ONESOFT CORP, S-1/A, 2000-03-14

ONESOFT CORP
S-1/A, 2000-03-14
PREPACKAGED SOFTWARE

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<PAGE>

As filed with the Securities and Exchange Commission on March 14, 2000

Registration No. 333-94233
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO. 3
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ONESOFT CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 2389 54-1771616
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)

1505 Farm Credit Drive, Suite 100
McLean, Virginia 22102
(703) 821-9190
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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James W. MacIntyre, IV
Chief Executive Officer
OneSoft Corporation
1505 Farm Credit Drive, Suite 100
McLean, Virginia 22102
(703) 821-9190
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

With copies to:

Jonathan L. Kravetz, Esq. Stephen A. Riddick, Esq.
Mintz, Levin, Cohn, Ferris, Brobeck, Phleger & Harrison LLP
Glovsky and Popeo, P.C. 701 Pennsylvania Ave., N.W.
One Financial Center Suite 220
Boston, MA 02111
(617) 542-6000 Washington, D.C. 20004
(202) 220-5214

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Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered or
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
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(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier 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 registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed
Amount Proposed Maximum
Title of Securities to to be Maximum Price Aggregate Amount of
be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(3)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value................. 5,175,000 $14.00 $72,450,000 $19,127
</TABLE>

(1) Includes 675,000 shares subject to the underwriters' over-allotment option.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act.

(3) $18,480 of which has been previously paid.

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

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, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to Section 8(a), may determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement +
+becomes effective. This prospectus shall not constitute an offer to sell or +
+the solicitation of an offer to buy nor shall there be any sale of these +
+securities in any State in which such offer, solicitation or sale would be +
+unlawful prior to registration or qualification under the securities laws of +
+any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion. Dated March , 2000

[LOGO OF ONESOFT]

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4,500,000 Shares
Common Stock

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

This is the initial public offering of OneSoft Corporation and we are
offering 4,500,000 shares of our common stock. We anticipate that the initial
public offering price will be between $12.00 and $14.00 per share. We have
applied to have the shares we are offering approved for quotation on the
Nasdaq National Market under the symbol "ONSF."

Investing in our common stock involves risks. See "Risk Factors" beginning on
page 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.

<TABLE>
<CAPTION>
Assumed Underwriting
Price to Discounts and Proceeds to
Public Commissions OneSoft
<S> <C> <C> <C>
Per Share $13.00 $0.91 $12.09
Total $58,500,000 $4,095,000 $54,405,000
</TABLE>

We and the selling stockholders listed on page 63 of the prospectus have
granted the underwriters a 30-day option to purchase up to additional 675,000
shares of common stock to cover any over-allotments. We will not receive any
proceeds from the sale of shares of common stock by selling stockholders.

Deutsche Banc Alex. Brown

SG Cowen

Friedman Billings Ramsey

Wit SoundView

The date of this Prospectus is , 2000.
<PAGE>

[INSIDE FRONT COVER GRAPHIC]

Top Text: THE INTERNET COMMERCE REVENUE ENGINE

Side Text: B2B2C - pointing to top of graphic
OneCommerce enables customers to interact with businesses directly or
through electronic marketplaces.

XML--pointing to second fifth of graphic

OneCommerce builds on the XML standard letting businesses extend selling to
Internet channels

Interaction--pointing to third fifth of graphic

OneCommerce enables personalized interaction with customers to deliver the right
experience at the right time.

Transaction--pointing to fourth fifth of graphic

OneCommerce converts customer interaction to transactional revenue.

Integration--pointing to bottom of graphic

OneCommerce integrates with existing IT systems to enable real time transactions
and exchange of information

Picture: A vertical picture of layers of interaction describing the OneCommerce
platform and the customers it serves.

From top to bottom: Label--Edge Devices, Customers, Business, eMarkets, etc.
picture of Palm Pilot, wireless phone, laptop and telephone touchpad

Arrow up to Edge Devices from center reading XML

Middle picture: Personalized Interactions & Businesses Processes
Arrow down from middle reading XML

Center picture: OneCommerce Scales on Microsoft Platform Run by Application
Service Providers Arrow up from bottom reading XML

Arrow down to bottom reading XML
Enterprise Application & Supply Chain Integration
Arrow down reading XML

Bottom picture: Inventory, Supplies, Distributors, Accounting, Payments, etc.
<PAGE>

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this
prospectus. This summary may not contain all of the information that you should
consider before investing in our common stock.

Our Business

We develop and provide Internet commerce application software and services
that enable our clients to rapidly build, grow, and extend their online
businesses. The core of our solution is OneCommerce, our application software
built on the eXtensible Markup Language standard, or XML. We designed
OneCommerce for scalable operation on the Microsoft operating platform.
OneCommerce enables enterprises to intelligently and dynamically interact with
their customers and trading partners over the Internet to exchange information,
provide services, and complete business-to-business and business-to-consumer
transactions. We primarily deliver OneCommerce on an outsourced basis, which
shortens our clients' time-to-market and minimizes their need to make
substantial investments to develop and maintain their own Internet commerce, or
e-commerce, Web sites.

In order to succeed in the Internet commerce marketplace, both traditional
companies and Internet-only businesses are investing heavily in Internet
commerce solutions. We believe that our market opportunity derives from the
need for a solution that:

. provides comprehensive functionality across key business processes;
. supports XML, an emerging standard for Internet commerce;
. rapidly adapts to changing business and technology requirements; and
. is designed for delivery on an outsourced basis.

We believe that our solution, comprised of OneCommerce and a broad array of
services, responds to these needs. OneCommerce manages Web site content,
provides personalized visitor experiences, processes orders, delivers customer
support, and integrates with internal and external business applications. We
believe we have developed the only XML-based Internet commerce application
software. We have designed our solution to be offered by us and our partners on
an outsourced basis. Widely-respected companies involved with Internet commerce
such as Microsoft and USWeb/CKS have endorsed OneCommerce as one of the
industry's top few solutions for large-scale Internet commerce. Our clients
include Alloy Online, ePhones, Espanol.com, Maytag, Phillips Publishing,
SmartCruiser.com, The Mark Group, and WeightWatchers.com.

Our objective is to provide the application software that supports a leading
share of commerce conducted over the Internet. We intend to do this by
expanding our range of application services to include additional software
functionality and value-added services. We also intend to contribute to and
leverage the emerging technology standards upon which we have built
OneCommerce. Further, we plan to expand our distribution channels to include a
broad range of application service providers, systems integrators, and other
professional services companies.

1
<PAGE>

The Offering

<TABLE>
<CAPTION>
Common stock offered by OneSoft...................... 4,500,000 shares
<C> <S>
Common stock to be outstanding after this offering.. 20,966,148 shares
Use of proceeds..................................... General corporate
purposes, including
working capital. See
"Use of Proceeds."
Proposed Nasdaq National Market symbol.............. ONSF
</TABLE>

The number of shares of our common stock that will be outstanding after this
offering is based on the number of shares outstanding on February 29, 2000 and
assumes no exercise of the underwriters' over-allotment option, and the
conversion into common stock of all of our preferred stock outstanding on that
date. It also assumes the filing of our amended and restated certificate of
incorporation immediately following the closing of this offering. It excludes
4,000,325 shares issuable upon exercise of subject options at a weighted-
average exercise price of $4.97 per share and 60,651 warrants at an exercise
price of $6.59 per share and additional shares available for issuance under our
stock plans as of February 29, 2000.

Summary Consolidated Financial Data
(in thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Revenues:
Application services........ $ -- $ 240 $ 171 $ 561 $ 2,023
Professional services....... -- 1,834 1,834 995 6,928
-------- -------- -------- -------- --------
Total revenues............ -- 2,074 2,005 1,556 8,951
Gross profit................. -- 616 605 495 1,554
(Loss) income from
operations.................. (8) 48 (614) (3,764) (26,708)
Net (loss) income............ (8) 49 (601) (3,590) (26,370)
Net (loss) income
attributable to common
shareholders................ (8) 49 (601) (3,608) (29,431)
Basic and diluted net loss
per share................... $ (0.00) $ 0.02 $ (0.10) $ (0.60) $ (4.85)
Weighted average common
shares-basic and diluted.... 3,000 3,000 5,832 5,969 6,066
Pro forma basic and diluted
net loss per share.......... $ (1.87)
Pro forma weighted average
common shares-basic and
diluted..................... 14,123
</TABLE>

<TABLE>
<CAPTION>
December 31, 1999
------------------------------
Pro Forma
Actual Pro Forma As Adjusted
------- --------- -----------
<S> <C> <C> <C>
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term
investments .................................. $16,361 $16,361 $69,466
Working capital................................ 11,598 11,598 64,703
Total assets................................... 28,399 28,399 18,504
Long term debt and capital lease obligations... 63 63 63
Redeemable preferred stock..................... 48,747 -- --
Stockholders' (deficit) equity ................ (30,736) 18,011 71,116
</TABLE>

The unaudited pro forma balance sheet data above reflects the conversion of
all classes of preferred stock into common stock as of December 31, 1999. See
Note 11 of Notes to Consolidated Financial Statements. The unaudited pro forma
as adjusted balance sheet data above reflects the receipt of the net proceeds
from the sale of the 4,500,000 shares of common stock in this offering at an
assumed initial public offering price of $13.00 per share, after deducting
estimated underwriting discounts and commissions and estimated offering
expenses.

2
<PAGE>

In this prospectus, "OneSoft", "we", "us", and "our" refer to OneSoft
Corporation. Our executive offices are located at 1505 Farm Credit Drive,
McLean, Virginia 22102. Our telephone number is (703) 821-9190. Our Web site is
located at http://www.onesoft.com. Information contained on our Web site is not
a part of this prospectus.

"OneSoft," "OneCommerce," our logo and other trademarks and service marks of
OneSoft Corporation mentioned in this prospectus are the property of OneSoft
Corporation. All other trademarks or trade names referred to in this prospectus
are the property of their respective owners.

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

Unless otherwise indicated, all information in this prospectus assumes:

. that the underwriters have not exercised their option to purchase
additional shares;

. conversion of all shares of preferred stock into shares of common stock
upon completion of this offering; and

. the filing of an amended and restated certificate of incorporation upon
completion of this offering.

3
<PAGE>

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You
should consider carefully the following information about these risks, together
with the other information contained in this prospectus, before you decide
whether to buy our common stock.

Risks Related to Our Business

We have had recent losses and will incur substantial future losses that may
depress our stock price

We have incurred significant losses since 1997, including losses of
approximately $601,000, $3.6 million, and $26.4 million for the years ended
December 31, 1997, 1998, and 1999, respectively. Our losses have resulted in an
accumulated deficit of approximately $34.2 million as of December 31, 1999. We
expect to substantially increase our sales and marketing, research and
development, and general and administrative expenses. We anticipate incurring
substantial losses for the next several years. As a result, we will need to
generate significant additional revenues to achieve and maintain profitability
in the future. Any significant shortfall of revenues in relation to our
expectations or any material delay in client licenses would have an immediate
adverse effect on our business. We are not certain when we will become
profitable. Even if we do achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis. Failure to achieve or maintain
profitability will materially and adversely affect the market price of our
common stock.

We expect our quarterly revenues and operating results to fluctuate and the
price of our common stock could fall if quarterly results are lower than
expectations

Our revenues and operating results are likely to vary significantly from
quarter to quarter. The factors that will affect our quarterly operating
results include:

. fluctuations in demand for our products and services;

. the timing of our application software and services sales;

. the timing of our application software implementations;

. increased expenditures for sales and marketing, research and
development, and administration;

. the timing and introduction of new software by us or our competitors;
and

. the mix of services provided, and whether we or our channel partners
provide these services.

If revenue falls below our expectations in a quarter and we are not able to
quickly reduce our spending in response, our operating results for that quarter
could be harmed. It is likely that in some future quarter our operating results
may be below the expectations of public market analysts and investors and, as a
result, the price of our common stock may fall.

We have over 40 clients but currently only 14 clients have licensed our
application software, and our Internet commerce solution may never achieve
broad market acceptance, reducing potential for revenue growth

We first introduced the XML-based version of OneCommerce in April 1999 and
delivered a second major release in November 1999. Of our 40 clients, only 14
clients have licensed OneCommerce and of those, only three are operational on
the most recent version. Therefore, we have not demonstrated

4
<PAGE>

broad market acceptance of OneCommerce. If OneCommerce does not gain broad
market acceptance, or if OneCommerce fails to meet customer expectations, our
business would be harmed.

A large portion of our revenues are currently derived from five clients and a
loss of one or more of these clients could cause our results of operations to
suffer

Five of our clients accounted for 71% of our revenues for the year ended
December 31, 1998. Four clients accounted for 20.2%, 18.3%, 12.8%, and 12.2%
each, respectively. Five of our clients accounted for an aggregate of 57% of
our revenues for the year ended December 31, 1999. Three of those clients
accounted for 18.5%, 12.7%, and 11.7% each, respectively. Although we believe
that our client concentration will decrease as we continue to build our client
base, we expect that a small number of clients will continue to account for a
substantial portion of revenues in the near term. As a result, our inability to
secure additional significant clients during a given period or the loss of any
one major client could adversely affect our business. In addition, many of our
clients are Internet start-up companies with limited resources. Accordingly,
the non-payment of amounts due to us from a significant client could cause us
to incur a bad debt expense which could cause our financial condition to
suffer. For the year ended December 31, 1999, our bad debt expense was
approximately $1.1 million. We may experience higher levels of bad debt expense
in the future.

