) plan for
substantially all of its employees over the age of 21 with an employment date
prior to the effective date of the plan or with more than one year of service,
as defined in the plan. The plan allows for discretionary employer matching
contributions, subject to limitations. The matching contributions made during
the year ended December 31, 1997 and the six months ended June 30, 1998 were
not material.

F-83
<PAGE>

COMMERCEWAVE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

9. Commitments

Future minimum lease payments under non-cancelable operating leases as of
December 31, 1997 are as follows:

<TABLE>
<CAPTION>
Year ending December 31,
------------------------
<S> <C>
1998........................................................... $ 78,948
1999........................................................... 52,835
--------
Total minimum lease payments................................... $131,783
========
</TABLE>

10. Income Taxes

From inception through July 31, 1997 the Company elected to be taxed as
an S Corporation for federal and state tax purposes, whereby the Company's
taxable income accrues directly to the shareholders. The Company elected to be
taxed as a C Corporation for federal and state tax purposes effective August 1,
1997. Due to the change in tax status, the Company has transferred its
accumulated deficit as of July 31, 1997 of $613,663 to additional paid in
capital.

The provision for income taxes results from a minimum state tax
liability. No other current provision for income tax expense or benefit has
been provided by the Company for the year ended December 31, 1997 or for the
six months ended June 30, 1998 due to a net loss being recognized for income
tax purposes. Further, no deferred income tax expense or benefit has been
provided as changes in net deferred tax assets, consisting primarily of net
operating loss carryforwards, and liabilities have been fully offset by a
valuation allowance.

11. Related Party Transactions

On June 29, 1998, the Company received an advance from iXL Enterprises,
Inc. (iXL) in the amount of $50,000. The advance was used for working capital.
The advance was considered as part of the purchase price when the Company was
acquired by iXL (see Note 12). The Company also recognized $22,913 of revenues
for the six months ended June 30, 1998 in connection with providing
professional services to iXL prior to the acquisition. The amount was included
in accounts receivable at June 30, 1998.

12. Subsequent Event

On July 2, 1998, the Company was acquired by iXL Enterprises, Inc.

F-84
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
iXL Enterprises, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholders' equity, and of cash flows present
fairly, in all material respects, the financial position of Spinners
Incorporated at December 31, 1997, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
September 4, 1998

F-85
<PAGE>

SPINNERS INCORPORATED

BALANCE SHEET

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash................................................ $107,361 $176,317
Accounts receivable................................. 333,300 281,420
Costs and estimated earnings in excess of billings
on uncompleted contracts........................... 51,000 67,264
Investment--held-to-maturity........................ 81,413 --
Other current assets................................ 46,436 1,115
-------- --------
Total current assets.............................. 619,510 526,116
Property and equipment, net........................... 231,447 403,817
Other assets.......................................... 27,489 49,898
-------- --------
Total assets...................................... $878,446 $979,831
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.................................... $ 3,543 $ 52,266
Accrued expenses.................................... 45,934 73,029
Billings in excess of costs and estimated earnings
on uncompleted contracts........................... 106,750 52,975
Current portion of capital lease obligations........ 49,540 85,532
-------- --------
Total current liabilities......................... 205,767 263,802
Capital lease obligations............................. 41,576 146,761
-------- --------
Total liabilities................................. 247,343 410,563
-------- --------
Shareholders' equity
Common stock, $.01 par value; 10,000,000 shares
authorized; 7,000,000 shares issued and
outstanding........................................ 70,000 70,000
Additional paid-in capital.......................... 161,000 161,000
Unearned compensation............................... (144,000) (124,000)
Retained earnings................................... 544,103 462,268
-------- --------
Total shareholders' equity........................ 631,103 569,268
-------- --------
Commitments
-------- --------
Total liabilities and shareholders' equity........ $878,446 $979,831
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-86
<PAGE>

SPINNERS INCORPORATED

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For the Year For the Six Months
Ended Ended June 30,
December 31, -------------------
1997 1997 1998
------------ -------- ----------
(unaudited)
<S> <C> <C> <C>
Revenues.................................... $1,742,439 $747,138 $1,104,261
Cost of revenues............................ 798,942 316,467 727,238
---------- -------- ----------
Gross profit.............................. 943,497 430,671 377,023
Selling, general and administrative
expenses................................... 489,028 139,526 343,956
Depreciation and amortization............... 38,182 12,193 36,814
---------- -------- ----------
Income (loss) from operations............. 416,287 278,952 (3,747)
Interest income (expense), net.............. (8,684) 1,912 (6,088)
---------- -------- ----------
Net income (loss)......................... $ 407,603 $280,864 $ (9,835)
========== ======== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-87
<PAGE>

SPINNERS INCORPORATED

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock
------------------- Additional Unearned
Shares Paid-in Compensation Retained
Outstanding Amount Capital Expense Earnings Total
----------- ------- ---------- ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1996................... 7,000,000 $70,000 -- -- $173,100 $243,100
Distributions......... -- -- -- -- (36,600) (36,600)
Issuance of stock
options.............. -- -- $161,000 $(161,000) -- --
Stock compensation.... -- -- -- 17,000 -- 17,000
Net income............ -- -- -- -- 407,603 407,603
--------- ------- -------- --------- -------- --------
Balance, December 31,
1997................... 7,000,000 70,000 161,000 (144,000) 544,103 631,103
Distributions
(unaudited).......... -- -- -- -- (72,000) (72,000)
Stock compensation
(unaudited).......... -- -- -- 20,000 -- 20,000
Net loss (unaudited).. -- -- -- -- (9,835) (9,835)
--------- ------- -------- --------- -------- --------
Balance, June 30, 1998
(unaudited)............ 7,000,000 $70,000 $161,000 $(124,000) $462,268 $569,268
========= ======= ======== ========= ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-88
<PAGE>

SPINNERS INCORPORATED

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the Year For the Six Months Ended
Ended June 30,
December 31, --------------------------
1997 1997 1998
------------ ------------ ------------
(unaudited)
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss).................... $ 407,603 $ 280,864 $ (9,835)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities
Depreciation and amortization....... 38,182 12,193 36,814
Stock compensation expense.......... 17,000 -- 20,000
Changes in operating assets and
liabilities
Accounts receivable................ (216,505) (10,579) 51,880
Costs and estimated earnings in
excess of billings on uncompleted
contracts......................... (51,000) (63,000) (16,264)
Other assets....................... (57,677) (1,850) 22,912
Accounts payable and accrued
expenses.......................... 35,030 26,057 75,818
Billings in excess of costs and
estimated earnings on uncompleted
contracts......................... 106,750 2,000 (53,775)
--------- ------------ ------------
Net cash provided by operating
activities....................... 279,383 245,685 127,550
--------- ------------ ------------
Cash flows from investing activities
Capital expenditures................. (84,945) (54,539) (28,142)
Proceeds from (purchase of)
investment securities............... (81,413) (81,413) 81,413
--------- ------------ ------------
Net cash provided by (used in)
investing activities............. (166,358) (135,952) 53,271
--------- ------------ ------------
Cash flows from financing activities
Payments on capital leases........... (22,230) (4,900) (39,865)
Distributions to shareholders........ (36,600) (36,600) (72,000)
--------- ------------ ------------
Net cash used in financing
activities....................... (58,830) (41,500) (111,865)
--------- ------------ ------------
Net increase in cash.............. 54,195 68,233 68,956
Cash, beginning of period............. 53,166 53,166 107,361
--------- ------------ ------------
Cash, end of period................... $ 107,361 $ 121,399 $ 176,317
========= ============ ============
Supplemental disclosures of cash flow
information
Cash paid during the period for
interest............................ $ 12,894 $ 365 $ 10,271
========= ============ ============
Non-cash investing and financing
activities
Acquisition of property and equipment
through capital leases.............. $ 100,896 $ 32,706 $ 181,042
========= ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-89
<PAGE>

SPINNERS INCORPORATED

NOTES TO FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies

Nature of business

Spinners Incorporated (the "Company" or "Spinners") specializes in
providing integrated technology and design services that allow organizations to
successfully incorporate internet technology as a core component of their
business. Spinners' clients are located in the northeast United States.

Significant accounting policies

Revenue recognition

Revenue from service contracts is recognized over the contractual period
using the percentage-of-completion method based on when services are performed.
Advance billings for services in excess of costs represent deferred revenue and
are recorded as billings in excess of costs and estimated earnings on
uncompleted contracts. Unbilled receivables in excess of billings represent
earned revenues and are recorded as costs and estimated earnings in excess of
billings. Operating expenses, including indirect costs and administrative
expenses, are charged to operations as incurred and are not allocated to
contract costs. Any anticipated losses on contracts are charged to earnings
when identified. There were no loss contracts at December 31, 1997.

Cash and cash equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Investment securities

The Company's investment securities consist of a U.S. treasury bill with
the face amount of $85,000 that is classified as a held-to-maturity security.
Held-to-maturity securities are stated at amortized cost with gains recognized
in earnings as required by FAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." The maturity date for the U.S. treasury bill is
January 8, 1998.