All of our revenues are directly related to a single family of relatively new
applications with few clients to date, and our revenue growth will be limited
if these offerings are not commercially successful

Our OneCommerce family of application services and related professional
services account for substantially all of our revenues to date, and we expect
these application services and professional services to continue to account for
most of our revenues for the foreseeable future. We have over 40 clients, for
both application services and professional services. If our current limited
offerings are not commercially successful, our revenues will not increase as
anticipated. We may not successfully develop or market any enhanced or new
application services in the future, which would limit our ability to increase
revenues.

In the emerging marketplace of Internet commerce, our application services
and professional services involve a new approach to the conduct of online
business. As a result, intensive marketing and sales efforts may be necessary
to educate prospective clients regarding the uses and benefits of our
application services and our professional services, thereby generating demand.
Companies that have already invested substantial resources in other methods of
conducting business may be reluctant to adopt a new approach that may replace,
limit, or compete with their existing systems. Accordingly, a viable market for
our application services and professional services may not emerge or be
sustainable.

We anticipate the need to raise additional capital in the future, and if we
cannot meet future capital requirements, we may not be able to conduct our
business as planned

We currently anticipate that the net proceeds from this offering, together
with our existing working capital will be sufficient to meet our anticipated
working capital and capital expenditure requirements through at least the next
12 months. The time period for which we believe our capital is sufficient is an
estimate; the actual time period may differ materially as a result of a number
of factors, risks, and uncertainties which are described herein. We may need to
raise additional funds in the future through public or private debt or equity
financings in order to:

. continue rapid expansion of our business;

. acquire complementary businesses or technologies;

. develop new products or services; or

. respond to competitive pressures.

5
<PAGE>

Additional financing may not be available on terms favorable to us, if at
all. If adequate funds are not available or are not available on acceptable
terms, we will not be able to take advantage of opportunities, develop new
products or services, or otherwise respond to unanticipated competitive
pressures. In such case, our business could be harmed.

Growth in our operation has strained and will continue to strain our resources;
our failure to manage growth effectively could negatively impact our revenue
growth

From January 1, 1999 to February 29, 2000, we grew from 72 to 300 employees
and we intend to continue to grow. If we are successful, this growth will place
a significant strain on the ability of our management team to execute our
business plan. In addition, significant investments in personnel, management
systems, and resources will be required. There will also be significant
additional administrative burdens placed on our management team as a result of
our status as a public company. We are upgrading our financial accounting and
planning systems, our project management systems, our sales force automation
systems, and installing a new customer relationship management system. The
installation and incorporation of these systems into our management processes
will place a significant burden on our management team and our information
technology staff, and these systems may not be effective once implemented. If
we do not manage this growth effectively, our business will suffer.

We depend on our key personnel and we may not be able to fill other key
management positions, which could disrupt our operations and result in reduced
revenues

Our performance is substantially dependent on the continued services and on
the performance of our executive officers and other key employees, particularly
James W. MacIntyre, IV, our chief executive officer, John L. Wyatt, our
president and chief operating officer, Frederick C. Hawkins, III, our chief
strategy officer and acting chief financial officer, and Thomas E. Young, our
senior vice president of marketing and sales. Shortly after this offering, we
will be launching an active search for a permanent chief financial officer. The
loss of the services of any of our key employees, or an inability to hire other
key members of management could materially and adversely affect our business.

Our average sales cycle is four months, which makes our quarterly results
difficult to forecast accurately

Our application services and professional services are complex and often
involve significant investment decisions by prospective clients. As a result,
our average sales process frequently takes four months for reasons which
include the following:

. prospective clients often evaluate several possible alternative
solutions from other software vendors, systems integrators, and internal
development efforts;

. we typically must extensively educate the potential client about our
Internet commerce solution; and

. our clients frequently must seek multiple internal approvals to reach a
purchase decision due to the key role Internet commerce solutions may
play in their business.

Our sales cycle may be subject to a number of significant delays over which
we have little or no control. Our long sales cycle makes it difficult for us to
predict the quarter in which we will complete a particular sale. Because of
sales delays, our revenues and operating results may vary from period to
period. As a result, period-to-period comparisons of our results of operations
may not be meaningful, and you should not rely on them as an indication of
future performance.

6
<PAGE>

The Internet commerce market for our application software and services is new
and rapidly developing and may fail to mature into a sustainable market, which
would limit our ability to grow

The Internet commerce market is new and rapidly evolving. It is not clear
whether the developing infrastructure will be adequate to support increased
Internet commerce, or whether our customers will be successful in using our
application software and services to conduct their commercial operations
online. Consequently, the demand for our application services and professional
services in the Internet commerce market is uncertain. Our business will suffer
if our application services and professional services are not widely accepted
in the Internet commerce software market.

If broad market acceptance of eXtensible Markup Language does not develop, our
revenue growth could be negatively affected

OneCommerce is currently based in large part on eXtensible Markup Language,
or XML, an emerging technology standard for sharing data. It is possible that a
competing standard perceived to be superior could replace XML. If that happens,
the market may not accept an XML-based application and our future results would
suffer. If a new standard were perceived to be superior, our application
software might not be compatible with the new standard or we might not be able
to develop a product using a new standard in a timely manner. Consequently, a
failure of XML to achieve broad market acceptance or the introduction of a
competing standard perceived to be superior in the market could harm our
business.

Market acceptance of OneCommerce is dependent on the acceptance and use of
Microsoft operating systems and Internet technologies

We designed OneCommerce to run only on Microsoft operating systems and
Internet technologies. However, to date a majority of large-scale Internet
commerce sites have used other operating systems such as UNIX or Linux. We
cannot be certain that Microsoft operating systems and Internet technologies
will achieve wide market acceptance as an easily scalable operating platform
for large-scale Internet commerce solutions. If a significant number of
potential clients do not want to use Microsoft operating systems and Internet
technologies, we will be forced to develop products that run on other operating
systems or Internet servers. Development of a new product line would require
significant expenditures of time and money. Moreover, any change to Microsoft
operating systems or Internet technologies could require us to modify our
application services and could cause us to delay upgrades and releases. Any
decline in the market acceptance of Microsoft operating systems and Internet
technologies for any reason, including as a result of errors or delayed
introduction of enhancement or upgrades, could harm our business.

If we are forced to develop new application services in response to these
risks, we will be required to commit a substantial investment of resources, and
we may not be able to successfully develop or introduce new applications on a
timely or cost-effective basis, or at all, which could lead potential customers
to choose alternatives to our solution.

We are dependent on marketing, technology, and distribution relationships, and
if these relationships are not successful, our growth may be limited

We rely on marketing, technology, and distribution relationships with a
variety of companies, which, in part, generate leads for the sale of our
Internet commerce application services. These relationships include:

. vendors of key technology platforms;

. systems integrators and consulting firms;

7
<PAGE>

. vendors of complementary Internet commerce software; and

. application service providers.

Not all of our channel partner and alliance partner relationships are
documented in writing, and some are governed by agreements that can be
terminated by either party with little or no prior notice. We may not be able
to maintain these relationships or enter into new relationships that will
provide timely and cost-effective distribution of OneCommerce.

Moreover, these relationships are not exclusive. If the partners with whom
we have relationships are not successful in selling and implementing systems
that include our application services, or if they more vigorously promote
competing solutions or technologies, our growth could be adversely affected.

We may fail to establish and maintain beneficial strategic relationships, which
would limit our revenue growth

We intend to establish additional strategic relationships with key
participants in the Internet commerce industry to increase our application
software and services sales. There is intense competition for these
relationships, and we may not be able to enter into these relationships on
commercially reasonable terms or at all. In the event of a dispute among
potential partners, it is possible that we could be drawn into litigation aimed
at preventing us from continuing our relationship with either party. Even if we
enter into relationships with other Internet commerce vendors, they themselves
may not attract significant numbers of customers. Accordingly, we may not
realize additional sales from these relationships. Moreover, we may have to
expend significant resources to establish these relationships. Our inability to
enter into new strategic relationships and expand our existing ones could harm
our business and limit our growth.

We face intense competition, which could adversely affect our sales and
profitability

The Internet commerce application software and professional services market
is intensely competitive, highly fragmented, characterized by rapid
technological change, and significantly affected by new product and service
introductions. Recent acquisitions of several of our competitors by large
software companies and other market activities of industry participants have
increased the competition in our market. We may not be able to compete
successfully against current or future competitors. We compete with other
Internet commerce software vendors including Art Technology Group, BroadVision,
OpenMarket, Vignette, InterWorld, and others. We also compete with application
server products and their vendors including IBM and its Websphere products, the
Sun-Netscape Alliance and its products, and Allaire Corporation and its
products, among others. A number of these competitors have significantly
greater financial, technical, marketing, and other resources than we have and
have been in business longer than we have. Many competitors also have greater
brand recognition and more customers than we do. Competitors may therefore have
the capability to support marketing endeavors that are more extensive than ours
or to adopt pricing and terms that are more aggressive than ours.

Many of our key personnel are new to our company and may not work together
successfully causing internal distractions from the development of our business

A number of people on our management team and sales force have joined
OneSoft in the last 12 months. Our management team has limited experience
working together. Our future performance will depend, in part, on our ability
to integrate successfully our newly hired executive officers into our
management team, and our ability to develop an effective working relationship
among management. Our executive officers, who have worked together for only a
short time, may not be successful in working together or managing our company.
Any disaffection or disaccord among executive officers, or between our officers
and our board of directors, could affect our ability to make strategic
decisions. In addition, we are rapidly hiring sales personnel with limited
experience marketing our services and

8
<PAGE>

working with our sales force. If our key personnel are unable to market our
services and work together successfully, it could have a negative effect on our
ability to grow.

Competition for employees in our industry, and in our geographic region, is
intense, and we may not be able to hire or retain employees

We believe we will need to attract, retain, and motivate talented management
and other highly skilled employees to be successful. Competition for skilled
personnel in our industry and in our geographic region is intense. If we are
unable to retain our key employees or attract, assimilate, or retain other
highly qualified employees in the future, the growth of our business will not
meet future expectations.

If we fail to develop new products and services in the face of our industry's
rapidly evolving technology, our future results may be adversely affected

The market for Internet commerce application software and related services
is subject to rapid technological change, changing customer needs, frequent new
product introductions, and evolving industry standards that may render existing
applications and services obsolete. Our growth and future operating results
will depend in part upon our ability to enhance existing applications and
develop and introduce new application software or components that:

. exploit technological advances in the marketplace;

. meet changing customer requirements;

. achieve market acceptance;

. integrate successfully with third party software; and

. respond to competitive products.

Our research and development efforts have required, and are expected to
continue to require, substantial investment. We may not possess sufficient
resources to continue to make the necessary investments in technology. In
addition, we may not successfully identify new software opportunities and
develop and bring new software to market in a timely and efficient manner. If
we are unable, for technological or other reasons, to develop and introduce new
and enhanced software in a timely manner, we may lose existing customers and
fail to attract new customers, which could result in a decline in revenues.

Our application software may contain defects, which can result in reduced
sales, increased service and warranty costs, and liability to our clients and
claims against us

Our application software may contain errors that become apparent when they
are introduced or when the volume of usage increases. Errors in our software,
implementation errors, including those caused by third parties, or other
performance difficulties could result in decreased sales of our software,
increased service and warranty costs, and liability to our clients, which could
have an adverse effect on our business. Although we carry errors and omissions
insurance, such insurance may not cover all liability claims made against us.
Our risk of liability to clients is particularly pronounced because of our
belief that our application software will be critical to their operations.

Intellectual property claims against us can be costly and result in the loss of
significant rights if we are not successful in defending those claims

Other parties may assert infringement or unfair competition claims against
us. Any claim, with or without merit, could result in significant litigation
costs and distraction of management. Some of our competitors have been issued
U.S. patents on certain aspects of their electronic commerce software

9
<PAGE>

products. Although we do not believe that we are infringing on any such patent
rights, those companies may claim that we are doing so. If any such claim was
made against us, our business could be harmed, particularly if we are
unsuccessful in defending such claim. If we are forced to defend any such
claim, whether it is with or without merit or is determined in our favor, then
we may face costly litigation, diversion of technical and management personnel,
or delays in future application software releases. We may also be required to
enter into costly and burdensome royalty and licensing agreements. Such royalty
or licensing agreements, if required, may not be available on terms acceptable
to us, or at all.

We rely on our intellectual property rights and if we are unable to protect
these rights, we may face increased competition

We rely on a combination of patent, copyright, trademark, and trade secret
laws and restrictions on disclosure to protect our intellectual property
rights. We have applied to register 95 trademarks in the United States,
including "OneSoft", "OneCommerce", "PrimeCommerce", and "Internet Commerce
Opportunity Assessment", among others. We also have filed a patent application
claiming proprietary inventions used in our software architecture. We cannot be
certain that trademark registrations or patents will issue from these
applications. Moreover, even if they do, unauthorized persons may attempt to
copy or otherwise obtain and use our intellectual property. Monitoring
unauthorized use of our intellectual property is difficult, and we cannot be
certain that the steps we have taken will be effective to prevent unauthorized
use. In addition, our business activities may infringe on the proprietary
rights of others, and, from time to time, we have received and may continue to
receive, claims of infringement against us.

Litigation may be necessary to enforce our intellectual property rights, to
protect our trade secrets, or to determine the validity and scope of the
proprietary rights of others. Litigation could subject us to significant
liability for damages and invalidation of our proprietary rights. These
lawsuits, regardless of their success, would likely be time consuming and
expensive to resolve, and would divert management's time and attention away
from our business.

We generally enter into confidentiality or license agreements with our
employees and consultants, and control access to and distribution of our
intellectual property, documentation, and other proprietary information.
Despite our efforts to protect our proprietary rights from unauthorized use or
disclosure, unauthorized parties may attempt to disclose, obtain, or use our
solutions or intellectual property. We cannot assure you that the steps we have
taken will prevent misappropriation of our solutions or intellectual property,
particularly in foreign countries where laws or law enforcement practices may
not protect our proprietary rights as fully as in the United States.

Acquisitions may disrupt or otherwise have a negative impact on our business

We may acquire or make investments in complementary businesses, products,
services, or technologies on an opportunistic basis when they will assist us in
carrying out our business strategy. Growth through acquisitions has been a
successful strategy used by other technology companies. We do not have any
present understanding, nor are we conducting any negotiations, relating to any
such acquisition or investment. If we acquire a company, then we could have
difficulty in assimilating that company's personnel and operations. In
addition, the key personnel of the acquired company may decide not to work for
us. If we acquire products, services or technologies, we could have difficulty
in

10
<PAGE>

assimilating them into our operations. These difficulties could disrupt our
ongoing business, distract our management and employees, and increase our
expenses. Furthermore, we may have to incur debt or issue equity securities to
pay for any future acquisitions, the issuance of which could be dilutive to our
existing stockholders. In addition, these securities may have rights,
preferences, or privileges senior to those of our existing stockholders.

We intend to expand our international sales efforts but do not have substantial
experience in international markets, therefore, we may not be successful and
such failures could have an adverse effect on our revenues

We intend to expand our international sales efforts in the future. We have
limited experience in marketing, selling, and supporting our application
software and services abroad. Expansion of our international operations will
require a significant amount of attention from our management and substantial
financial resources. If we are unable to grow our international operations
successfully and in a timely manner, our business could suffer. Doing business
internationally involves additional risks, particularly:

. unexpected changes in regulatory requirements, taxes, trade laws, and
tariffs;

. restrictions on repatriation of earnings;

. differing intellectual property rights and protections;

. differing labor regulations;

. political and economic uncertainty or instability in some regions;

. greater difficulty in staffing and managing foreign operations; and

. fluctuating currency exchange rates.

Risks Related to Our Industry

We depend on the growth in the use of the Internet for business, which is not
certain

Our future success depends heavily on the increased use of the Internet for
business. Although the Internet is experiencing rapid growth in the number of
users and traffic, this growth is a recent phenomenon and may not continue. The
failure of the Internet to continue to grow and develop as a commercial or
business medium could harm our business. The acceptance and use of the Internet
for commerce could be limited by a number of factors such as the growth and use
of the Internet in general, the relative ease of conducting transactions on the
Internet, concerns about transaction security, and taxation of transactions on
the Internet.

We depend on the speed and reliability of the Internet to enable the growth of
Internet commerce, which may not develop

The recent growth in Internet traffic has caused frequent periods of
decreased performance. If Internet usage continues to grow rapidly, its
infrastructure may not be able to support these demands and its performance and
reliability may decline. If outages or delays on the Internet occur frequently
or increase in frequency, Internet commerce could grow more slowly or decline,
which may reduce the demand for our Internet software application services. The
ability of OneCommerce and our professional services to satisfy our clients'
needs is ultimately limited by and depends upon the speed and reliability of
the Internet. Consequently, the emergence and growth of the market for our
application services and related professional services depends upon
improvements being made to the entire Internet infrastructure to alleviate
overloading and congestion. If these improvements are not made, the ability of
our clients to utilize our solutions will be hindered, and our business may
suffer.

11
<PAGE>

Breaches of security on the Internet may slow the growth of Internet commerce,
limit our growth, and expose us to liability

A significant barrier to market acceptance of Internet commerce and
communication is the concern regarding the secure exchange of valuable and
confidential information over public networks. Anyone who is able to circumvent
security measures could misappropriate proprietary, confidential customer
information or cause interruptions in our clients' operations. Our clients may
be required to incur significant costs to protect against security breaches or
to alleviate problems caused by breaches, reducing their demand for our
application services. A well-publicized breach of security could deter
consumers and businesses from using the Internet to conduct transactions that
involve transmitting confidential information. The failure of the security
features of our application software to prevent security breaches, or well-
publicized security breaches affecting the Web in general, could significantly
harm our business.

Unplanned system interruptions and capacity constraints could reduce our
ability to provide hosting services and could harm our business and our
reputation

Our clients have in the past experienced some interruptions with our hosted
network. We believe that these interruptions will continue to occur from time
to time. These interruptions could be due to hardware and operating system
failures. We expect a substantial portion of our revenues to be derived from
customers who use our hosted network. As a result, our business will suffer if
we experience frequent or long system interruptions that result in the
unavailability or reduced performance of our hosted network or reduce our
ability to provide remote management services. We expect to experience
occasional temporary capacity constraints due to sharply increased traffic,
which may cause unanticipated system disruptions, slower response times,
impaired quality, and degradation in levels of customer service. If this were
to continue to happen, our business and reputation could be seriously harmed.

Our success largely depends on the efficient and uninterrupted operation of
our computer and communications hardware and network systems. Substantially all
of our computer communications systems are located in Northern Virginia. Our
systems and operations are vulnerable to damage or interruption from fire,
earthquake, power loss, telecommunications failure and similar events.

We have entered into service agreements with some of our clients that
require minimum performance standards, including standards regarding the
availability and response time of our remote management services. If we fail to
meet these standards, our clients could terminate their relationships with us
and we could be subject to contractual monetary penalties. Any unplanned
interruption of services may harm our ability to attract and retain clients.

We rely on relationships with, and the system integrity of, our hosting
partners

Some of our hosted network consists of data centers hosted by our partners.
Accordingly, we rely on the speed and reliability of the systems and networks
of these hosting partners. If our hosting partners experience system
interruptions or delays or other problems, or if we do not maintain or develop
relationships with hosting partners, our business could suffer.

Increasing governmental regulation and legal uncertainties surrounding the
Internet and Internet commerce could limit the market for our products

A number of legislative and regulatory proposals under consideration by
federal, state, local, and foreign governmental organizations may lead to laws
or regulations concerning various aspects of the Internet such as taxation of
goods and services provided over the Internet, pricing, content, and quality of
goods and services. Legislation and anticipated legislation could dampen the
growth in Internet usage and decrease or limit its acceptance as a
communications and commercial medium. If enacted, these laws and regulations
could limit the market for our products and services. In addition, existing
laws

12
<PAGE>

could be applied to the Internet. Legislation or application of existing laws
could expose companies involved in Internet commerce to increased liability,
which could limit the growth of Internet commerce generally, and limit demand
for our application software and services, in particular.

Government regulation of the collection and use of personal data could reduce
demand for our products and services by impairing the ability of businesses to
obtain information about customers using the features of OneCommerce

Our Internet application software connects to and analyzes data from various
applications, including Internet applications, which enable businesses to
capture and use information about their customers. Government regulation that
limits our clients' use of this information could reduce the demand for our
products. A number of jurisdictions have adopted, or are considering adopting,
laws that restrict the use of customer information from Internet applications.
The European Union has required that its member states adopt legislation that
imposes restrictions on the collection and use of personal data on the
Internet. They also must adopt legislation limiting the transfer of personally-
identifiable data to countries that do not impose equivalent restrictions. The
United States Department of Commerce and the European Union are negotiating
safe-harbor regulations for U.S.-based Internet commerce companies, but have
not yet reached agreement. In the United States, the Children's Online Privacy
Protection Act was enacted in October 1998. The Federal Trade Commission has
enacted rules implementing this legislation which imposes disclosure
obligations on Internet sites collecting personally-identifiable data from
children under the age of 13. These rules become effective in April. In
addition, the Federal Trade Commission is investigating privacy practices of
businesses that collect information on the Internet. These and other privacy-
related initiatives could reduce demand for some of the Internet applications
with which OneCommerce operates, and could restrict the use of some of the
features of OneCommerce in some Internet commerce applications. Either scenario
could potentially result in reduced demand for our application software and
services.

Risks Related to This Offering

Internet-related stock prices are especially volatile and this volatility may
depress our stock price and negatively impact your investment

The stock market, and specifically the stock prices of Internet-related
companies, has been very volatile. This volatility is often not related to the
operating performance of the companies. This broad market volatility and
industry volatility may reduce the price of our common stock, without regard to
our operating performance. Investors may not be able to resell their shares of
our common stock following periods of volatility because of the market's
adverse reaction to such volatility.

Securities class action litigation has often been brought against companies
experiencing volatility in the market price of their securities. Litigation
brought against us could result in substantial costs to us in defending against
a lawsuit and management's attention could be diverted from our business.

Because a group of existing stockholders owns a large percentage of our voting
stock, other stockholders' voting power may be limited

Following consummation of this offering, it is anticipated that our
officers, directors, their affiliates, and entities owning 5.0% or more of our
outstanding shares of common stock will beneficially own or control 13,769,865
shares of our common stock, or approximately 64.0% of the outstanding shares of
our stock. As a result, if such persons act together, they will have the
ability to control all matters submitted to our stockholders for approval,
including election and removal of directors and the approval of any merger,

13
<PAGE>

consolidation, or sale of all or substantially all of our assets. These
stockholders may make decisions that are adverse to your interests. See our
discussion under the heading "Principal and Selling Stockholders" for more
information about ownership of our outstanding shares.

Management may apply the proceeds of this offering to uses that do not increase
our profits or market value

Our management has broad discretion as to how to spend the proceeds from
this offering and may spend these proceeds in ways with which our stockholders
may not agree. Our management has not determined how a substantial portion of
the offering proceeds will be allocated among various uses. Accordingly, the
net proceeds may be used for corporate purposes that do not increase our
profitability or our market value. Until the proceeds are needed, we plan to
invest them in investment-grade, interest-bearing securities. The failure of
management to apply these proceeds effectively could harm our business. See
"Use of Proceeds" for more information about how we plan to use our proceeds
from this offering.

Future sales of shares of our common stock could cause the price of our shares
to decline

If our shareholders sell substantial amounts of our common stock, including
shares issued upon the exercise of outstanding options and warrants, in the
public market following the offering, then the market price of our common stock
could fall. Restrictions under the securities laws and certain lock-up
agreements limit the number of shares of common stock available for sale in the
public market. The holders of 15,392,480 shares of common stock and options for
an aggregate of 1,750,500 shares of common stock have agreed not to sell any
such securities for 180 days after the offering without the prior written
consent of Deutsche Bank Securities Inc. However, Deutsche Bank Securities Inc.
may, in its sole discretion, release all or any portion of the securities
subject to such lock-up agreements.

We may file a registration statement to register all shares of common stock
under our stock option plans shortly after completion of this offering. After
such registration statement is effective, shares issued upon exercise of stock
options will be eligible for resale in the public market without restriction.

Anti-takeover provisions and our right to issue preferred stock could make a
third-party acquisition of us difficult

We are a Delaware corporation. Anti-takeover provisions of Delaware law
could make it more difficult for a third party to acquire control of us, even
if such change in control would be beneficial to stockholders. Our amended and
restated certificate of incorporation provides that our board of directors may
issue preferred stock without shareholder approval. In addition, our amended
and restated bylaws provide for a classified board, with each board member
serving a staggered three-year term. The issuance of preferred stock, the
existence of a classified board, and other provisions in the charter and under
Delaware law could make it more difficult for a third party to acquire us.

You will incur immediate and substantial dilution in the book value of your
investment

The initial public offering price is substantially higher than the pro forma
net book value per share of our outstanding common stock. If you purchase
shares of our common stock, you will incur immediate and substantial dilution
in the amount of $9.58 per share. If the holders of outstanding options or
warrants exercise those options or warrants, you will experience further
dilution.

14
<PAGE>

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND INDUSTRY DATA

We make many statements in this prospectus under the captions "Prospectus
Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business," and elsewhere that are
forward-looking and are not based on historical facts. These statements relate
to our future plans, objectives, expectations, and intentions. We may identify
these statements by the use of words such as "believe," "expect," "anticipate,"
"intend," and "plan," and similar expressions. These forward-looking statements
involve a number of risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of various factors, including those we discuss in "Risk Factors" and
elsewhere in this prospectus. These forward-looking statements speak only as of
the date of this prospectus, and we caution you not to rely on these statements
without also considering the risks and uncertainties associated with these
statements and our business that are addressed in this prospectus.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of the forward-
looking statements.

This prospectus contains estimates of market growth related to the Internet
and e-commerce. These estimates have been included in studies published by
nationally-known market research firms. These estimates assume that certain
events, trends and activities will occur. These estimates have been produced by
industry analysts based on trends to date, their knowledge of technologies and
markets, and customer research, but these are forecasts only and are subject to
inherent uncertainty. There can be no assurance that, even if these assumptions
are correct, we will experience similar growth or market acceptance.

15
<PAGE>

USE OF PROCEEDS

Our net proceeds from the sale of the 4,500,000 shares of common stock we
are offering, at an assumed initial offering price of $13.00 per share, are
estimated to be approximately $53.1 million after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. If the
over-allotment option is exercised in full, we estimate that the net proceeds
will be approximately $56,572,000.

We intend to use the net proceeds we receive from this offering for working
capital and general corporate purposes, including:

. approximately $30 million to expand our sales and marketing
activities;

. approximately $17 million to expand our research and development; and

. the remainder for other general corporate purposes, including
capital expenditures.

The amounts and timing of our actual expenditures will depend on numerous
factors, including market acceptance of our application services and
professional services, the amount of proceeds actually raised in this offering,
the amount of cash generated by our operations, and competition. We may also
use a portion of the net proceeds from this offering for the acquisition of, or
investment in, companies, technologies or assets that complement our business.
However, we have no present understandings, commitments, or agreements to enter
any potential acquisitions or investments. Pending application of the net
proceeds, we intend to invest them in short-term, interest-bearing, investment-
grade securities.