Property and equipment

Property and equipment are recorded at cost, less accumulated
depreciation. Depreciation and amortization are provided using the straight-
line method over the estimated useful life. Equipment is depreciated over five
years. Equipment held under capital lease is recorded at the lower of the fair
market value of the lease or the present value of future minimum lease
payments. The leased assets are depreciated over the lesser of the lease term
or the estimated useful life. Leasehold improvements are amortized over the
lesser of the lease term or the estimated useful life.

Income taxes

The Company has elected to be taxed as an S Corporation for federal and
state tax purposes, whereby the Company's taxable income accrues directly to
the shareholders. As a result, no provision for income taxes has been made in
the accompanying financial statements.

F-90
<PAGE>

SPINNERS INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(Continued)

Stock-based compensation

The Company has elected to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations and has elected the disclosure option of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS
123). Accordingly, compensation cost for stock options is measured as the
excess, if any, of the fair value of the Company's stock at the date of the
grant over the amount an employee must pay to acquire the stock.

Fair value of financial instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable, held-to-maturity securities, and accrued expenses
approximate fair value. The carrying amounts of borrowings approximate fair
value based on current rates of interest available to the Company for loans of
similar maturities.

Comprehensive income

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" requires entities to report comprehensive income, which
represents the change in equity during a period from non-owner sources. The
Company has not incurred any comprehensive income components other than the net
income (loss) for all periods presented.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses during the reporting period. Actual results could differ from
those estimates and could materially affect the reported amounts of assets,
liabilities and future operating results.

Interim financial information

The accompanying financial statements and related notes as of June 30,
1998 and for the six months ended June 30, 1997 and 1998 are unaudited. In the
opinion of management these statements have been prepared on the same basis as
the audited financial statements and reflect all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the Company's
financial position as of June 30, 1998 and the results of the Company's
operations and its cash flows for the six months ended June 30, 1997 and 1998.
The results for the six months ended June 30, 1998 are not necessarily
indicative of the results to be expected for the year ending December 31, 1998.

F-91
<PAGE>

SPINNERS INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(Continued)

2. Equipment

Equipment consists of the following:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Equipment........................................ $273,829 $353,000
Furniture and fixtures........................... 12,250 124,163
Leasehold improvements........................... -- 18,100
-------- --------
286,079 495,263
Less accumulated depreciation and amortization... (54,632) (91,446)
-------- --------
Equipment, net................................... $231,447 $403,817
======== ========

At December 31, 1997 and June 30, 1998, the Company had property and
equipment under capital lease as follows:

<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Property and equipment under capital lease....... $120,951 $281,859
Less accumulated amortization.................... (11,863) (29,579)
-------- --------
$109,088 $252,280
======== ========

3. Borrowings

Borrowings consist of the following:

<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Capital lease obligations payable in monthly
installments of $5,792 to $10,459 expiring from
1998 to 2003, collateralized by equipment with a
net book value of $124,011 and $305,053,
respectively.................................... $ 91,116 $232,293
Less current maturities.......................... (49,540) (85,532)
-------- --------
Long-term portion................................ $ 41,576 $146,761
======== ========
</TABLE>

Total interest expense for the year ended December 31, 1997 and the six
months ended June 30, 1997 and 1998 was $12,894, $365 and $10,271,
respectively.

F-92
<PAGE>

SPINNERS INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(Continued)

The aggregate maturities required on capital lease obligations as of
December 31, 1997 are as follows:

<TABLE>
<CAPTION>
Year ending December 31,
------------------------
<S> <C>
1998........................................................... $ 65,319
1999........................................................... 39,298
2000........................................................... 7,549
2001........................................................... 926
Less amounts representing interest............................. (21,976)
--------
$ 91,116
========
</TABLE>

4. Shareholders' Equity

From inception until June 10, 1997, the Company had 1,054 shares of no
par value common stock outstanding. On June 10, 1997, the Company canceled the
1,054 shares of no par value common stock and in its place issued 7,000,000
shares of $0.01 par value common stock (10,000,000 shares authorized) to
existing shareholders based on their proportionate interest. The Company has
accounted for this transaction as a stock split and, accordingly, has restated
share data in the accompanying financial statements as if it occurred at
inception of the Company.

5. Employee Benefits

1997 stock option plan

In June 1997, the Company adopted a stock option plan (the "Plan") which
provides for the grant of incentive and nonqualified stock options to
directors, officers, employees of the Company and certain consultants to
purchase up to 1,000,000 shares of the Company's common stock. Options expire
not later than ten years from the date of grant and other terms are determined
by the Board of Directors. At December 31, 1997 and June 30, 1998 outstanding
stock options totaled 696,500 and 690,500, respectively, with exercise prices
at $.25 per share.

The following table summarizes stock option activity for the year ended
December 31, 1997:

<TABLE>
<CAPTION>
December 31,
1997
-----------------
Weighted
Average
Exercise
Options Price
------- --------
<S> <C> <C>
Outstanding beginning of year............................ -- --
Granted.................................................. 706,500 $.25
Exercised................................................ -- --
Forfeited................................................ (20,000) .25
------- ----
Outstanding end of year.................................. 686,500 $.25
======= ====
</TABLE>

During the year ended December 31, 1997, the Company recorded
compensation expense of $17,000 related to the granting of stock options to
employees with exercise prices below the estimated fair market value of the
common stock at the date of grant. There were no options exercisable at
December 31, 1997.

F-93
<PAGE>

SPINNERS INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(Continued)

In addition, during the year ended December 31, 1997 the Company granted
10,000 stock options to a non-employee consultant for services. The fair value
of the options issued has been determined to be insignificant.

The Company has adopted the disclosure only provision of FAS 123. Had
compensation cost for the Company's stock option grants described above been
determined based on the fair value at the grant date for awards in 1997
consistent with the provision of FAS 123, the Company's net income would have
been decreased to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
Net income
As reported................................................... $407,603
Pro forma..................................................... $397,942
</TABLE>

The following table summarizes information about stock options
outstanding at December 31,1997.

<TABLE>
<CAPTION>
Options Outstanding
-------------------------------------------------------------------------------
Weighted
Average Weighted
Number Remaining Average
Outstanding Contractual Exercise
at 12/31/97 Life Price
----------- ----------- --------
<S> <C> <C>
686,500 10 years $.25
</TABLE>

401(k) profit sharing plan

Effective January 1, 1996, the Company established a 401(k) plan for
substantially all employees over the age of 21 with no requirement of minimum
services. The plan allows for discretionary employer qualified contributions.
For the year ended December 31, 1997, the Company made no contribution to the
plan.

6. Concentrations of Credit Risk

Net sales for the year ended December 31, 1997, of three major
customers, together with the receivable due from each customer, are presented
below. The Company does not obtain, nor require, any collateral or other
security instruments related to these balances.

<TABLE>
<CAPTION>
December 31, 1997
---------------------
Accounts
Amount of Receivable
Customer Net Sales Balance
-------- ---------- ----------
<S> <C> <C>
A...................................................... $ 702,040 $ 76,838
B...................................................... 280,834 185,400
C...................................................... 183,096 --
---------- --------
$1,165,970 $262,238
========== ========
</TABLE>

F-94
<PAGE>

SPINNERS INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(Continued)

7. Commitments

The Company leases its office facility under a noncancelable operating
lease expiring in May 1998 with monthly payments of $12,923. Rental expense
charged for the year ended December 31, 1997 and for the six-month period ended
June 30, 1998 was $137,802 and $107,192, respectively.

As of December 31, 1997, future minimum lease payments under non-
cancelable operating leases due over the next year total $64,614.

8. Subsequent Events

On July 30, 1998, the Company was acquired by iXL Enterprises, Inc.

F-95
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
iXL Enterprises, Inc.