DIVIDEND POLICY

We have never declared or paid any cash dividends on shares of our capital
stock. We intend to retain any future earnings to finance future growth and do
not anticipate paying any cash dividends in the future. Payment of future
dividends, if any, will be at the discretion of our board of directors after
taking into account various factors, including our financial condition,
operating results, current and anticipated cash needs, and plans for expansion.

16
<PAGE>

CAPITALIZATION

The following table shows:

. our actual capitalization as of December 31, 1999;

. our capitalization as of that date on a pro forma basis to give effect
to the conversion of all preferred stock outstanding as of December 31,
1999 into common stock upon the closing of this offering; and

. our pro forma capitalization as adjusted to reflect our receipt of the
net proceeds from the sale of 4,500,000 shares of common stock offered
by us at the assumed initial public offering price of $13.00 per share
and after deducting underwriting discounts and commissions and estimated
offering expenses.

<TABLE>
<CAPTION>
December 31, 1999
--------------------------------
Pro Forma
Actual Pro Forma As Adjusted
-------- --------- -----------
(in thousands)
<S> <C> <C> <C>
Lease obligations, long-term portion........... $ 63 $ 63 $ 63
Redeemable convertible preferred stock (non-
cumulative), par value $0.001 per share;
10,107,640 shares authorized; 10,107,640
shares issued and outstanding, actual; no
shares issued and outstanding, pro forma and
pro forma as adjusted......................... 48,747 -- --
Stockholders' equity:
Common stock, par value $0.001 per share;
20,242,969 shares authorized; 6,206,850
shares issued and outstanding, actual;
16,314,490 shares issued and outstanding pro
forma and 20,814,490 shares issued and
outstanding pro forma as adjusted............ 6 16 21
Additional paid-in capital..................... 5,451 54,188 107,287
Unearned stock compensation.................... (2,020) (2,020) (2,020)
Accumulated deficit............................ (34,172) (34,172) (34,172)
-------- -------- --------
Total stockholders' (deficit) equity......... (30,735) 18,012 71,116
-------- -------- --------
Total capitalization....................... $ 18,075 $ 18,075 $ 71,179
======== ======== ========
</TABLE>

The outstanding share information shown in the table excludes the following
shares:

. 3,685,483 shares of common stock issuable upon the exercise of
outstanding stock options granted as of December 31, 1999 with a
weighted average exercise price of $3.26 per share;

. 1,082,767 additional shares of common stock available for future grant
under our Second Amended and Restated 1997 Employee, Director and
Consultant Stock Option Plan, as of December 31, 1999; and

. 60,651 additional shares of common stock issuable upon the exercise of
warrants outstanding as of December 31, 1999, at an exercise price of
$6.59 per share.

17
<PAGE>

DILUTION

Our pro forma net tangible book value as of December 31, 1999, was $18.0
million, or $1.10 per share of common stock. Pro forma net tangible book value
per share represents the amount of our total tangible assets, less total
liabilities, divided by the number of shares of common stock outstanding as of
December 31, 1999, after giving effect to the conversion of all outstanding
shares of preferred stock and warrants into shares of common stock upon
completion of this offering. After giving effect to the receipt of the net
proceeds from the sale of 4,500,000 shares of our common stock offered in this
offering at an assumed initial public offering price of $13.00 per share, and
after deducting underwriting discounts and commissions, and the estimated
offering expenses, our pro forma as adjusted net tangible book value as of
December 31, 1999 would have been $71.1 million, or $3.42 per share of common
stock. This represents an immediate increase in pro forma net tangible book
value of $2.32 per share to our existing stockholders and an immediate dilution
of $9.58 per share to new investors at the assumed initial public offering
price. The following table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share......... $ 13.00
Pro forma net tangible book value per share as of
December 31, 1999..................................... $ 1.10
Increase per share attributable to new investors....... 2.32
---------
Pro forma net tangible book value per share after the
offering 3.42
---------
Pro forma net tangible book value dilution per share to
new investors.......................................... $ 9.58
=========
</TABLE>

The following table summarizes, as of December 31, 1999, on the pro forma
basis described above, the number of shares of common stock purchased from us,
the total consideration paid to us, and the average price per share paid by
existing stockholders and by new investors purchasing shares of common stock in
this offering, before deducting underwriting discounts and commissions and the
estimated offering expenses:

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average
------------------ -------------------- Price
Number Percent Amount Percent Per Share
---------- ------- ------------ ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders......... 16,314,490 78% $ 47,589,826 45% $ 2.92
New public investors.......... 4,500,000 22 58,500,000 55 13.00
---------- --- ------------ --- ------
Total....................... 20,814,490 100% $106,089,826 100% $ 5.10
========== === ============ === ======
</TABLE>

The foregoing discussion and tables assume no exercise of any outstanding
stock options or warrants as of December 31, 1999. As of December 31, 1999,
there were options and warrants outstanding to purchase a total of 3,746,134
shares of our common stock with a weighted-average exercise price of $3.31 per
share. If any of these options and warrants are exercised, there will be
further dilution to new public investors. Please see Note 6 to the financial
statements for more information about these options and warrants.

If the underwriters exercise their over-allotment in full, the following
will occur:

. the number of shares of common stock held by existing stockholders will
be reduced to approximately 75% of the total number of shares of common
stock to be outstanding after this offering; and

. the number of shares of common stock held by the new investors will
increase to 5,175,000 shares, or 25% of the total number of shares of
common stock to be outstanding immediately after this offering. See
"Principal and Selling Stockholders."

18
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with the consolidated financial statements and related notes and
Management's Discussion and Analysis of Financial Condition and Results of
Operations, which are included elsewhere in this prospectus. The consolidated
statement of operations data for each of the three years in the period ended
December 31, 1999 and our consolidated balance sheet data as of December 31,
1998 and 1999 are derived from our consolidated financial statements that have
been audited by Ernst & Young LLP, independent auditors, and are included
elsewhere in this prospectus. The consolidated balance sheet data as of
December 31, 1995 and 1996 and the consolidated statement of operations data
for the year ended December 31, 1995 are derived from the unaudited
consolidated financial statements not included in this prospectus and include,
in the opinion of management, all adjustments, consisting only of normal
recurring adjustments, that are necessary. Historical results are not
necessarily indicative of future results. The pro forma consolidated balance
sheet data as of December 31, 1999 is unaudited and reflects the assumed
conversion of all outstanding shares of preferred stock into common stock upon
the completion of this offering. The unaudited pro forma as adjusted balance
sheet data above reflects the receipt of the net proceeds from the sale of the
4,500,000 shares of common stock offered by OneSoft at an assumed initial
public offering price of $13.00 per share after deducting the estimated
underwriting discounts and commissions and offering expenses.

19
<PAGE>

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ----------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Consolidated Statement
of Operations Data:
Revenues:
Application services... $ -- $ 240 $ 171 $ 561 $ 2,023
Professional services.. -- 1,834 1,834 995 6,928
---------- ---------- ---------- ---------- ----------
Total revenues........ -- 2,074 2,005 1,556 8,951
Cost of revenues........ -- 1,458 1,400 1,061 7,397
---------- ---------- ---------- ---------- ----------
Gross profit............ -- 616 605 495 1,554
Operating expenses:
Sales and marketing
expenses.............. -- -- -- 1,190 12,184
Research and
development costs..... -- -- 254 1,044 4,490
General and
administrative
expenses.............. 8 568 955 2,012 8,433
Non-cash stock based
compensation expense.. -- -- 10 12 3,155
---------- ---------- ---------- ---------- ----------
Total operating
expenses............. 8 568 1,219 4,258 28,262
Income (loss) from
operations............. (8) 48 (614) (3,763) (26,708)
Interest income........ -- -- 17 169 613
Interest expense....... -- -- (18) (14) (48)
Minority interest...... -- 1 14 18 (227)
---------- ---------- ---------- ---------- ----------
Net income (loss)....... (8) 49 (601) (3,590) (26,370)
========== ========== ========== ========== ==========
Accretion of preferred
stock.................. -- -- -- 18 3,061
---------- ---------- ---------- ---------- ----------
Net income (loss)
attributable to
shareholders........... $ (8) $ 49 $ (601) $ (3,608) $ (29,431)
========== ========== ========== ========== ==========
Basic and diluted net
income (loss) per share
attributable to
shareholders........... $ (0.00) $ 0.02 $ (0.10) $ (0.60) $ (4.85)
========== ========== ========== ========== ==========
Weighted average shares
used in computing basic
and diluted net income
(loss) per share....... 3,000,000 3,000,000 5,832,278 5,968,736 6,066,009
Pro forma basic and
diluted net loss per
share attributable to
shareholders........... $ (1.87)
==========
Weighted average shares
used in computing pro
forma basic and diluted
net loss per share..... 14,122,682
</TABLE>

<TABLE>
<CAPTION>
December 31, December 31, 1999
------------------------ ---------------------------
Pro Forma
1995 1996 1997 1998 Actual Pro Forma As Adjusted
------- ------- ------- ------- ------- --------- -----------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated Balance
Sheet Data:
Cash.................... $ 13 $ 9 $ 733 $ 2,556 $16,361 $16,361 $69,466
Working capital......... (7) 1 494 2,535 11,598 11,598 64,703
Total assets............ 13 358 1,391 3,682 28,399 28,399 81,504
Long-term debt and
capital lease
obligations............ -- -- 31 33 63 63 63
Redeemable convertible
preferred stock........ -- -- 1,750 7,604 48,747 -- --
Stockholders' (deficit)
equity................. (7) 44 (766) (4,773) (30,736) 18,011 71,116
</TABLE>

20
<PAGE>

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

The following discussion and analysis of our financial condition and results
of operations should be read in conjunction with "Selected Consolidated
Financial Data" and our consolidated financial statements and related notes
appearing elsewhere in this prospectus. Please refer to "Special Note Regarding
Forward-Looking Statements and Industry Data" for additional information.

Overview

We were founded in Northern Virginia in 1995, and were reincorporated in the
state of Delaware in March 1997. Initial revenues were primarily generated from
professional services and software customization provided to governmental and
non-profit organizations. Beginning in 1997, we devoted our efforts primarily
to the research, development and distribution of OneCommerce, our application
software, and related enabling services, and shifted the focus of our business
to serving commercial clients. We released version 1.0 of OneCommerce in the
third quarter of 1998. We introduced OneCommerce version 2.0, the first XML-
based implementation of our application software, in April 1999. OneCommerce
version 3.0 was released in November 1999. Throughout these periods, we
expanded our organization in key areas, particularly research and development,
marketing and sales, and deployment services. We grew from 18 employees as of
December 31, 1997, to 300 full-time employees as of February 29, 2000, and
expect that our growth in personnel will continue throughout 2000.

We derive revenues from two primary sources: (1) application services, and
(2) professional services. Application services revenues consist principally of
license fees for our OneCommerce application software and revenues from the
following services, packaged with the licensed application software: software
maintenance, managed services, including application outsourcing, technical
support, and transaction services. Our professional services, delivered by our
Internet Solution Center, include strategy, deployment, and solutions
management services that enable clients to plan, design, implement, and monitor
their Internet commerce businesses based on OneCommerce. Professional services
also include educational services to train our distribution partners to
effectively sell, install and support our OneCommerce solution, and train our
clients to use the administrative features of our software.

Application services are priced based primarily on the expected number of
server processors, or central processing units, required to support the
anticipated level of activity on our client's Internet commerce site. These
application services are typically rendered pursuant to a software license and
associated service agreement, generally with 24 to 36 month terms. The service
agreement is priced primarily on the selection and level of services provided.
A typical new Internet commerce Web site requires a license for OneCommerce
software for a minimum level of four processor license units, and managed
services for which the client will pay a flat monthly fee and initial service-
term commitment and configuration fee. We charge additional application service
fees as our clients add processor capacity.

While the majority of our software licenses are perpetual, we currently
license and plan to continue licensing our OneCommerce software on a term
basis. We have 12 clients with perpetual licenses and two with term licenses,
which have an average term of 24 months. We sell most software licenses
packaged with managed services and recognize license revenues ratably over the
term of the managed services agreement. We recognize software maintenance
revenues and managed services revenues on a monthly basis consistent with those
agreements.

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<PAGE>

We generally bill our professional services on a time and materials basis.
Revenues from professional services agreements that are billed on a time and
materials basis are recognized as services are provided. Revenues generated
pursuant to fixed-fee professional services contracts are recognized as
services rendered using the percentage-of-completion method of accounting, and
cash received from customers in excess of revenues is recognized as deferred
revenues. Although currently the majority of our professional services revenues
are derived from time and materials contracts, we plan to increasingly offer
service on a fixed-fee basis.

Cost of revenues include the direct costs of application services and
professional services, which consist primarily of the salaries and benefits of
our services personnel, costs of education and training of service partners and
clients, and costs related to hosting, network and systems infrastructure, and
facilities. We anticipate a transitory decline in our gross margins from the
provision of professional services, as we incur increasing costs related to the
development of packaged service offerings, and to the training of our indirect
channel partners to use these packaged service offerings to deploy and support
our OneCommerce solution.

Sales and marketing expenses consist primarily of salaries and commissions
for our direct and indirect sales force, promotional expenses including
expenses for advertising and trade shows, and the facilities costs for our
various sales offices. We market and sell our application and professional
services through our sales force, and application services through indirect
sales and distribution channels. Sales through indirect distribution channels
began in August 1999, and did not comprise a significant portion of our costs
in 1999. While not material in 1999, we intend to increase our use of indirect
channel partners as a means to broaden the distribution of our Internet
commerce solution and related services. Our sales and marketing team of 60
persons focuses on the North American market, and we intend to establish an
international sales presence in 2000. All sales to date have been domestic.