In our opinion, the accompanying balance sheet and the related statements
of operations, of changes in shareholders' equity, and of cash flows present
fairly, in all material respects, the financial position of Tekna, Inc. at
December 31, 1997, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
September 24, 1998

F-96
<PAGE>

TEKNA, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash................................................ $ 175,420 $ 45,919
Accounts receivable................................. 274,793 654,960
Related party receivables........................... 7,675 5,063
--------- ----------
Total current assets.............................. 457,888 705,942
Equipment, net........................................ 268,313 295,708
Other assets.......................................... 103 9,345
--------- ----------
Total assets...................................... $ 726,304 $1,010,995
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.................................... $ 46,501 $ 124,672
Accrued expenses.................................... 54,736 42,887
Accrued interest.................................... 4,913 26,637
Notes payable to shareholder........................ 424,203 424,203
--------- ----------
Total current liabilities......................... 530,353 618,399
Shareholders' equity
Common stock, $1.00 par value; 1,000,000 shares
authorized; 850,000 shares issued and outstanding.. 850,000 850,000
Additional paid-in capital.......................... -- 664,000
Unearned compensation............................... -- (398,380)
Accumulated deficit................................. (654,049) (723,024)
--------- ----------
Total shareholders' equity........................ 195,951 392,596
--------- ----------
Commitments.........................................
--------- ----------
Total liabilities and shareholders' equity........ $ 726,304 $1,010,995
========= ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-97
<PAGE>

TEKNA, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For the year For the six
ended months
December 31, ended June 30,
1997 1997 1998
------------ ----- ----------
(unaudited)
<S> <C> <C> <C>
Revenues....................................... $239,776 -- $1,183,663
Cost of revenues............................... 129,375 -- 609,223
-------- ----- ----------
Gross profit................................. 110,401 -- 574,440
Selling, general and administrative expenses... 111,723 -- 618,217
Depreciation and amortization.................. 17,397 $ 426 29,513
-------- ----- ----------
Loss from operations......................... (18,719) (426) (73,290)
Interest income, net........................... 2,167 -- 4,315
-------- ----- ----------
Net loss..................................... $(16,552) $(426) $ (68,975)
======== ===== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-98
<PAGE>

TEKNA, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock
-------------------- Additional
Shares Paid-in Unearned Accumulated
Outstanding Amount Capital Compensation Deficit Total
----------- -------- ---------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1996................... 1,000 $ 1,000 $ 24,000 $ -- $ (23,497) $ 1,503
Issuance of common
stock.................. 587 587 74,413 -- 75,000
Capital contributions... -- -- 136,000 -- -- 136,000
Net income............ -- -- -- -- (16,552) (16,552)
Common stock split...... 848,413 848,413 (234,413) -- (614,000) --
------- -------- --------- --------- --------- --------
Balance, December 31,
1997................... 850,000 850,000 -- -- (654,049) 195,951
Issuance of options
(unaudited)............ -- -- 664,000 (664,000) -- --
Stock compensation
(unaudited)............ -- -- -- 265,620 -- 265,620
Net loss (unaudited).. -- -- -- -- (68,975) (68,975)
------- -------- --------- --------- --------- --------
Balance, June 30, 1998
(unaudited)............ 850,000 $850,000 $ 664,000 $(398,380) $(723,024) $392,596
======= ======== ========= ========= ========= ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-99
<PAGE>

TEKNA, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the year For the six
ended months ended
December 31, June 30,
1997 1997 1998
------------ ------ ---------
(unaudited)
<S> <C> <C> <C>
Cash flows from operating activities
Net loss...................................... $ (16,552) $ (426) $ (68,975)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization................ 17,397 426 29,513
Stock compensation........................... -- -- 265,620
Changes in operating assets and liabilities
Accounts receivable......................... (213,793) -- (380,167)
Other assets................................ (7,675) -- (6,630)
Accounts payable and accrued expenses....... 106,150 -- 88,046
--------- ------ ---------
Net cash used in operating activities...... (114,473) -- (72,593)
--------- ------ ---------
Cash flows from investing activities
Capital expenditures.......................... (60,107) -- (56,908)
--------- ------ ---------
Net cash used in investing activities...... (60,107) -- (56,908)
--------- ------ ---------
Cash flows from financing activities
Proceeds from capital contribution............ 75,000 -- --
Proceeds from note payable to shareholder..... 200,000 -- --
Proceeds from issuance of common stock........ 75,000 -- --
--------- ------ ---------
Net cash provided by financing activities.. 350,000 -- --
--------- ------ ---------
Net increase (decrease) in cash............ 175,420 -- (129,501)
Cash, beginning of period...................... -- -- 175,420
--------- ------ ---------
Cash, end of period............................ $ 175,420 $ -- $ 45,919
========= ====== =========
Non-cash investing and financing activities
Acquisition of equipment through note payable
to shareholder............................... $ 224,203 $ -- $ --
========= ====== =========
Receivable contributed by shareholder for
acquired service contract.................... $ 61,000 $ -- $ --
========= ====== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-100
<PAGE>

TEKNA, INC.

NOTES TO FINANCIAL STATEMENTS

1. Nature of Business and Summary of Significant Accounting Policies

Nature of business

Tekna, Inc. (the "Company") is a provider of internet related development
services. Its primary service lines are Web-enabled business applications,
object-oriented development, multimedia and Internet-based training for varied
clientele ranging from small entities to major Fortune 500 corporations. The
Company's customers are located throughout the United States.

Tekna, Inc. (formerly Booth Technologies, Inc.) was formed in 1994 as a
subchapter S corporation. Effective November 1, 1997, the Company acquired
certain assets and assumed certain liabilities through issuance of a note
payable of $224,203 to its sole shareholder at the time based on the carrying
amount of the assets acquired.

Significant accounting policies

Revenue recognition

Revenue from service contracts is recognized over the contractual period
using the percentage-of-completion method based on when services are performed.
Advance billings for services in excess of costs, represent deferred revenue
and are recorded as billings in excess of costs and estimated earnings on
uncompleted contracts. Unbilled receivables in excess of billings represent
earned revenues and are recorded as costs and estimated earnings in excess of
billings. Operating expenses, including indirect costs and administrative
expenses, are charged to income as incurred and are not allocated to contract
costs. At the time a loss on a contract becomes known, the entire amount of the
estimated loss is accrued. As of December 31, 1997 there are no unbilled
receivables or deferred revenue amounts.

Equipment

Income taxes

The Company has elected to be taxed as an S corporation for federal and
state tax purposes, whereby the Company's taxable income accrues directly to
the shareholders. As a result, no provision for income taxes has been made in
the accompanying statements.

Stock split

On December 15, 1997, the shareholders of the Company approved an
increase in the number of authorized shares of common stock from 5,000 to
1,000,000. On January 1, 1998, the Company issued 848,413 shares to its two
existing shareholders in proportion to their then existing common stock
ownership interests. Because the Company elected to retain the $1.00 par value
of its common stock, the transaction resulted in a

F-101
<PAGE>

TEKNA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

transfer of $234,413 and $614,000 from additional paid-in capital and
accumulated deficit, respectively, to common stock in the December 31, 1997
balance sheet.

Stock-based compensation

The Company has elected to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APB 25) and related interpretations and has elected the disclosure option of
Statement of Financial Accounting Standards No 123, "Accounting for Stock-Based
Compensation" (FAS 123). Accordingly, compensation cost for stock options is
measured as the excess, if any, of the fair value of the Company's stock at the
date of the grant over the amount an employee must pay to acquire the stock.

Fair value of financial instruments

Comprehensive income

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses during the reporting period. Actual results could differ from
those estimates and could materially affect the reported amounts of assets,
liabilities and future operating results.

Interim financial information

The accompanying financial statements and related notes as of June 30,
1998 and for the six months ended June 30, 1997 and 1998 are unaudited. In the
opinion of management, the unaudited interim financial statements have been
prepared on the same basis as the annual financial statements and reflect all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company's financial position as of June 30, 1998, and the
results of the Company's operations and its cash flows for the six months June
30, 1997 and 1998. The results for the six months ending June 30, 1998 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1998.

F-102
<PAGE>

TEKNA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

2. Equipment

Equipment consists of the following:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Furniture and fixtures............................. $ 64,445 $ 73,160
Computer equipment................................. 217,316 241,670
Computer software.................................. 6,490 11,620
Leasehold improvements............................. -- 18,709
-------- --------
288,251 345,159
Less accumulated depreciation and amortization..... (19,938) (49,451)
-------- --------
Equipment, net..................................... $268,313 $295,708
======== ========
</TABLE>

3. Notes Payable to Shareholder

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Note payable to a shareholder, secured by all
equipment and a second priority interest in
accounts receivable, which provides for payment
of the principal balance on demand plus
interest accrued at 10%........................ $224,203 $224,203
Note payable to a shareholder, secured by all
equipment and a second priority interest in
accounts receivable, which provides for payment
of the principal balance on demand plus
interest accrued at 10%........................ 200,000 200,000
-------- --------
$424,203 $424,203
======== ========
</TABLE>

Total interest expense incurred with respect to these borrowings was
$4,913 for the year ended December 31, 1997.

4. 401(k) Savings Plan

Effective January 1, 1998, the Company established a 401(k) savings plan
for substantially all of its employees with more than three months of service
as defined by the plan. The employer has no obligation under the plan to make a
contribution.

F-103
<PAGE>

TEKNA, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

5. Concentrations of Credit Risk

<TABLE>
<CAPTION>
December 31, 1997
-------------------
Amount Accounts
of Net Receivable
Customer Sales Balance
-------- -------- ----------
<S> <C> <C>
A...................................................... $ 60,742 $121,742
B...................................................... 52,739 37,073
C...................................................... 50,260 50,260
D...................................................... 35,000 35,000
-------- --------
$198,741 $244,075
======== ========
</TABLE>

6. Commitments

Future minimum lease payments under non-cancelable operating leases as of
December 31, 1997 are as follows:

<TABLE>
<CAPTION>
Year ending December 31,
------------------------
<S> <C>
1998............................................................. $144,416
1999............................................................. 154,185
2000............................................................. 151,976
2001............................................................. 31,223
--------
Total minimum lease payments..................................... $481,800
========
</TABLE>

The Company's operating leases are primarily for office equipment and the
Company's office facility. Rental expense under operating leases for the year
ended December 31, 1997 totaled $7,809.

7. Subsequent Events

In April 1998, the Company entered into a line of credit agreement with a
bank. The line of credit allows for borrowings of up to $500,000 at the bank's
prime rate plus 2% and any borrowings are payable to the bank on demand. No
borrowings have been made on the line as of June 30, 1998.

In June 1998 the Company granted stock options to certain of its
employees. The Company recorded a charge to compensation expense of $265,620
for the six months ended June 30, 1998 related to these options.

On September 4, 1998, the Company was acquired by iXL Enterprises, Inc.

F-104
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
iXL Enterprises, Inc.

In our opinion, the accompanying balance sheet and the related statements of
operations, of changes in shareholders' deficit, and of cash flows present
fairly, in all material respects, the financial position of Larry Miller
Productions, Inc. at December 31, 1997, and the results of its operations and
its cash flows for the year ended December 31, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Atlanta, Georgia
November 10, 1998

F-105
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash................................................ $ 435,442 $ 274,956
Accounts receivable................................. 571,806 476,856
Costs and estimated earnings in excess of billings
on uncompleted contracts........................... 72,800 33,389
Refundable income taxes............................. 96,454 --
Other current assets................................ 26,793 15,093
---------- -----------
Total current assets............................. 1,203,295 800,294
Furniture, fixtures and equipment, net............... 158,220 129,213
Other assets......................................... -- 89,764
---------- -----------
Total assets..................................... $1,361,515 $ 1,019,271
========== ===========
Liabilities, and Shareholders' Deficit
Current liabilities:
Accounts payable.................................... $ 522,158 $ 273,611
Accrued expenses and other liabilities.............. 170,925 197,729
Prebillings......................................... 248,777 295,630
Line of credit...................................... 250,000 250,000
Stock repurchase obligation......................... 61,561 61,561
Current portion of capital lease obligations........ 49,745 46,259
Current portion on notes payable.................... -- 100,000
---------- -----------
Total current liabilities........................ 1,303,166 1,224,790
Capital lease obligations........................... 62,568 55,265
Notes payable....................................... -- 200,000
---------- -----------
Total liabilities................................ 1,365,734 1,480,055
---------- -----------
Shareholders' deficit
Common stock
Class A voting stock, $.01 par value, 1,000 shares
authorized; 1,000 shares issued................... 10 10
Class B non-voting stock, $.01 par value, 1,000 and
2,000 shares authorized, respectively; 350 shares
issued............................................ 3 3
Treasury stock
Class A voting stock, 550 shares (Note 6).......... (61,561) (61,561)
Class B non-voting stock, 100 shares at cost....... (5,000) (5,000)
Additional paid-in capital.......................... 14,298 105,356
Retained earnings (accumulated deficit)............. 48,031 (499,592)
---------- -----------
Total shareholders' deficit...................... (4,219) (460,784)
---------- -----------
Total liabilities and shareholders' deficit...... $1,361,515 $ 1,019,271
---------- -----------
</TABLE>

The accompanying notes are an integral part of these financial
statements.

F-106
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
For the year ended For six months ended
December 31, June 30,
------------------ ----------------------
1997 1997 1998
------------------ ---------- ----------
(unaudited)
<S> <C> <C> <C>
Gross sales........................ $4,195,024 $1,837,634 $1,678,015
Cost of sales...................... 2,964,601 1,235,540 1,470,792
---------- ---------- ----------
Gross profit..................... 1,230,423 602,094 207,223
Selling, general and administrative
expenses.......................... 1,637,026 692,611 684,824
Depreciation and amortization
expenses.......................... 104,100 46,455 47,871
---------- ---------- ----------
Loss from operations............. (510,703) (136,972) (525,472)
Interest income (expense), net..... (28,225) (8,846) (22,151)
Miscellaneous income............... 6,521 -- --
---------- ---------- ----------
Loss before income tax benefit... (532,407) (145,818) (547,623)
Income tax benefit from loss
carryback......................... 75,359 20,640 --
---------- ---------- ----------
Net loss......................... $ (457,048) $ (125,178) $ (547,623)
---------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-107
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
Class A Class B Class A Class B Retained
Common Stock Common Stock Treasury Stock Treasury Stock Earnings
------------- ------------- Paid-in --------------- -------------- (Accumulated
Shares Amount Shares Amount Capital Shares Amount Shares Amount Deficit) Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1996........... 1,000 $ 10 350 $ 3 $ 14,298 550 $(61,561) 50 $(2,500) $ 505,079 $ 455,329
Purchase of
treasury stock
at cost........ -- -- -- -- -- -- -- 50 (2,500) -- (2,500)
Net loss........ -- -- -- -- -- -- -- -- -- (457,048) (457,048)
----- ---- ---- ---- -------- ---- -------- --- ------- --------- ---------
Balance at
December 31,
1997........... 1,000 10 350 3 14,298 550 (61,561) 100 (5,000) 48,031 (4,219)
Issuance of
warrants in
connection with
debt
(unaudited).... -- -- -- -- 91,058 -- -- -- -- -- 91,058
Net loss
(unaudited).... -- -- -- -- -- -- -- -- -- (547,623) (547,623)
----- ---- ---- ---- -------- ---- -------- --- ------- --------- ---------
Balance at June
30, 1998
(unaudited).... 1,000 $ 10 350 $ 3 $105,356 550 $(61,561) 100 $(5,000) $(499,592) $(460,784)
===== ==== ==== ==== ======== ==== ======== === ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-108
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
For the year For six months
ended ended June 30,
December 31, --------------------
1997 1997 1998
------------ --------- --------------
(unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net loss............................... $(457,048) $(125,178) $(547,623)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Depreciation and amortization......... 104,100 46,455 47,871
Changes in assets and liabilities
Accounts receivable.................. (200,705) (204,615) 94,950
Costs and estimated earnings in
excess of billings on uncompleted
contracts........................... 13,503 (52,297) 39,411
Other assets......................... (106,127) (31,560) 108,154
Accounts payable .................... 362,714 135,497 (248,547)
Accrued expenses and other
liabilities......................... 54,600 (97,310) 26,804
Prebillings.......................... 4,270 (105,282) 46,853
--------- --------- ---------
Net cash used in operating
activities......................... (224,693) (434,290) (432,127)
--------- --------- ---------
Cash flows from financing activities
Borrowings on line of credit........... 303,880 303,880 --
Proceeds from issuance of notes
payable............................... -- -- 300,000
Payments on line of credit and capital
lease obligations..................... (103,439) (75,249) (28,359)
Purchase of treasury stock............. (2,500) -- --
--------- --------- ---------
Net cash provided by financing
activities......................... 197,941 228,631 271,641
--------- --------- ---------
Net decrease in cash................ (26,752) (205,659) (160,486)
Cash, beginning of period............... 462,194 462,194 435,442
--------- --------- ---------
Cash, end of period..................... $ 435,442 $ 256,535 $ 274,956
--------- --------- ---------
Supplemental Disclosures of Cash Flow
Information
Cash paid during the period for
interest.............................. $ 35,365 $ 10,824 $ 25,735
--------- --------- ---------
Non-cash financing and investing
activities
Acquisition of property and equipment
through capital leases................ $ 91,174 $ 79,248 $ 17,570
--------- --------- ---------
Warrants issued in connection with
debt.................................. $ -- $ -- $ 91,058
--------- --------- ---------
</TABLE>

The accompanying notes are an integral part of these financial
statements.

F-109
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

1.Nature of Business and Summary of Significant Accounting Policies

Nature of business

Larry Miller Productions, Inc. (the "Company") provides marketing
strategy and planning, consulting, multimedia presentation design,
evaluation, management, and website development. The Company services
clients in the northeastern United States.

Significant accounting policies

Revenue recognition

For program design, multimedia creation and Web development contracts,
revenues are recognized using the percentage of completion method over
the period of contracts based on costs incurred. For event management
contracts, revenues are recognized as the services are performed or on a
percentage of completion basis for fixed fee arrangements. Website
maintenance revenues are billed and recognized monthly over the term of
agreements. Billings for services in excess of costs represent deferred
revenue and are recorded as prebillings and earned revenue in excess of
billings are recorded as costs and estimated earnings in excess of
billings on uncompleted contracts in the balance sheet. Operating
expenses, including indirect costs and administrative expenses, are
charged to operations as incurred and are not allocated to contract
costs. Any anticipated losses on contracts are charged to earnings when
identified.