Research and development expenses consist primarily of salaries for
development personnel, and the related costs associated with the research,
development and enhancement of our software and service offerings, as well as
quality assurance and testing. Our current policy is to recognize these
expenses in the period incurred. We expect the absolute dollar amount of these
expenses to grow substantially as we continue to invest a significant
percentage of our revenues in these activities.

General and administrative expenses consist principally of salaries and
benefits for executive and managerial personnel, as well as expenses for
facilities, recruiting, legal services, financial services, and other
professional services. We expect these expenses to continue to increase as we
expand our operations. In addition, we anticipate that we will incur greater
general and administrative costs associated with our reporting obligations as a
public company.

Non-cash stock based compensation expenses consist of the non-cash
compensation recorded in connection with the granting of options to employees
and non-employees. We recorded expenses of $9,622, $12,047 and $397,238 during
the years ended December 31, 1997, 1998, and 1999, respectively, as a result of
the issuance of stock options to employees with exercise prices less than the
fair market value of our common stock at the date of issuance.

For the year ended December 31, 1999, we recorded $2.8 million of expense
related to the fair value of the options issued to non-employees. Approximately
$145,000 of this amount related to services performed during 1999 by non-
employees. The remaining $2.6 million resulted from the issuance of an option
to a consultant for the purchase of 250,000 shares of common stock with an
exercise price of $0.552 per share. These 250,000 options vest upon

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<PAGE>

this individual meeting certain sales goals prior to December 2000 as discussed
in the option agreement. We have accounted for these 250,000 options under SOP
96-18 and accordingly recorded an expense using variable accounting for the
options through December 31, 1999. Effective February 15, 2000, these 250,000
options were cancelled and we entered into an agreement with the individual to
grant 25,000 options, which were immediately vested. He has exercised those
options in full.

We have experienced substantial net losses since our inception due to the
significant costs incurred to develop our software and related intellectual
property, to recruit and train personnel for our growing operations, as well as
other expenses related to the development of our business and brand. We
experienced bad debt expense of approximately $1.1 million in 1999. Many of our
clients are Internet startup companies with limited resources. We may
experience higher levels of bad debt expense in the future. As of December 31,
1999, we had an accumulated deficit of approximately $34.2 million. We
anticipate that our operating expenses will increase substantially in future
quarters as we increase sales and marketing operations, develop new
distribution channels, fund greater levels of research and development, and
support and improve operational and financial systems. Accordingly, we expect
to continue to incur additional losses for the foreseeable future.

Results of Operations

The following table sets forth the percentage of total revenues represented
by various items of revenues and expenses during the periods indicated:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1997 1998 1999
--------- --------- ---------
<S> <C> <C> <C>
Percentage of Total Revenues:
Revenues:
Application services................... 8.5 % 36.1 % 22.6 %
Professional services.................. 91.5 63.9 77.4
--------- --------- ---------
Total revenues..................... 100.0 100.0 100.0
Cost of revenues....................... 69.8 68.2 82.6
--------- --------- ---------
Gross profit........................... 30.2 31.8 17.4
Operating expenses:
Sales and marketing................... 0.0 76.5 136.1
Research and development.............. 12.6 67.1 50.1
General and administrative............ 47.6 129.3 94.2
Non-cash stock based compensation..... 0.4 0.7 35.2
--------- --------- ---------
Total operating expense............... 60.6 273.6 315.6
Loss from operations................... (30.6) (241.4) (298.3)
Other income, net...................... 0.0 10.0 3.7
Net loss............................... (29.9)% (230.7)% (294.6)%
</TABLE>

Year Ended December 31, 1998 Compared to 1999

Application services revenues. Application services revenues increased
256.5% from $561,000 in the year ended December 31, 1998 to $2.0 million in the
year ended December 31, 1999. The increase reflects the continued development
of our direct and indirect distribution channels, as well as our ongoing
investment in research and development to enhance our application services
offerings. For the year ended December 31, 1998, application services revenues
comprised 36.1% of our total revenues, while application services revenues
comprised 22.6% of total revenues for the comparable period in 1999. For the
year ended December 31, 1998, substantially all of our sales were initial sales
to new customers, compared with 65.0% of application services revenues from
sales to new clients and 35.0% of our application services revenues derived
from ongoing sales or upgrades to existing clients for the comparable period.

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<PAGE>

Professional services revenues. Professional services revenues increased
593.4% from $995,000 in the year ended December 31, 1998 to $6.9 million in the
comparable period of 1999. This expansion reflects the increased number of
deployments of our OneCommerce application software and services.

Cost of revenues. Cost of revenues increased 572.7% from $1.1 million during
the year ended December 31, 1998 to $7.4 million in the year ended December 31,
1999. This increase reflects an increase of $5.6 million in salary and benefits
associated with the addition of new employees to staff our Internet Solution
Center and network operations center, as well as an increase of $770,000 in
investments in infrastructure to support the greater demand for our
applications services and professional services. Cost of revenues for
application services were $2.0 million during the year ended December 31, 1999,
which represents 26.7% of our total cost of revenues. We plan to continue
expanding our services capacity through both hiring and infrastructure
investments and, accordingly, expect the cost of revenue to increase in
absolute dollars and the Company to experience minimal or negative margins
during the next several quarters.

Sales and marketing expenses. Sales and marketing expenses increased 916.7%
from $1.2 million during the year ended December 31, 1998 to $12.2 million
during the year ended December 31, 1999. The increase in sales and marketing
expenses resulted primarily from promotional costs of $3.4 million, and $3.7
million due to an increase in sales and marketing personnel. Full time sales
and marketing personnel grew from nine employees as of December 31, 1998, to
54 employees as of December 31, 1999. We plan to continue expanding our sales
and marketing organization, and therefore expect our sales and marketing
expenses to increase during the next fiscal year.

Research and development expenses. Research and development expenses
increased 350.0% from $1.0 million during the year ended December 31, 1998 to
$4.5 million during the year ended December 31, 1999. The increase in research
and development expenses was due mainly to $2.4 million related to the hiring
of additional personnel and to $1.0 million related to other expenses
associated with the development of new products and services, specifically for
the development and release of version 3.0 of our OneCommerce software
application. Full-time research and development personnel grew from 11
employees as of December 31, 1998 to 38 employees as of December 31, 1999. We
plan to continue expanding our research and development organization and expect
to increase the dollar amount of expenses in this area.

General and administrative expenses. General and administrative expenses
increased 320.0% from $2.0 million in the year ended December 31, 1998 to $8.4
million in the year ended December 31, 1999. The increases in general and
administrative expenses were primarily due to increases in the personnel
required to support our expanded operations and larger number of customer
related transactions. Our full-time general and administrative personnel grew
from 11 employees as of December 31, 1998 to 57 employees as of December 31,
1999. We expect general and administrative expenses to increase in absolute
dollar amounts in 2000 as we continue to add personnel to support expanding
operations related to the growth of our business and assume the reporting
requirements of a public company.

Non-cash stock based compensation expenses. We recorded stock option related
compensation expenses of $12,000 and $3.2 million in the year ended December
31, 1998 and 1999, respectively. These amounts result from (1) the exercise
prices of options granted to employees being less than the fair value of our
common stock underlying those options on the respective grant dates, and (2)
the fair value of stock options granted to non-employees. The increase was
primarily the result of our issuance of options to non-employees resulting in

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<PAGE>

$2.8 million of expense during the year ended December 31, 1999 whereas there
were no significant issuance of options to non-employees during the year ended
December 31, 1998.

Other income. Other income increased from $156,000 in the year ended
December 31, 1998 to $338,000 in the comparable period in 1999. This change
reflects increased interest income due to the greater cash balances held by us
during 1999 which were partially offset by a $227,000 loss on the disposition
of the Sports Warehouse subsidiary.

Year Ended December 31, 1997 Compared to 1998

Application services revenues. Application services revenues increased 228%
from $171,000 in 1997 to $561,000 in 1998. The increase reflects the results of
increased sales and marketing activities, as well as continued development of
our application services offerings. For the 1997 fiscal year, application
services revenues comprised 8.5% of our total revenues, while application
services revenues comprised 36.1% of total revenues during 1998. Substantially
all of our sales in 1997 and 1998 were initial sales to new clients.

Professional services revenues. Professional services revenues decreased
44.7% from $1.8 million in 1997 to $995,000 in 1998. This decrease reflected
the ongoing shift in business focus from being a provider of services primarily
to government sector clients in our first year of operation to focusing on
providing Internet commerce solutions to clients in the commercial sector.
Professional services revenues decreased during this period of transition
because revenues from new Internet commerce clients had not yet offset the
decrease in revenues from government-related clients as we shifted our sales
and marketing efforts away from the non-profit sector.

Cost of revenues. Cost of revenues decreased 21.4% from $1.4 million during
1997 to $1.1 million in 1998. As we continued to shift our focus from serving
clients in the non-profit sector towards clients in the commercial-sector, we
shifted service-related personnel to the research and development group in
order to develop version 1.0 of our OneCommerce product.

Sales and marketing expenses. We had no sales and marketing expenses in 1997
and $1.2 million of sales and marketing expenses in 1998. The increase in sales
and marketing expenses resulted from our initial efforts to develop a sales and
marketing organization, as we began the transition from a consulting oriented
professional services business to a company focused on developing, marketing
and selling Internet commerce infrastructure solutions.

Research and development expenses. Research and development expenses
increased 293.7% from $254,000 in 1997 to $1.0 million in 1998. The increase in
research and development expenses was due primarily to the hiring of additional
personnel for the development efforts associated with version 2.0 of our
OneCommerce software application, which began during the second half of 1998.

General and administrative expenses. General and administrative expenses
increased 109.4% from $955,000 in 1997 to $2.0 million in 1998. The increase in
general and administrative expenses was primarily due to increased staffing
required to support our expanded operations and customer related transactions
and increased professional services costs.

Non-cash stock based compensation expenses. We recorded stock option related
compensation of $9,622 in 1997 and $12,047 in 1998. These amounts resulted from
the exercise price of options granted to employees being less than the fair
value of the common stock underlying those options.

Interest income. Interest income increased from a net expense of $1,000 in
1997 to net other income of $156,000 in 1998 due to greater cash balances held
by us during 1998.

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<PAGE>

Quarterly Results of Operations

The following table sets forth consolidated statement of operations data for
each of the eight quarters beginning with the quarter ended March 31, 1998
through the quarter ended December 31, 1999. This quarterly information is
unaudited but has been prepared on the same basis as the annual consolidated
financial statements. In the opinion of our management, it reflects all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair representation of the information for the periods presented. This
statement of operations data should be read in conjunction with our
consolidated financial statements and related notes included elsewhere in this
prospectus. Operating results for any quarter are not necessarily indicative of
results for any future period.

<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31,
1998 1998 1998 1998 1999 1999 1999 1999
--------- -------- --------- -------- --------- -------- --------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Application services... $ 158 $ 222 $ 82 $ 99 $ 116 $ 353 $ 602 $ 952
Professional services.. 220 172 436 167 917 1,025 1,634 3,352
----- ----- ------ ------- ------- ------- ------- --------
Total revenues......... 378 394 518 266 1,033 1,378 2,236 4,304
Cost of revenues........ 124 178 324 435 512 819 1,783 4,283
----- ----- ------ ------- ------- ------- ------- --------
Gross profit............ 254 216 194 (169) 521 559 453 21
Operating expenses:
Sales and marketing.... 76 69 289 756 1,256 1,937 4,356 4,635
Research and
development........... 163 191 310 380 412 898 1,504 1,676
General and
administrative........ 291 567 507 647 1,000 1,316 2,428 3,689
Non-cash stock based
compensation.......... 3 3 3 3 1,195 460 891 609
----- ----- ------ ------- ------- ------- ------- --------
Total operating
expenses.............. 533 830 1,109 1,786 3,863 4,611 9,179 10,609
----- ----- ------ ------- ------- ------- ------- --------
Loss from operations.... (279) (614) (915) (1,955) (3,342) (4,052) (8,726) (10,588)
Interest income........ 25 19 69 56 50 57 183 323
Interest expense....... -- (7) (2) (5) -- -- -- (48)
Other.................. -- 8 1 9 1 1 1 (230)
----- ----- ------ ------- ------- ------- ------- --------
Net loss................ $(254) $(594) $ (847) $(1,895) $(3,291) $(3,994) $(8,542) $(10,543)
===== ===== ====== ======= ======= ======= ======= ========
</TABLE>

The increase in application services revenues from the year ended December
31, 1998 through the year ended December 31, 1999 was primarily due to the
growing market acceptance of our OneCommerce application software. The
declining gross margin during the period from the three months ended March 31,
1999 through the three months ended December 31, 1999 was primarily due to the
expansion of our services organization and the support and training provided to
channel partners that deploy our software. We anticipate this trend to continue
for the next several quarters. The increase in sales and marketing expenses
from the three months ended June 30, 1998 through the three months ended
December 31, 1999 was primarily due to increases in the hiring of sales
personnel and increasing sales resulting in increased commissions and
promotional activities. Specifically, during the year ended December 31, 1999,
sales and marketing expenses also increased over the June 30, 1999 quarter
primarily due to the launch of a significant marketing campaign.

Liquidity and Capital Resources

Historically, we have funded our operations primarily through the private
sale of equity securities. From inception through December 31, 1999, we raised
$47.6 million from the private sale of common and preferred stock.