Cash and cash equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

Furniture, fixtures and equipment

Furniture, fixtures and equipment are stated at cost less accumulated
depreciation, which is computed using an accelerated method over the
estimated useful lives of the related assets; generally five to seven
years. Equipment held under capital lease is recorded at the lower of
the fair market value of the leased property or the present value of
future minimum lease payments. Leasehold improvements are amortized over
the lesser of the remaining lease term or the estimated useful life of
the assets. Upon sale, retirement or other disposition of these assets,
the cost and the related accumulated depreciation are removed from the
respective accounts and any gain or loss on the disposition is included
in operations.

Income taxes

The Company has applied the asset and liability approach of Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" for
financial accounting and reporting purposes. The Company accounts for
certain items of income and expense in different time periods for
financial reporting and income tax purposes.

F-110
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

Notes to Financial Statements

A reconciliation of the federal statutory rate and the effective income
tax rate follows:

<TABLE>
<CAPTION>
Year ended
December 31,
1997
------------
<S> <C>
Statutory federal income tax rate (34%)...................... $(181,019)
Permanent differences........................................ 2,705
Benefit of state income taxes................................ (24,750)
Increase in valuation allowance.............................. 127,706
---------
Income tax (benefit) provision.............................. $ (75,359)
=========

The significant components of the Company's net deferred tax assets were
as follows:

<CAPTION>
December 31,
1997
------------
<S> <C>
Deferred tax assets..........................................
Deferred revenue............................................ $ 94,436
Loss contract accrual....................................... 11,008
Net operating loss carryforwards............................ 22,261
---------
Net deferred tax assets...................................... 127,705
Valuation allowance.......................................... (127,705)
---------
$ --
=========
</TABLE>

At December 31, 1997, the Company had net operating loss carryforwards
for income tax purposes of approximately $58,643, expiring in the year 2012.
Realization of these assets is contingent on having future taxable earnings.
Based on the loss incurred in 1997 and the fundamental change in the strategic
direction of the Company, management believes that a full valuation allowance
should be recorded against the deferred tax assets. The refundable income taxes
at December 31, 1997 of $96,454 is the result of estimated tax payments made in
excess of amount owed and the carryback of net operating losses. The Company
received this refund in cash in 1998.

In addition, under the Tax Reform Act of 1986, the amounts of, and the
benefits from, net operating loss carryforwards may be impaired or limited in
certain circumstances. The company experienced an ownership change as defined
under Section 368(a) of the Internal Revenue Code in September 1998. As a
result of the ownership change, net operating loss carryforwards, which were
incurred prior to the date of change, are subject to annual limitation on their
future use.

Fair value of financial instruments

The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable, accrued expenses, line of credit and notes
payable approximate fair value. The carrying amounts of capital lease
obligations approximate fair value based on monthly lease payments, lease term,
interest available to the Company for similar leases and cost of leased assets.

F-111
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

Comprehensive income

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" requires entities to report comprehensive income,
which represents the change in equity during a period from non-owner
sources. The Company has not incurred any comprehensive income
components other than the net income for all periods presented.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates and could materially affect the reported amount of assets,
liabilities and future operating results.

2.Unaudited Interim Financial Information

The accompanying balance sheet as of June 30, 1998, the statement of
changes in shareholders' equity (deficit) for the six-month period ended
June 30, 1998 and the statements of operations and of cash flows for the
six-month periods ended June 30, 1997 and 1998 are unaudited. In the
opinion of management these statements have been prepared on the same
basis as the audited financial statements and include all adjustments,
consisting only of normal recurring adjustments, necessary for the fair
presentation of the results of the interim periods. The financial data
and other information disclosed in these notes to financial statements
related to these periods are unaudited. The results for the six months
ended June 30, 1998 are not necessarily indicative of the results to be
expected for the year ending December 31, 1998.

3.Concentration of Credit Risk

As of December 31, 1997, three customers accounted for 47% of accounts
receivable. As of June 30, 1997 and 1998, three customers accounted for
52% of accounts receivable and two customers accounted for 43% of
accounts receivable, respectively. The Company did not obtain or require
any collateral or other security instruments related to the balances.
For the year ended December 31, 1997, net sales from one customer were
$474,730, which accounted for 11% of the Company's total net sales.

F-112
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

4.Furniture, Fixtures and Equipment

Furniture, fixtures and equipment consists of the following:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Equipment........................................ $390,844 $390,844
Equipment under capital leases................... 186,757 204,326
Furniture and fixtures........................... 57,515 57,515
Leasehold improvements........................... 20,406 20,406
-------- --------
655,522 673,091
Less accumulated depreciation and amortization... (497,302) (543,878)
-------- --------
Furniture, fixtures and equipment, net........... $158,220 $129,213
======== ========
</TABLE>

5.Revolving Line of Credit, Notes Payable and Capital Lease Obligations

Revolving line of credit

On April 11, 1997, the Company obtained a line of credit allowing
borrowings up to $250,000. Borrowings bear interest at the prime rate
(8.5% at December 31, 1997) plus 1.0% per annum. The amounts borrowed
are due on demand and collateralized by substantially all of the
Company's assets and the shareholder's personal guarantee. The Company
has borrowed $250,000 under the line of credit at December 31, 1997 and
June 30, 1998, respectively.

Notes payable and capital lease obligations

Notes payable and capital lease obligations consist of the following:

<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------ -----------
(unaudited)
<S> <C> <C>
Capital leases payable in monthly instalments of
$6,468 to $6,031 expiring from 1998 to 2002,
collateralized by equipment with a net book
value of $177,231 and $174,601, respectively.... $112,313 $101,524
Notes payable to an individual creditor with an
interest rate at 12% per annum, due August 1,
1998, collateralized by pledge of stocks owned
by Class A Common stockholders and a
shareholder's personal guarantee................ -- 100,000
Notes payable to individual creditors in
quarterly interest only installments until May
1, 2000, and subsequently in monthly instalments
of $4,250 through May 1, 2005, with an interest
rate of 10% per annum, subordinated to the line
of credit....................................... -- 200,000
-------- --------
112,313 401,524
Less current portion............................. 49,745 148,259
-------- --------
Long-term portion................................ $ 62,568 $255,265
======== ========
</TABLE>

F-113
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

Total interest expense for the year ended December 31,1997 and the six
months ended June 30, 1997 and 1998 was $35,365, $10,824 and, $25,735,
respectively.

The aggregate maturities required over the next five years on capital
lease obligations are as follows:

<TABLE>
<CAPTION>
Year ending December 31, Total
------------------------ --------
<S> <C>
1998........................................................... $ 67,405
1999........................................................... 41,445
2000........................................................... 24,010
2001........................................................... 3,384
2002........................................................... 2,820
Less amounts representing interest............................. (26,751)
--------
$112,313
--------
</TABLE>

6.Stock Repurchase Agreement

On January 1, 1994, the Company entered into an agreement with its major
shareholder to repurchase all of the Company's stock held by the said
shareholder for a purchase price of $61,561. The total price will be
paid by monthly installments of $1,710 for a period of 36 months
starting on January 1, 1998. The repurchase price may be prepaid by the
Company only upon the unanimous agreement of the voting Trustees of the
said shareholder's Voting Trust. Until all these payments are made in
full on December 1, 2000, the said shareholder shall retain all rights
of ownership with respect to shares owned by him. On July 13, 1998, the
Company obtained the approval from the voting Trustees of the said
shareholder's Voting Trust and repurchased all of 550 shares of Class A
Common Stock held by the said shareholder for a lump sum payment of
$100,000.

7.Treasury Stock

During the year ended December 31, 1997, the Company acquired 50 shares
of its Class B Non-Voting Common Stock at a cost of $50 per share for an
aggregate amount of $2,500.

8.401(k) Retirement Plan

Effective January 1, 1996, the Company established a 401(k) plan for
substantially all employees over the age of 21 with no requirement of
minimum services. The plan allows the Company to make discretionary
contributions to the Plan. For the year ended December 31, 1997 and for
the six-month periods ended June 30, 1997 and 1998, the Company made no
contributions to the plan.

9.Commitments

The Company leases its office facility and vehicles under noncancelable
operating leases expiring through January 2001 with aggregate monthly
payments of $12,598. Rental expense charged for the year ended December
31, 1997 and for the six-month periods ended June 30, 1997 and 1998 was
$163,037, $78,891 and $104,477 respectively.

F-114
<PAGE>

LARRY MILLER PRODUCTIONS, INC.

Notes to Financial Statements

As of December 31, 1997, future minimum lease payments under the non-
cancelable operating leases over the next four years are as follows:

<TABLE>
<CAPTION>
For the year ended December 31,
-------------------------------
<S> <C>
1998........................................................... $ 147,984
1999........................................................... 140,004
2000........................................................... 140,004
2001........................................................... 23,334
---------
Total minimum lease payments................................... $ 451,326
---------
</TABLE>

10.Subsequent Events

Stock purchase warrants

On May 13, 1998, the Company issued stock purchase warrants to two
individual creditors in connection with the issuance of $200,000 in the
form of Promissory Notes. The stock purchase warrants allow the
creditors to purchase up to 40 shares of Class B Non-Voting Common
Stock, par value $.01 per share of the Company at the price of $.01 per
share at any time through May 1, 2005. The Company has recorded deferred
debt issuance cost of $91,058 for the estimated fair value at the grant
date of these warrants.