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<PAGE>

We used $18.1 million of cash in operating activities during the year ended
December 31, 1999. Cash operating losses during the year resulted primarily
from discretionary expenditures, including $12.2 million related to sales and
marketing expenses, and $4.5 million related to research and development
expenses. Changes in working capital items consisted primarily of cash provided
by accounts payable, accrued expenses and other current liabilities offset by
increases in accounts receivable, and other current assets. We anticipate that
these discretionary expenses will increase in absolute dollar terms, and that
the mix of discretionary expenses will remain consistant through the period.

Our investing activities used cash of $6.1 million in 1999. Net cash used in
investing activities in this period was primarily the result of capital
expenditures for computer and communications equipment, purchased software,
office equipment, furniture, fixtures, and leasehold improvements.

During the year and annualized quarter ending December 31, 1999, our
accounts receivable turnover was 84 days and 70 days, respectively. Our
increase in bad debts was due primarily to increases in reserves related to
increased sales.

Our cash totaled $16.4 million at December 31, 1999. In October 1999, we
conducted a final closing of our private placement of Series C convertible
preferred stock, raising an additional $2.8 million. Based on our current
business plan, we believe that existing cash and cash equivalents, the proceeds
from the October private placement, and the proceeds from this initial public
offering will be sufficient to meet our working capital and capital expenditure
requirements at least through the 12 months following the completion of this
offering. During that period, we anticipate continued cash operating losses;
and we may need to raise additional funds during this period, and we cannot be
certain that we will be able to obtain additional financing on acceptable
terms, if at all. If we cannot raise required funds on acceptable terms, we may
not be able to develop or enhance our products, take advantage of future
opportunities, or respond to competitive pressures or unanticipated
requirements.

Quantitative and Qualitative Disclosure about Market Risk

We do not have operations subject to risks of foreign currency fluctuations
or changes in interest rates, nor do we use derivative financial instruments in
our operations or investment portfolio. Our long-term debt consists primarily
of capital leases which have fixed interest rates ranging from 15.3% to 27.3%.
We invest our cash and cash equivalents in investment grade, highly liquid
investments, consisting of money market instruments and bank certificates of
deposit. We anticipate investing our net proceeds from this offering in similar
investment grade and highly liquid investments pending their use as described
in this prospectus.

Impact of Year 2000

Many currently installed computer and communications systems and software
products are unable to distinguish between 20th century dates and 21st century
dates. This situation could result in system failures or miscalculations
causing disruptions in the operations of any business. As a result, many
companies' software and computer and communications systems may need to be
upgraded or replaced to comply with such year 2000 requirements.

Our Year 2000 Testing and Licensing. We have tested all of our products for
Year 2000 compliance. The testing method employed was derived from our review
and analysis of the Year 2000 testing practices of other software vendors,
relevant industry Year 2000 compliance standards, and the specific
functionality and operating environment of our Internet software solution. The
tests were run on all supported platforms as each version was released, and
include testing for date calculation and internal storage of date information
with test numbers starting in 1999 and going over into the Year 2000. Based on
these tests, we believe our Internet commerce software application to be Year
2000 compliant with respect to date calculations and internal storage of date
information.

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<PAGE>

In certain cases, we have warranted that the use or occurrence of dates on
or after January 1, 2000 will not adversely affect the performance of our
products with respect to four digit date-dependent data or the ability to
create, store, process, and output information related to such data. If any of
our licensees experience Year 2000 problems as a result of their use of our
OneCommerce products, those licensees could assert claims for damages. Our
standard licensing agreement provides that if our products do not perform to
their specifications, we will correct such problems or issue replacement
software. If these corrective measures fail, we must refund the license fee
associated with the non-performing products. Our standard software license
agreement limits our liability to the amount of the license fee paid. To date,
we have not received any Year 2000 related claims on our products.

Our Internal Systems. Although we do not have a formal contingency plan to
address Year 2000 issues, we worked internally and with third party vendors to
assure that we are prepared for the Year 2000. We inventoried our internal
software and hardware systems, as well as products and services provided by
vendors. These systems include those related to product delivery, customer
service, internal and external communications, accounting, and payroll.
Nevertheless, we cannot adequately test the Year 2000 readiness of such third
parties. The failure of any of these third parties to be Year 2000 ready could
result in a deterioration in the performance of our network or other systems,
or a complete system failure, which would have a material adverse effect on our
business, financial condition, results of operations, and the price of our
common stock. Additionally, data service providers who rely on the Internet
could face serious disruptions arising from the Year 2000 issue. We are also
subject to external forces that might generally affect industry and commerce,
such as utility Year 2000 compliance failures and related service
interruptions. All of these factors could have a material adverse effect on our
business, financial condition, results of operations and the price of our
common stock.

Clients. The ability of our clients to receive our services depends on the
readiness of their computer equipment and the equipment and services of
communications and other third party vendors. We do not currently have any
information concerning the Year 2000 readiness status of our clients. Any Year
2000 compliance problem experienced by our clients could decrease demand for
our products that could seriously harm our business and operating results. If
our current or future clients fail to achieve Year 2000 readiness, it could
have a material adverse effect on our business, financial condition, results of
operations, and the price of our common stock.

Costs/Contingency Plans. We do not anticipate our expenses for our Year 2000
compliance to be material. However, the cost of developing and implementing a
comprehensive contingency plan, if necessary, could be material. We have not
developed a contingency plan to address situations that may result if either we
or third parties upon whom we rely, are unable to achieve Year 2000 readiness.

Recent Accounting Pronouncements

In March 1998, the Accounting Standards Executive Committee issued Statement
of Position, or SOP, 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". SOP 98-1 requires companies to
capitalize certain qualifying computer software costs which are incurred during
the application development stage and amortize them over the software's
estimated useful life. We were required to adopt SOP 98-1 effective January 1,
1999. Management believes that the adoption of SOP 98-1 will not have a
material impact on our consolidated financial position or results of
operations.

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<PAGE>

BUSINESS

Overview

We develop and provide Internet commerce application software and services
that enable our clients to rapidly build, grow, and extend their online
businesses. The core of our solution is OneCommerce, our application software
using eXtensible Markup Language, or XML, an emerging technology standard that
was unavailable when early e-commerce software products were developed. We
designed OneCommerce for scalable operation on the Microsoft operating
platform. OneCommerce enables enterprises to intelligently and dynamically
interact with their customers and trading partners over the Internet to
exchange information, provide services, and complete business-to-business and
business-to-consumer transactions. OneCommerce supports the core business
processes required to conduct Internet commerce, including Internet marketing
and sales, order processing, and customer relationship and content management.
Our innovative use of XML also allows OneCommerce sites to be easily integrated
to a wide variety of Internet-connected business applications, online services,
and content sources.

We primarily deliver OneCommerce as an outsourced application service, which
shortens our clients' time-to-market and minimizes their need to make
substantial investments in the hardware, software, and technical personnel
required to support their own Internet commerce Web sites. Clients purchase
additional application software licenses and services from us as their site
traffic and transaction volumes grow. This business model allows us to benefit
from our clients' success. Our clients include mid-sized and large traditional
businesses that are deploying e-commerce Web sites to augment their existing
sales channels as well as new enterprises that are building Internet-only sales
channels. We currently serve over 40 clients from the retail and distribution,
media and entertainment, manufacturing, and business services industries.

Industry Background

The Internet is dramatically changing the way that business is conducted.
Companies, their customers, suppliers, partners, and distributors now have the
means to more fully automate and extend the reach of their businesses. As a
result, Internet commerce is growing exponentially. Forrester Research
estimates that revenue from Internet commerce will increase from $43 billion in
1998 to $1.3 trillion in 2003. This anticipated growth will have a profound
effect on virtually every industry throughout the industrialized world. Not
only have industry giants embraced Internet commerce by allocating large
budgets to developing Internet commerce sales channels, but also thousands of
pure Internet-based businesses have emerged in just a few years. Internet
commerce is progressively eliminating traditional barriers to entry, eroding
geographic boundaries, and increasing customer choice and power. Entirely new
business models now pose competitive threats to traditional market leaders.
These competitive pressures force businesses to continuously advance their
Internet commerce capabilities. As a result, businesses require infrastructure
solutions to build, grow, and extend their Internet commerce businesses.

Challenges in Implementing Internet Commerce

Companies seeking to build or enhance their Internet commerce capabilities
face numerous challenges. These include:

. Need for speed and agility. In the crowded and rapidly changing
environment of Internet commerce, companies that can quickly deploy
their Internet commerce sites and adapt those sites to changes in
business and technology have a distinct competitive advantage.

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<PAGE>

. Integrating multiple sales and supply channels. To be effective,
traditional businesses migrating to Internet commerce must plan,
implement, and adapt their Internet sites while maintaining their
traditional business base. For example, manufacturers may decide to sell
directly to consumers via the Internet. At the same time, they must
retain their relationships with, and provide incentives to, their
traditional retailers, who may also develop their own competing Internet
commerce strategies. These business-to-consumer and business-to-business
interaction models must often be implemented within the same Internet
commerce site. In addition, the site must be integrated with multiple
systems, suppliers, and partners.

. Lack of expertise and facilities. Most companies lack the necessary
skilled technical personnel to effectively develop and operate their
Internet commerce businesses. Additionally, most companies entering the
Internet commerce arena do not have the facilities to operate their
Internet commerce site at their own locations.

. Selecting and integrating multiple technologies. Companies must select
from a wide variety of software applications to build and maintain a
competitive Internet commerce site. These applications are often stand-
alone programs produced by different vendors. As a result, they do not
integrate and communicate easily with each other, lack a common method
for integrating with existing information systems, and are costly to
maintain.

. Risk of obsolescence. Companies need a scalable Internet commerce
infrastructure to accommodate greater traffic and adapt to evolving
market and technology requirements. Without these capabilities, often
referred to as scalability and extensibility, companies face costly and
time-consuming rebuilding of their Internet commerce sites, which can
result in a loss of market opportunities. According to the Shop.org
study conducted by The Boston Consulting Group, the average retail
Internet commerce site undergoes a major reconstruction approximately
every 20 weeks, and annual site development and maintenance costs
average 15% of annual revenue.

. Justifying Internet commerce investment based on financial
return. Deploying and maintaining an Internet commerce site is
expensive. GartnerGroup reports that the average cost to develop and
launch an Internet commerce site was $1.0 million in 1999. Businesses
often incur higher costs of ownership over time due to application
upgrades and new technology developments. In order to quantify the
investment in Internet commerce and maximize the return on that
investment, companies need tools to model and measure the financial
performance of their Web site and to assess the likely outcomes of
contemplated new sites, changes, and upgrades.

The Industry's Response

We believe that two key industry trends are acting to alleviate some of the
challenges faced by companies implementing Internet commerce strategies:

Broad acceptance of standards-based technologies

A relatively recent standard for Internet commerce has emerged in eXtensible
Markup Language, or XML, that defines a universal method for structuring and
communicating data via the Internet and between software applications. We
believe that XML will be a key enabler for conducting Internet commerce and
will ease the burden of systems integration between companies. XML was formally
recommended by the World Wide Web Consortium as a standard in February 1998.
Since then, a number of industry leaders, including IBM, Microsoft, Oracle, and
Sun Microsystems have announced support for XML.

30
<PAGE>

Unlike HyperText Markup Language, which is the standard currently used in
most Internet applications, XML permits data to be coded for content rather
than solely for presentation. Descriptive tags are attached to each piece of
data so applications can understand the meaning of the data and process it
accordingly. This coding difference allows applications to examine and
manipulate data contained in a document. This feature eliminates the need for
re-keying data and the need for customized programs that translate and format
information sent and received across the Internet.

At the same time, data from independent sources indicates an increasing
number of businesses run their business applications on the Microsoft operating
platform.

Outsourcing the operation of Internet commerce sites

As enterprises conduct more of their business over the Internet, the
investment in systems and technical support necessary to provide the
functionality and reliability required in today's market environment increases.
More businesses are turning toward a new breed of service provider for Internet
application outsourcing services. For a monthly fee, these providers, commonly
referred to as application service providers, provide clients the functionality
they require, together with agreed-upon levels of reliability and scalability
through an established, sophisticated technical infrastructure and staff.
Application service providers run software applications for their clients on
closely monitored, centralized facilities equipped with software to manage site
capacity and backup communications lines and power. By using an outsourced
service such as an application service provider, a company can improve its
time-to-market without making the substantial initial and ongoing investment in
technology and support staff necessary to support a technology-enabled business
process. International Data Corporation estimates that the worldwide market for
application outsourcing will grow from $23 million in 1998 to over $2 billion
in 2003, a 144% compound annual growth rate.

The market opportunity for managed Internet commerce application software

In recent years, software vendors have introduced a range of applications
for Internet commerce sites for one or more functions. These functions include
tasks such as personalizing the content of a site to the profile of the
visitor, processing orders, providing online customer service, monitoring the
traffic through a site, and providing reports about the performance of the
site. These applications have met some of the challenges of Internet commerce
businesses because they offer functionality that is specifically relevant to
Internet commerce. International Data Corporation projects that the Internet
commerce application market will grow from $444 million in 1998 to $13 billion
in 2003, a 96% compound annual growth rate.

Despite the growth of the Internet commerce applications market, we believe
the majority of applications do not address all the critical needs of Internet
commerce businesses. Few of these applications are designed to take full
advantage of the emerging XML standard or the efficiencies of Microsoft
Internet technologies. In addition, most existing applications were not
designed to be offered to customers on an outsourced basis by application
service providers. We believe that businesses requiring Internet commerce
solutions have recognized these trends in the market. We expect that they will
seek to purchase applications that offer an integrated solution for their
Internet commerce software requirements, both now and as their Internet
commerce businesses evolve. Further, we believe that many Internet commerce
businesses will choose to purchase their Internet commerce solutions on an
outsourced basis to reduce their initial expenditure and to take advantage of
the expertise and facilities of application service providers. Lastly, we
believe that many purchasers of the early generation products on the market
today will seek to replace these products to improve the financial performance
of their Internet commerce sites.