Settlement agreement

On June 15, 1998, the Company entered into an agreement with another
party to settle a dispute between the two parties with respect to
consulting services. The Company has agreed to pay an aggregate amount
of $51,500 on an installment basis over a five-month period beginning in
June 1998.

Non-qualified stock options

In August 1998, the board of directors granted fully vested stock
options to certain employees and directors to purchase up to 1,300
shares of Class B Non-Voting Common Stock, $.01 par value, at an
exercise price of $25 per share. The options expire ten years from the
date of grant.

Merger

On September 10, 1998, the Company was acquired by iXL Enterprises, Inc.

F-115
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Through and including , 1999 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

4,000,000 Shares

[LOGO OF IXL ENTERPRISES, INC. APPEARS HERE]

iXL ENTERPRISES, INC.

Common Stock

----------------

PROSPECTUS

----------------

, 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

Item 20. Indemnification of Directors and Officers.

iXL's Certificate of Incorporation and Bylaws provide that officers and
directors who are made a party to or are threatened to be made a party to or is
otherwise involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was an officer or a director of iXL or is or was serving at the request
of iXL as a director or an officer of another corporation or of a partnership,
joint venture, trust, or other enterprise, including service with respect to an
employee benefit plan (an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer, shall be indemnified and
held harmless by iXL to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits iXL
to provide broader indemnification rights than permitted prior thereto),
against all expense, liability, and loss (including, without limitation,
attorneys' fees, judgments, fines, excise taxes or penalties, and amounts paid
or to be paid in settlement) incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue with respect to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that iXL shall indemnify any such indemnitee in connection with a
proceeding initiated by such indemnitee only if such proceeding was authorized
by the Board of Directors. The right to indemnification includes the right to
be paid by iXL for expenses incurred in defending any such proceeding in
advance of its final disposition. Officers and directors are not entitled to
indemnification if such persons did not meet the applicable standard of conduct
set forth in the Delaware General Corporation Law for officers and directors.

Section 145 of the Delaware General Corporation Law provides, among other
things, that iXL may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of iXL) by reason
of the fact that the person is or was a director, officer, agent or employee of
iXL or is or was serving at the iXL's request as a director, officer, agent, or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding. The power to indemnify applies
if such person is successful on the merits or otherwise in defense of any
action, suit or proceeding, or if such person acted in good faith and in a
manner he reasonably believed to be in the best interest, or not opposed to the
best interest, of iXL, and with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The power to
indemnify applies to actions brought by or in the right of iXL as well, but
only to the extent of defense expenses (including attorneys' fees but excluding
amounts paid in settlement) actually and reasonably incurred and not to any
satisfaction of a judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct in the performance of his
duties to iXL, unless the court believes that in light of all the circumstances
indemnification should apply.

The indemnification provisions contained in iXL's Certificate of
Incorporation and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, iXL maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of
such status.

II-1
<PAGE>

Item 21. Exhibits and Financial Statement Schedules.

a. Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1 Exchange Agreement, dated April 30, 1996, between iXL Enterprises,
Inc., Creative Video Library, Inc. and its stockholders for the
purchase of all of the issued and outstanding capital stock of
Creative Video Library, Inc.+

2.2 Exchange Agreement, dated April 30, 1996, between iXL Enterprises,
Inc., Creative Video, Inc. and its stockholders for the purchase of
all of the issued and outstanding capital stock of Creative Video,
Inc.+

2.3 Exchange Agreement, dated April 30, 1996, between iXL Enterprises,
Inc., IXL Interactive Excellence, Inc. and its stockholders for the
purchase of all of the issued and outstanding Stock of IXL Interactive
Excellence, Inc.+

2.4 Exchange Agreement, dated April 30, 1996, between iXL Enterprises,
Inc., Entrepreneur Television, Inc. and its stockholders for the
purchase of all of the issued and outstanding capital stock of
Entrepreneur Television, Inc.+

2.5 Purchase and Sale Agreement, dated as of June 5, 1996, by and among
IXL Acquisition Corp., Memphis On Line, Inc. Southern On Line Systems,
Inc., and Southern Tel Supply, Inc.+

2.6 Agreement and Plan of Merger, dated as of December 13, 1996, by and
among IXL Merger Corp., the Registrant, Consumer Financial Network,
Inc., Mellett, Reene & Smith, LLC, Derek V. Smith, Michael W. Reene
and Edwin R. Mellett.+

2.7 Asset Purchase Agreement, dated as of February 14, 1997, by and
between iXL Enterprises, Inc., iXL, Inc., Webbed Feet, LLC, F. Blair
Schmidt-Fellner and Michael Brendon Dowdle.+

2.8 Agreement and Plan of Merger, dated as of April 4, 1997, by and
between iXL Enterprises, Inc., IXL Merger Corp. II, Inc., The Whitley
Group, Inc. and William C. Whitley.+

2.9 Agreement of Plan of Merger, dated as of May 30, 1997, by and between
iXL Enterprises, Inc., IXL Merger Corp. III, Inc., BoxTop Interactive,
Inc., and the Shareholders of Boxtop Interactive, Inc.+

2.10 Agreement and Plan of Merger, dated as of July 28, 1997, by and
between iXL Enterprises, Inc., IXL Merger Corp. IV, Inc., Mark
Swanson, N. Blake Patton, Marc Sirkin, Edwin Davis, Estate of
Robert H. Kriebel and Swan Interactive Media, Inc.+

2.11 Agreement and Plan of Merger, dated as of January 23, 1998, by and
between iXL Enterprises, Inc., iXL-New York, Inc., Small World
Software, Inc., and the Shareholders of Small World.+

2.12 Asset Purchase Agreement, dated as of February 5, 1998, by and between
iXL Enterprises, Inc., iXL-San Francisco, Inc., Green Room
Productions, L.L.C. and the Controlling Members.+

2.13 Asset Purchase Agreement, dated as of March 27, 1998, by and between
iXL Enterprises, Inc., iXL-Denver, Inc., Continental Communications
Group, Inc., d/b/a Customer Communications Group, Inc. and John R.
Klug.+

2.14 Agreement and Plan of Merger, dated as of May 4, 1998, by and between
iXL Enterprises, Inc., iXL-New York, Inc., Micro Interactive, Inc. and
the Micro Shareholders.+

2.15 Agreement and Plan of Merger, dated as of May 8, 1998, by and between
iXL Enterprises, Inc., iXL-Los Angeles, Inc., Spin Cycle Entertainment
and the SCE Shareholders.+

2.16 Agreement and Plan of Merger, dated as of May 12, 1998, by and between
iXL Enterprises, Inc., iXL-Los Angeles, Inc., Digital Planet and the
Digital Shareholders.+

2.17 Agreement and Plan of Merger, dated as of May 12, 1998, by and between
InTouch Interactive, Inc., iXL Enterprises, Inc., iXL-Charlotte, Inc.,
and the InTouch Shareholders.+

</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.18 Share Sale and Purchase Agreement dated as of 11 May, 1998 between,
iXL London Limited, and Derek Scanlon.+

2.19 Agreement and Plan of Merger, dated as of July 2, 1998, by and between
CommerceWAVE, Inc., iXL Enterprises, Inc., iXL-San Diego, Inc., and
the CommerceWAVE shareholders.+

2.20 Agreement and Plan of Merger, dated as of July 8, 1998, by and between
iXL Enterprises, Inc., iXL-New York, Inc., Wissing & Laurence, Inc.
and the W&L Shareholders.+

2.21 Asset Purchase Agreement, dated as of July 16, 1998, by and among
Robert Ortiz and John Tierney, iXL Enterprises, Inc. and iXL-New York,
Inc.+

2.22 Agreement and Plan of Merger, dated as of July 22, 1998, by and
between Image Communications, Inc., iXL Enterprises, Inc., iXL-DC,
Inc., and the Image Shareholders.+

2.23 Share Purchase Agreement, dated as of July 28, 1998, by and among iXL
Enterprises, Inc., iXL-Madrid, S.A., Campana New Media, S.L, The Other
Media, S.L., the Campana Companies Beneficial Owners and the Campana
Companies Shareholders.+

2.24 Agreement and Plan of Merger, dated as of July 30, 1998, by and among
Spinners Incorporated, iXL Enterprises, Inc., iXL-Boston, Inc. and the
Spinners Shareholders.+

2.25 Agreement and Plan of Merger, dated as of September 4, 1998, by and
among iXL Enterprises, Inc., iXL-Richmond, Inc., Tekna, Inc., and the
Tekna Shareholders.+

2.26 Share Sale and Purchase Agreement, dated as of September 7, 1998, by
and between iXL Enterprises, Inc., Jens Bley, Manfred Otterbreit,
Stephan Balzerand Matthias Oelmann.+

2.27 Agreement and Plan of Merger dated as of September 9, 1998 by and
among iXL Enterprises, Inc., iXL-Boston, Inc., Larry Miller
Productions, Inc., and the LMP Principals.+

2.28 Agreement and Plan of Merger, dated as of September 10, 1998, by and
between iXL Enterprises, Inc., iXL, Inc., Exchange Place Solutions,
Inc., and the Exchange Place Shareholder.+

2.29 Agreement and Plan of Merger, dated as of September 18, 1998, by and
among iXL Enterprises, Inc., iXL-San Francisco, Inc., Pantheon
Interactive, Inc., and the Pantheon Shareholders.+

2.30 Agreement and Plan of Merger, dated as of September 18, 1998, by and
among iXL Enterprises, Inc., iXL-Chicago, Inc., Two-Way
Communications, L.L.C., and the TWC Members.+

2.31 Agreement and Plan of Merger, dated as of September 22, 1998, by and
between iXL Enterprises, Inc., iXL-DC, Inc., NetResponse, L.L.C., and
Next Century Communications Corp.+

2.32 Agreement and Plan of Merger, dated as of September 23, 1998, by and
among iXL Enterprises, Inc., iXL-Chicago, Inc., Ionix Development,
Corporation, and the Ionix Shareholder.+

2.33 Agreement and Plan of Merger, dated as of September 24, 1998, by and
between iXL Enterprises, Inc., iXL-Connecticut, Inc., Pequot Systems,
Inc. and the Pequot Shareholders.+

3.1 Amended and Restated Certificate of Incorporation.*

3.2 Amended and Restated Bylaws.*

4.1 Form of Common Stock Certificate.+

4.2 Form of Mandatorily Exercisable Common Stock Warrant Agreement.+

4.3 Form of Class B Convertible Preferred Stock Warrant Agreement.+

4.4 Form of Class A Common Stock Warrant Agreement.+

4.5 Form of Class B Common Stock Warrant Agreement.+

4.6 Investor Stockholders Agreement, dated as of April 30, 1996, as
amended.+

</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
4.7 Third Amended and Restated Stockholders' Agreement dated June 8, 1999
by and among iXL Enterprises, Inc., Kelso Investment
Associates V, L.P., Kelso Equity Partners V, L.P., CB Capital
Investors, L.P. and the other stockholders listed therein.*

5.1 Opinion of Minkin & Snyder, a Professional Corporation.*

10.1 Employment Agreement between Boxtop Interactive, Inc. and Kevin Wall,
dated as of August 1, 1996, as amended, together with related
agreements.+

10.2 Employment Agreement dated as of May 1, 1998 between iXL, Inc. and
William C. Nussey.+

10.3 Employment Agreement dated August 17, 1998 between iXL, Inc. and David
Clauson.+

10.4 Employment Agreement dated November 28, 1999 between Consumer
Financial Network, Inc. and C. Cathleen Raffaeli.+

10.5 iXL Enterprises, Inc. 1996 Stock Option Plan, together with related
agreements.+

10.6 iXL Enterprises, Inc. 1998 Non-Employee Stock Option Plan, together
with related agreements.+

10.7 iXL Enterprises, Inc. 1999 Employee Stock Option Plan.+

10.8 Advisory Agreement dated as of April 30, 1996 by and between IXL
Holdings, Inc. and Kelso & Company, together with form of amendment.+

10.9 Consulting Agreement dated as of February 5, 1999 by and between iXL
Enterprises, Inc. and Kelso & Company.+

10.10 Promissory Note, dated as of January 14, 1997, made by IXL-Memphis,
Inc. in favor of First Tennessee Bank National Association, in the
original principal amount of $499,000 and agreements related thereto.+

10.11 Promissory Note, dated as of May 30, 1997, in the principal aggregate
amount of $50,000 in favor of the Registrant from Kevin Wall.+

10.12 Promissory Note, dated as of September 15, 1997, in the principal
aggregate amount of $500,000 in favor of U. Bertram Ellis from iXL
Enterprises, Inc.+

10.13 Promissory Note, dated as of September 18, 1997, in the principal
aggregate amount of $300,000 in favor of James Rocco from iXL
Enterprises, Inc.+

10.14 Promissory Note, dated as of September 29, 1997, in the principal
aggregate amount of $100,000 in favor of James S. Altenbach from iXL
Enterprises, Inc.+

10.15 Promissory Note, dated as of October 10, 1997, in the principal
aggregate amount of $1,000,000 in favor of U. Bertram Ellis, Jr. from
iXL Enterprises, Inc.+

10.16 Promissory Note, dated as of October 30, 1997, in the principal
aggregate amount of $1,000,000 in favor of U. Bertram Ellis, Jr. from
iXL Enterprises, Inc.+

10.17 Promissory Note, dated as of November 25, 1997, in the principal
aggregate amount of $1,000,000 in favor of U. Bertram Ellis, Jr. from
iXL Enterprises, Inc.+

10.18 Promissory Note, dated as of December 3, 1997, in the principal
aggregate amount of $1,300,000 in favor of U. Bertram Ellis, Jr. from
iXL Enterprises, Inc.+

10.19 Promissory Note, dated as of June 19, 1998, in the principal aggregate
amount of $4,000,000 in favor of Deborah Hicks Ellis from iXL
Enterprises, Inc. and certain of its subsidiaries and related
agreements.+

10.20 Promissory Note, dated as of July 20, 1998, in the principal aggregate
amount of $2,000,000 in favor of U. Bertram Ellis, Jr. from iXL
Enterprises, Inc.+

10.21 Credit Agreement, dated as of July 29, 1998, as amended and restated
as of November 30, 1998, among iXL Enterprises, Inc., the Lenders
party thereto and The Chase Manhattan Bank as Administrative Agent and
related agreements.+

</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.22 Promissory Note, dated as of September 18, 1998, between David Clauson
(as Maker) and iXL Enterprises, Inc. together with Stock Pledge
Agreement.+

10.23 Subscription Agreement for Common Stock dated April 12, 1996 between
iXL Enterprises, Inc. and U. Bertram Ellis, Jr.+

10.24 Subscription Agreement for Common Stock dated April 12, 1996 between
iXL Enterprises, Inc. and James S. Altenbach.+

10.25 Subscription Agreement for Class A Convertible Preferred Stock dated
April 30, 1996 between iXL Enterprises, Inc. and U. Bertram Ellis,
Jr.+

10.26 Subscription Agreement for Class A Convertible Preferred Stock dated
April 30, 1996 between iXL Enterprises, Inc. and U. Bertram Ellis,
Jr., James V. Sandry and James S. Altenbach.+

10.27 Subscription Agreement for Class A Convertible Preferred Stock dated
June 3, 1996 between iXL Enterprises, Inc. and James S. Altenbach.+

10.28 Subscription Agreement for Class A Convertible Preferred Stock dated
April 4, 1997 between iXL Enterprises, Inc. and Kelso Investment
Associates V, L.P.+

10.29 Subscription Agreement for Class A Convertible Preferred Stock dated
April 4, 1997 between iXL Enterprises, Inc. and Kelso Equity Partners
V, L.P.+

10.30 Subscription Agreement for Class A Convertible Preferred Stock dated
April 4, 1997 between iXL Enterprises, Inc. and U. Bertram Ellis, Jr.+

10.31 Subscription Agreement for Class A Convertible Preferred Stock dated
April 4, 1997 between iXL Enterprises, Inc. and James S. Altenbach.+

10.32 Intentionally Omitted.

10.33 Subscription Agreement for Class A Convertible Preferred Stock dated
August 25, 1998 between iXL Enterprises, Inc. and William C. Nussey.+

10.34 Subscription Agreement for Class A Convertible Preferred Stock dated
September 18, 1998 between iXL Enterprises, Inc. and David Clauson.+

10.35 Exchange Agreement, dated April 30, 1996, between iXL Enterprises,
Inc., Creative Video Library, Inc. and its stockholders for the
purchase of all of the issued and outstanding capital stock of
Creative Video Library, Inc. (contained in Exhibit 2.1).+

10.36 Exchange Agreement, dated April 30, 1996, between iXL Enterprises,
Inc., Creative Video, Inc. and its stockholders for the purchase of
all of the issued and outstanding capital stock of Creative Video,
Inc. (contained in Exhibit 2.2).+

10.37 Exchange Agreement, dated April 30, 1996, between iXL Enterprises,
Inc., Entrepreneur Television, Inc. and its stockholders for the
purchase of all of the issued and outstanding capital stock of,
Entrepreneur Television, Inc. (contained in Exhibit 2.3).+

10.38 Agreement and Plan of Merger, dated May 30, 1997, by and among iXL
Enterprises, Inc., iXL Merger Corp. III, Inc., Boxtop Interactive,
Inc., and the Stockholders of Boxtop Interactive, Inc. (contained in
Exhibit 2.9).+