31
<PAGE>

The OneSoft Solution

OneSoft provides Internet commerce application software and managed
services, collectively called application services, to businesses seeking to
conduct business-to-business and business-to-consumer transactions via the
Internet. Our solution provides businesses the infrastructure to rapidly build,
grow, and extend their Internet commerce businesses, which assists them to
generate revenue, reduce costs, and optimize the value of their Internet
commerce sites. We believe that our solution provides the following advantages
to our clients:

. Comprehensive integrated Internet commerce application suite. The core
of our solution is our software application, OneCommerce. It provides
integrated functionality in the critical business processes of Internet
commerce: personalized marketing and selling, order processing, customer
care, decision support, and integration with partners and suppliers.
This comprehensive solution eliminates the time and expense of
integrating and maintaining multiple technologies from different
vendors. The integration of these functions within one software solution
also facilitates the capture of extremely detailed information about Web
site visitor behavior. With that knowledge, businesses can improve
customer acquisition and retention rates, resulting in increased sales.
Businesses can also use this information to model and assess likely
outcomes and financial results of potential site changes and upgrades.

. Internet application architecture designed for delivery on an outsourced
basis. We designed our software architecture to support outsourced
delivery by our channel partners, such as application service providers
and other Internet hosting companies, and by our Internet Solution
Center. Our architecture enables our channel partners to implement a
scalable and extensible managed service offering for their clients. This
outsourcing model reduces the expense and risk for clients to launch and
manage a fully operative Internet commerce site. This approach also
allows clients to leverage our expertise and facilities as well as those
of our channel partners rather than investing in additional personnel
and technical resources.

. XML-based architecture. OneCommerce is the first Internet commerce
software application based entirely on XML for both internal sharing of
data between system components, and external system-to-system
communications. This use of XML provides the capability to easily
integrate new functions and technologies, as well as to extend existing
ones, without expensive site reconstruction or system modifications. We
achieve this extensibility as a result of our component-based
application software design and use of XML. Each of the components can
be independently modified while still properly interacting with all
other components in the system.

. Software optimized to leverage widely-used Microsoft Internet
technologies. OneCommerce is specifically designed to work with
Microsoft operating systems and related Microsoft Internet software.
This aspect of our design allows our clients to build on their existing
technology investments. Our clients also benefit from Microsoft's multi-
billion dollar investments in software research and development, while
capturing the price-to-performance advantage of Microsoft's Internet
software platform.

. Managed services for Internet commerce. As additional support for
Internet commerce businesses, we provide a broad array of services
necessary to manage a Web site, through our channel partners and through
our Internet Solution Center. We offer software applications management
and provide technical support. In addition, we can provide hosting
services and Internet connectivity. We also enable Internet commerce
transaction services such as payment processing and order fulfillment.

32
<PAGE>

The OneSoft Strategy

We are a pioneer in bringing new Internet commerce solutions to market and
in developing new services to deliver those solutions. Our objective is to
provide the software infrastructure that supports a leading share of commerce
conducted over the Internet. We believe we can become a leading provider of
Internet commerce software and services through the following strategies:

Leverage new modes of application delivery via the Internet. We have
designed OneCommerce to be delivered either as a licensed software application
to clients for on-site use or as an application service offered by us or a wide
range of our partners. We believe that an application service will address the
key challenges faced by Internet commerce businesses: time-to-market and
startup costs. Accordingly, we believe that most Internet commerce software
applications will be offered as a service in the future. On December 9, 1999,
we announced a major strategic alliance with the world's leading Internet
professional services company, USWeb/CKS, to provide our Internet commerce
applications as an outsourced service. We believe we can leverage the
outsourcing capabilities of our software architecture, and alliances such as
our relationship with USWeb/CKS, to generate additional sales of our
application services.

Expand sales presence and market coverage through direct sales and strategic
alliances. We intend to expand our direct sales presence and support services
across the United States and in major international markets. In addition, we
plan to strengthen our distribution efforts by forming additional alliances
with leading providers of complementary software and services. These include
application service providers, systems integrators, Web design firms, and
Internet strategy consulting firms. We expect to cultivate these relationships
and others like them to:

. leverage our sales and marketing efforts for increased lead generation
and revenues from a larger base of clients;

. increase the number of trained professionals who can perform
implementation and application management services for clients, thereby
increasing the potential distribution volume of our software;

. gain business expertise in targeted industries to assist clients with
site implementations and to provide input for solutions development; and

. obtain technical expertise for developing new software functionality and
capabilities.

Broaden our range of application functionality and services. We currently
offer functionality for the critical processes of Internet commerce. We intend
to add new functionality such as support for Web sites that act as marketplaces
for interest-specific products and content, and offer additional value-added
services such as automated outbound targeted marketing campaigns. We expect to
implement our expansion through internal development, partnerships, and
strategic acquisitions.

Focus on delivering economic success to our clients. We believe that we have
identified several key indicators, or metrics, of financial performance for
Internet commerce sites. We incorporate in our Internet application software
the ability to track, analyze, and customize these performance metrics. We plan
to continue to focus on performance metrics as Internet commerce evolves. Based
on these metrics, we will continue to develop tools and techniques to evaluate
Internet commerce business opportunities and performance. We plan to extend our
existing analytical software capabilities to provide interactive decision-
making models that forecast potential return based on different Web site
configurations and features. In addition, we expect to continue to prioritize
our software development efforts based on areas we

33
<PAGE>

identify as providing the most significant contributions to the financial
success of Internet commerce businesses in order to promote our clients' and
our own competitive advantage.

Products and Services

We offer our clients a broad array of application software and services that
enable them to rapidly build, grow, and extend their Internet commerce
businesses. We provide these application services directly through our Internet
Solution Center, as well as through a growing number of partners supported by
our Internet Solution Center. We also focus on combining application software
and services into packaged solutions for delivery by our distribution partners.
We typically charge for application services based on the amount of computing
capacity, or number of processors, required to support a specific volume of
concurrent site visitors and transactions.

Our application software and services are described below.

OneCommerce

OneCommerce is our application software that gives companies the power to
deploy, manage, and grow all aspects of their Internet commerce business. In
December 1999, the world's leading Internet professional services company,
USWeb/CKS, selected OneCommerce to provide an end-to-end hosted Internet
commerce service to its customers. Microsoft Corporation, one of the foremost
innovators in the development of Internet technologies, recommends OneCommerce
as an outstanding choice for companies deploying large-scale Internet commerce
businesses. In addition, service firms that implement Internet commerce
solutions voted OneCommerce "Best New Product" at the 1999 Breakaway Xchange
Conference, sponsored by CMP Media, Inc., a leading high technology publishing
firm.

34
<PAGE>

We have designed OneCommerce to provide our clients the advantages of
flexibility, extensibility, and scalability as their Internet commerce
businesses grow and evolve. OneCommerce achieves these attributes by separating
critical application functions into independent components that can be easily
arranged and modified, while remaining fully integrated, through our innovative
use of XML. This enables OneCommerce to be quickly adapted to many business-to-
business, as well as business-to-consumer, models. The OneCommerce software
framework and product features are described below:

[CHART APPEARS HERE]

The graphic below illustrates the OneCommerce software framework. The graphic
diagrams how the four major areas of OneCommerce interact with each other. The
four major areas- Intelligent Customer Interactions, Internet Business
Optimization and Control, Business Systems Integration, and OS.XML-are depicted
as layered bars demonstrated the interaction between the areas. Detailed
functional capabilities are displayed for the Intelligent Customer Interaction
and the Business Optimization and Control areas. These elements are shown as a
series of rectangular boxes stacked in two parallel columns around a tall
rectangle called e-business Intelligence. On either side of the large box are
icons that represent online customers and partners, and business management.

The core technology of OneCommerce is comprised of four major areas: (1)
Intelligent Customer Interactions; (2) Internet Business Optimization and
Control; (3) Business Systems Integration; and (4) OneSoft Internet Commerce
Vocabulary called OS.XML. These areas are described in detail in the following
sections.

Intelligent Customer Interactions. OneCommerce intelligently manages
interactive sessions conducted with Web site visitors and with information
systems on the Internet. Our application software tailors the navigational
choices available to site visitors based on their preferences and recent site
activity, as well as the financial objectives of the Internet commerce site.
The ability to conduct personalized interactions with site visitors, which we
refer to as an interaction model, creates a customized site experience for the
site visitor. Using a variety of techniques, these models dynamically route
visitors towards revenue-generating activities on the site. Each interaction
model can dynamically combine any of the functionality provided by the
OneCommerce application. OneCommerce-powered sites can simultaneously

35
<PAGE>

support multiple types of site visitors from the same Web site. For example, a
single Web site using OneCommerce can simultaneously support large numbers of
unique interactions with different types of retail consumers, wholesalers, and
other business partners. Current functional capabilities include:

<TABLE>
<CAPTION>
OneCommerce Functionality Summary of Business Capabilities
<S> <C>
. Present any type of customer with any type of
merchandising content. This includes product descriptions,
articles, banner advertisements, links to related sites,
and community features such as chat rooms.
Content Management . Organize, store, and manage any type of Web content that
can be defined using XML and stored in a database.
. Structure and arrange the Web site with unlimited
variations based on affinity profiles.
. Develop and test content changes prior to moving those
changes to the active Web site.

- --------------------------------------------------------------------------------
. Gather and store customer information provided by the
customer.
. Create and continually update profiles based on site
activity using proprietary algorithms, called affinity
profiles.
Targeted Marketing and . Present up-sell and cross-sell promotions to customers
Site Personalization once they have selected products to review.
. Target and personalize the presentation of products and
content to site visitors based on their individual
affinity profiles.

- --------------------------------------------------------------------------------
. Allow site visitors to exchange information and
communicate directly by participating in online bulletin
boards, chat sessions and group discussions, conferences,
and events.
Community . Collaborate with site users in the creation and
publication
of site content.

- --------------------------------------------------------------------------------
. Create an order of multiple products and services from the
same Web site for visitors.
. Determine availability of products for sale by accessing
inventory records in real time.
. Input and process customer payment information in real-
Sales and time to complete a sales order.
Order Processing . Create, save, process, and track multiple orders for each
customer.
. Simultaneously support business-to-business and business-
to-consumer sales interactions within the same Web site.

- --------------------------------------------------------------------------------
. Enable client personnel to engage in online interactions
with site visitors.
. Manage personal account profiles, submit online inquiries,
and register comments and complaints at any point during
the buying process.
Customer Account and . Deliver self-service order tracking and customer account
Relationship Management and profile maintenance.
. Maintain detailed records of a customer's interactions
over
multiple visits to the site.

- --------------------------------------------------------------------------------
. Define and create custom application functionality for an
Internet commerce site.
Application Customizations . Carry forward modifications when clients upgrade to new
releases.
</TABLE>

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<PAGE>

Internet Business Optimization and Control. OneCommerce provides the ability
to monitor and report business performance metrics such as total number of
visitors and visitor-to-order conversion rates. This capability enables non-
technical business managers to make frequent and rapid site adjustments to
improve business performance. These changes are made through easy-to-use, Web-
based workstations, called Role-Centric Workstations. Most application software
alternatives limit business managers to making minor modifications such as
creating a new sales promotion. OneCommerce allows managers to make substantive
changes in their Internet business model without redesigning or reprogramming
the Web site application code, thereby saving significant time and cost.
Descriptions of the standard Role-Centric Workstations provided with
OneCommerce are listed below:

<TABLE>
<CAPTION>
Role-Centric Workstation Summary of Site Management Capabilities
<C> <S>
. Provide a personalized location where site managers tailor
their use of Role-Centric Workstations.
. Maintain the account structure and profile of management
users.
OneWorkstation . Modify capabilities from one or more of the Workstations
to suit a particular business role.
. Tailor Workstations to support customized application
functionality.

- --------------------------------------------------------------------------------------
. Define, create, edit, and delete site content.
. Provide "drag and drop" capability to create bundles of
products or content, and define product features.
ContentStation . Manage product inventory, administer shipping and handling
charges, and implement taxation rules on products and
services.

- --------------------------------------------------------------------------------------
. Provide real-time access to site performance and financial
metrics.
CommandStation . Present site performance and financial information to
business managers through comprehensive and flexible
reports.

- --------------------------------------------------------------------------------------
. View customer and market segment profiles.
MarketStation . Create up-sell, cross-sell, and targeted merchandising
programs.
. Create and target promotions and discounts based on both
product categories and customer profiles.

- --------------------------------------------------------------------------------------
. Process customer inquiries and quickly resolve order
issues.
SalesStation . Provide real-time searching and updating of specific
customer orders, including payment authorization, shipping
information, order and item level details, and returns
processing.
. Tracking, updating, and processing of customer online
inquiries.

- --------------------------------------------------------------------------------------
. Create and maintain structure for customer account
profiles and access privileges.
AccountStation . Provide real-time updating and modification of accounts in
response to customer inquiries.

- --------------------------------------------------------------------------------------
. Create and maintain Workstation user profiles.
AdminStation . Control permissions and authority to make changes to
various parts of the site.
. Tailor Workstations to support combinations of roles and
responsibilities in individual Internet commerce
businesses.
</TABLE>

37
<PAGE>

Business Systems Integration. OneCommerce incorporates a flexible framework
of XML-based application programming interfaces. This framework represents an
XML vocabulary for Internet commerce, which we call OS.XML. Our framework
supports the integration of software applications, content and data sources,
and value-added services. Benefits include ease of information formatting,
presentation, and communication between systems. OneCommerce provides
prepackaged connectors to integrate with leading business application systems
and services. These can include:

. business applications like enterprise resource planning;

. content sources, such as corporate databases, streaming audio and video,
or streaming news feeds;

. Internet-based services such as the OrderTrust network for order and
payment processing, and SkyAlland Marketing for outsourced customer
service; and

. other Internet commerce sites including retail sites, online malls,
corporate purchasing sites, and business-to-business trading exchanges.