10.39 Securities Purchase Agreement, dated December 17, 1997, among iXL
Enterprises, Inc. and Chase Venture Capital Associates, L.P., Flatiron
Partners, LLC and Greylock IX Limited Partnership and related
agreement.+

10.40 Warrant Agreement, dated as of December 17, 1997, by and among iXL
Enterprises, Inc., Chase Venture Capital Associates, L.P., Flatiron
Partners, L.L.C., and Greylock IX Limited Partnership.+

10.41 Securities Purchase Agreement, dated December 23, 1997, among iXL
Enterprises, Inc. and General Electric Capital Corporation.+

</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.42 Warrant Award Agreement dated as of December 23, 1997 by and between
iXL Enterprises, Inc. and General Electric Capital Corporation.+

10.43 Warrant Agreement, dated as of December 23, 1997, by and between iXL
Enterprises, Inc. and General Electric Capital Corporation.+

10.44 Warrant Award Agreement dated as of March 12, 1998 by and between iXL
Enterprises, Inc. and Chase Venture Capital Associates, L.P., and
related agreement.+

10.45 Securities Purchase Agreement, dated March 30, 1998, between iXL
Enterprises, Inc. and Kevin Wall for the purchase of shares of iXL
Enterprises, Inc.'s Common Stock.+

10.46 Securities Purchase Agreement, dated August 14, 1998, among iXL
Enterprises, Inc. and CB Capital Investors, L.P., The Flatiron Fund
1998/99, LLC, Friends of Flatiron, LLC, and Mellon Ventures II, L.P.+

10.47 Securities Purchase Agreement, dated January 15, 1999, among iXL
Enterprises, Inc. and the Purchasers listed therein for the purchase
of shares of iXL Enterprises, Inc.'s Class A Convertible Preferred
Stock.+

10.48 Stock Purchase Agreement dated November 3, 1998, between Consumer
Financial Network, Inc. and General Electric Capital Corporation for
the purchase of shares of Series A Convertible Preferred Stock, $.01
par value per share, of Consumer Financial Network, Inc.+

10.49 Warrant Agreement, dated as of November 3, 1998, among iXL
Enterprises, Inc. and General Electric Capital Corporation.+

10.50 Stockholders' Agreement dated November 3, 1999 among Consumer
Financial Network, Inc., iXL Enterprises, Inc. and General Electric
Capital Corporation.+

10.51 Guaranty of License Agreement dated April 27, 1998 between Consumer
Financial Network, Inc. and Charter Federal Savings & Loan Association
of West Point, Georgia.+

10.52 Lease Agreement dated January 8, 1997 between Park Place Emery, L.L.C.
and iXL, Inc., as amended.+

10.53 Registration Rights Agreement dated as of April 30, 1996 among iXL
Enterprises, Inc. and Kelso Investment Associates V, L.P., Kelso
Equity Partners V, L.P., and certain other stockholders of iXL
Enterprises, Inc.+

10.54 Indemnification Agreement dated June 8, 1999 by and among iXL
Enterprises, Inc. and the Indemnitees named therein.*

10.55 Amended and Restated Registration Rights Agreement by and among iXL
Enterprises, Inc., Consumer Financial Network, Inc., GE Capital Equity
Investments, Inc., General Electric Pension Trust and General Electric
Capital Corporation.*

10.56 Master Services Agreement dated April 7, 1999 by and between iXL-New
York, Inc. and General Electric Capital Corporation.+

10.57 Warrant Agreement dated April 7, 1999 by and between iXL Enterprises,
Inc. and GE Capital Equity Investments, Inc.+

10.58 Stock Purchase Agreement dated April 7, 1999 by and between Consumer
Financial Network, Inc., GE Capital Equity Investments, Inc., and
General Electric Pension Trust.+

10.59 Securities Purchase Agreement dated April 7, 1999 by and among iXL
Enterprises, Inc., GE Capital Equity Investments, Inc., and the
General Electric Pension Trust.+

10.60 Warrant Agreement dated June 8, 1999 by and between iXL Enterprises,
Inc. and GE Capital Equity Investments, Inc.*

10.61 Investor Agreement dated June 8, 1999 by and between GE Capital Equity
Investments, Inc., the General Electric Pension Trust, iXL
Enterprises, Inc. and Consumer Financial Network, Inc.*
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------

<C> <S>
10.62 Amended and Restated Stockholders' Agreement among Consumer Financial
Network, Inc., iXL Enterprises, Inc., GE Capital Equity Investments,
Inc., the General Electric Pension Trust and General Electric Capital
Corporation, as amended.*

10.63 Information Services Agreement dated June 30, 1997 among Consumer
Financial Network, Inc., CFN Agency, Inc. and Electric Insurance
Company.+

10.64 Master Service Agreement dated as of December 31, 1998 by and between
iXL, Inc. and Delta Air Lines, Inc.+

10.65 Warrant Agreement dated December 31, 1998 by and between iXL
Enterprises, Inc. and Delta Air Lines, Inc.+

10.66 Letter Agreement for Marketing Services dated May 11, 1999 by and
between iXL Enterprises, Inc. and GE Capital Equity Investments, Inc.+
10.67 U.S. Purchase Agreement dated as of June 2, 1999 by and among iXL
Enterprises, Inc. and the underwriters listed therein.*
10.68 International Purchase Agreement dated as of June 2, 1999 by and among
iXL Enterprises, Inc. and the underwriters listed therein.*

21.1 Subsidiaries of the Company.+

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Minkin & Snyder, a Professional Corporation (contained in
Exhibit 5.1).

24.1 Power of Attorney.**

27.1 Financial Data Schedule.*
99.1 Consent to be named in Registration Statement.*

</TABLE>
- --------
+ Incorporated by reference from iXL's Registration Statement on Form S-1 (No.
333-71937).

* Filed previously.

** Included on signature pages to Registration Statement No. 333-81731 on Form
S-4 filed June 28, 1999.

b. Financial Statement Schedules

Not applicable.

Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions described in Item 14, or otherwise,
the registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a claim
for indemnification by the registrant against such liabilities (other than the
payment by the registrant of express incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which,

II-7
<PAGE>

individually or in the aggregate, represent a fundamental change
in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b)
if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(4) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b) 11 or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the request.

(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.

II-8

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 1 to registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on July 15, 1999.

iXL Enterprises, Inc.,
a Delaware corporation

/s/ M. Wayne Boylston
By: _________________________________
Name:M. Wayne Boylston
Title:Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to registration statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ U. Bertram Ellis, Jr.* Chief Executive Officer
______________________________________ (Principal Executive
U. Bertram Ellis, Jr. Officer)

/s/ M. Wayne Boylston Chief Financial Officer July 15, 1999
______________________________________ (Principal Financial
M. Wayne Boylston Officer)

/s/ Jeffrey T. Arnold* Director
______________________________________
Jeffrey T. Arnold

/s/ Frank K. Bynum, Jr.* Director
______________________________________
Frank K. Bynum, Jr.

/s/ Jerome D. Colonna* Director
______________________________________
Jerome D. Colonna

</TABLE>

II-9

<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William C. Nussey* Director
______________________________________
William C. Nussey

/s/ Thomas G. Rosencrants* Director
______________________________________
Thomas G. Rosencrants

/s/ Kevin M. Wall* Director
______________________________________
Kevin M. Wall

/s/ Thomas R. Wall, IV* Director
______________________________________
Thomas R. Wall, IV
/s/ Gary C. Wendt* Director
______________________________________
Gary C. Wendt
</TABLE>

/s/ M. Wayne Boylston July 15, 1999

*By: ________________________
M. Wayne Boylston
Attorney-in-Fact

II-10

<PAGE>

Consent of Independent Accountants

We hereby consent to the use in this Registration Statement on Form S-4 of iXL
Enterprises, Inc. of our reports as of the dates and relating to the financial
statements of the companies listed below.

Company Date of Report
------- --------------

iXL Enterprises, Inc. February 5, 1999

BoxTop Interactive, Inc. October 3, 1997

Green Room Productions, L.L.C. September 3, 1998

Digital Planet July 13, 1998

Micro Interactive, Inc. June 26, 1998

CommerceWAVE, Inc. August 21, 1998

Spinners Incorporated September 4, 1998

Tekna, Inc. September 24, 1998

Larry Miller Productions, Inc. November 10, 1998

We also consent to the application of our report on iXL Enterprises, Inc. to the
Financial Statement Schedules for the period from May 1, 1996 (commencement of
operations) through December 31, 1996 and the years ended December 31, 1997 and
1998 listed under Item 16(b) of this Registration Statement when such schedules
are read in conjunction with the financial statements referred to in our report.
The audits referred to in such report also included these schedules. We also
consent to the references to us under the heading "Experts" in such Registration
Statement.

PricewaterhouseCoopers LLP
Atlanta, Georgia
July 15, 1999