OS.XML: The Vocabulary of Internet Commerce. OS.XML is a flexible data
representation of content types, rules, and transactions required for Internet
commerce. OneCommerce was designed to easily support integration to external
systems, services, and data sources through its unique use of XML. OneCommerce
software components, called Connector Components, are used to translate
formatted data into OS.XML files when received from or sent to sources outside
OneCommerce. OneCommerce can combine site graphics, navigation, and
functionality with any form of data using OS.XML. OS.XML information can be
manipulated by any of the components within OneCommerce without additional
formatting. As a result, OneCommerce can support and interact with any number
of XML vocabularies developed for specific business processes or industries.
Examples of these are Ariba's cXML, CommerceOne's Commerce Business Library,
Microsoft's BizTalk, the Universal Commerce Language and Protocol, known as
UCLP, as well as OneSoft's own OS.XML.

Our Internet Solution Center

Our Internet Solution Center supports distribution, deployment, and
operation of our software. The Internet Solution Center combines managed
application and transaction services, "best practices," and software
applications into packaged service offerings that lower a business' cost of
entry into Internet commerce and accelerates their time-to-market. The Internet
Solution Center plays a critical role in the expansion of our distribution
programs by delivering deployment, sales training, and technical support to
partners, allowing them to quickly and effectively market and implement our
solutions. By supporting a completely outsourced solution, the Internet
Solution Center offers our clients, both directly and through our partners, a
cost-effective approach to building and operating their Internet commerce
business. The services provided by the Internet Solution Center are broken into
three categories: application software outsourcing services, transaction
services, and professional services.

Application Software Outsourcing Services. For monthly fees and service-term
commitments, mid-to-large sized businesses and our distribution partners can
obtain comprehensive outsourced Internet commerce services and infrastructure
through our 24 x 7 x 365 network operations center, as well as application
management services. Our application software outsourcing services include the
following:

. Network Operations Services provide partners and clients with outsourced
system services, including secure facilities, hardware, configuration
and maintenance, high speed Internet connectivity, and network
infrastructure.

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<PAGE>

. Application Management Services provide partners and clients with the
installation, ongoing monitoring, and proactive maintenance of the
OneCommerce software application, Microsoft Internet technologies, and
complementary software applications. We provide these application
management services to partners and clients from our network operations
center or through our application service provider partners.

. Support Services provide partners and clients with technical support,
and routine software maintenance services. Our staff manages issue
resolution through a carefully prescribed support process that serves
both clients and partners. We also distribute electronic software
updates that keep partners and clients current with the latest version
of OneCommerce.

Transaction Services. Our transaction processing capabilities provide
reliable, secure, and efficient options for processing a variety of Internet
commerce transactions. Through our partners, we currently offer two categories
of transaction services:

. Payment Processing Services support our Internet commerce partners and
clients with the ability to accept and process most major payment card
transactions, electronic fund transfers, or other types of financial
transactions.

. Order Processing and Other Transaction Services enable our partners and
clients to accept and process order transactions, including monitoring
and reporting status, supplier relationships, and fulfillment and
distribution.

Professional Services. Our Internet Solution Center provides Internet
commerce strategy and deployment services to our partners and clients. Partners
and clients benefit from professional services expertise at every stage of the
systems lifecycle and training in each discipline as well.

. Strategy Services provides partners and clients with the tools and
knowledge, called an Internet Commerce Opportunity Assessment, to assess
and plan their Internet commerce initiatives from a financial,
competitive market analysis, and business process perspective.

. Deployment Services provides partners and clients with experienced
solution development, creative design, and application integration to
deploy OneCommerce software using our Rapid Solutions Deployment
methodology, which facilitates the successful and consistent deployment
of our comprehensive Internet commerce solutions.

. Solutions Management provides partners and clients with project
management, quality assessment, and best practices to ensure initial and
ongoing success of a business' Internet commerce initiative. Partners
and clients benefit from the best practices of this group and the
service it provides to augment their post-deployment, in-house
capability as an outsourced full-service technology partner.

. Educational Services provides training to our partners to effectively
sell, deploy, and support our OneCommerce solution. We also educate our
Internet commerce clients to implement their own OneCommerce solutions.
Each of our training courses offers evaluation and certification
testing. We incorporate best practices into our curriculum from product
development, professional services, sales and marketing, and managed
services groups to provide a quality experience that provides
concentrated product learning and actual sales and deployment scenarios.
As of February 29, 2000, 168 partner associates have completed initial
training.

39
<PAGE>

Sales and Marketing

Sales Strategy

We market and sell our application services through both direct and indirect
sales channels. As of February 29, 2000, our sales organization was comprised
of 46 individuals all of whom were based in North America, including 12
business development directors and 25 inside sales personnel, all of whom carry
quotas. Our main sales office is located at our headquarters in McLean,
Virginia. We also recently opened sales offices in Los Angeles and New York
City. Our sales cycle takes an average of four months to complete. Our sales
team collaborates with prospective clients to determine their requirements for
a proposed Internet commerce solution, which can then be incorporated into one
or more detailed technical product reviews.

A key element of our strategy is to leverage our channel and alliance
partners for the distribution of our application services. We target mid-to-
large sized companies and new businesses planning to use the Internet as a
significant business channel. We primarily target companies in the retail and
distribution, media and entertainment, manufacturing, and business services
industries.

An additional element of our strategy is expansion of our international
activities. We currently market and sell our products primarily in North
America. We intend to broaden our presence in international markets by
developing an international sales force, leveraging current strategic partners
with global presence, and by entering into additional distribution agreements.
We expect to open sales offices in London and Miami within the next 12 months.

Marketing Strategy

As of February 29, 2000, we had 14 employees engaged in a variety of
marketing activities, including strategy development, corporate and product
marketing, market research, and market launch. We use a broad mix of programs
and target our efforts in areas including:

. brand-building and marketplace awareness;

. generating and developing client leads;

. educating the market on the advantages of OneSoft's application
services;

. utilizing our strategic partnerships and major clients to endorse our
solution for target markets; and

. building and enhancing relationships with press, media, and industry
analysts.

We produce a variety of materials, including brochures, white papers,
presentations, and demonstrations, as well as managing several corporate Web
sites. We leverage our strategic partners in our efforts through joint
marketing activities.

Channel and Alliance Partners

A key element of our strategy is to establish strategic alliances to assist
us in marketing, selling, and developing client Internet commerce systems.
These relationships help to increase market penetration of our application
service offerings. We develop and maintain significant working relationships
with vendors that we believe will contribute to our ongoing success. These
relationships fall into four categories: strategic alliances, application
service providers, systems integrators, and complementary solution vendors.

We work closely with these partners and intend to continue to develop
relationships of this nature. Our strategic alliances are managed by a team of
partner managers. As of February 29, 2000 there were nine individuals
recruiting, qualifying, and supporting the OneSoft alliance partners.

40
<PAGE>

Strategic Alliances

In April 1999, we formed a partnership with Microsoft Corporation creating
the OneSoft Commerce Partner program for Microsoft Certified Solution
Providers. We created this program to enable a limited number of the over
15,000 Microsoft Certified Solution Providers worldwide to distribute our
application services. As part of this partnership, we co-market with Microsoft
the combined solution of OneSoft and Microsoft products. We are currently
training and certifying OneSoft Commerce Partners on the sale and deployment of
our OneCommerce Internet commerce software application and enabling services.

In December 1999, we announced the formation of an alliance with USWeb/CKS,
the world's leading Internet professional services firm. Our alliance enables
USWeb/CKS to deliver a packaged Internet commerce infrastructure solution in a
hosted environment that will also include enterprise resource planning services
for Internet commerce businesses, customer relationship management, and
knowledge management. This strategic alliance enables us to reach a wider group
of customer opportunities based on USWeb/CKS brand recognition and market share
in the industry.

OneCommerce is optimized to operate on the Compaq Distributed Internet
Server Array architecture and we belong to the Compaq NonStop e-Business
Alliance. Through this program, our development team continually works jointly
with Compaq to increase the performance and scalability of our Internet
commerce architecture. This program provides access to partners and
distribution channels to some of the largest companies in the world that are
using Compaq as their preferred hardware vendor.

Application Service Providers

We partner with application service providers and Internet hosting providers
such as USWeb/CKS and Exodus Communications to support the industry trend
toward delivering software as a service. Our Internet Solution Center provides
partners with training, deployment tools, and support. These application
service providers also provide businesses with direct client support, end-user
support, and maintenance services from a central point of contact. This
eliminates the need for businesses to develop or acquire software and hardware
or employ technical personnel to support this system.

Systems Integrators

We partner with a broad range of systems integrators to deliver services to
our clients. They are required to maintain a level of proficiency in our
products. Through our OneSoft Commerce Partner program, systems integrators
receive deployment training, sales and deployment tools, packaged solution
templates, and other support necessary to become proficient implementers of our
application software.

Set forth below is a list of systems integrators with which we have
relationships:

AppNet, Inc.
Compaq Computer Corporation
Compass Technology Management
Digital Boardwalk
International Software Solutions, Inc.
M1 Software

Proxicom, Inc.
Sierra Systems
SoftNet Systems Corporation
Surebridge

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<PAGE>

Complementary Solution Vendors

We partner with vendors that have complementary Internet commerce product
and service offerings in order to support the delivery of comprehensive
solutions to our clients. We support these partnerships through a combination
of joint marketing, training, and development. These vendors have developed
software or services that address elements of Internet commerce infrastructure
needed by a particular industry or for a particular business process.

Set forth below is a partial list of organizations with which we have
relationships:

<TABLE>
<C> <S>
AB&C Group Direct response, physical fulfillment, and warehousing
service provider
OrderTrust Network-based order and payment processing provider
Smith-Gardner Direct marketing and catalog marketing enterprise
resource planning customer management software
application provider
SkyAlland Marketing Customer loyalty management outsourced service provider
</TABLE>

Clients

Our clients include both traditional "bricks-and-mortar" companies and
Internet-only companies in the retail and distribution, media and
entertainment, manufacturing, and business services industries. The following
table is a representative list of clients as of February 29, 2000 who have
licensed OneCommerce or its predecessor products, and who have contracted for
services in an amount totaling at least $50,000.

<TABLE>
<CAPTION>
Retail & Manufacturing &
Distribution Media & Entertainment Services Business Services
- ------------------ --------------------- ---------------- -----------------
<S> <C> <C> <C>
Alloy Online Eruptor Entertainment Maytag Ehomes
Allpets.com Phillips Publishing ETRAV Foolmart, LLC
ePhones.com SmartCruiser.com
Espanol.com
Mark Group
SpaConcepts
WeightWatchers.com
</TABLE>

A small group of clients has accounted for a large portion of our revenues
in both 1998 and 1999. The following table lists our clients representing 10
percent or more of our revenues in 1998 and 1999:

<TABLE>
<CAPTION>
Year ended
December 31,
1998
-------------
Client % of Revenues
------ -------------
<S> <C>
Alloy Online, Inc. ............................................ 20.2%
W.K. Kellogg Foundation........................................ 18.3%
Spirit Channel................................................. 12.8%
KPMG........................................................... 12.2%

<CAPTION>
Year ended
December 31,
1999
-------------
Client % of Revenues
------ -------------
<S> <C>
ePhones........................................................ 18.5%
The Mark Group................................................. 12.7%
espanol.com.................................................... 11.7%
</TABLE>

Case Studies

The following case studies illustrate the challenges faced by representative
clients in deploying their Internet commerce applications, and the benefits
derived from using OneCommerce. In each case, the client licensed our
application software, contracted for outsourced application services, and used
the services of our Internet Solution Center to launch their Web site and
integrate their site with their internal business systems.

Alloy Online, Inc. Alloy Online, www.alloy.com, provides online communities,
content, and commerce to Generation Y, the 56 million Americans between the
ages of 10 and 24 who

42
<PAGE>

account for more than $250 billion of annual disposable income. Alloy markets
its products to this influential generation through the Internet and mail-order
catalogues.

As Alloy's business became more complex, Alloy was forced to look for a
replacement for its original Internet commerce solution. Its legacy Internet
infrastructure software had neither the scalablility nor flexibility to meet
its changing business needs. Alloy also wanted to reduce the time its
executives spent addressing technical issues, allowing the company to execute
on its business model.

OneSoft replaced Alloy's system with a comprehensive software solution
provided on an outsourced basis. OneCommerce's extensible architecture provided
the direct marketing, customer support, and business content management
capabilities required to support Alloy's growing community and commerce
demands. This comprehensive solution provided the Internet commerce
infrastructure that Alloy used as it became a leader in its industry by
creating a Generation Y portal with 1.6 million registered users.

ePhones. ePhones, www.ePhones.com, is an online provider of wireless
products and services. ePhones was formerly known as Totally Wireless, a
"bricks-and-mortar" seller of wireless phones and products that wanted to move
its business online.

ePhones sought an Internet commerce solution that would allow it to provide
customers with products from over 43 carriers and rate plans with over 100,000
different phone/rate combinations. The solution it desired needed to support
dynamic pricing, an enhanced, geographically calibrated search feature, a help
feature that would allow customers to search for the best prices available, a
personalization feature that would support up-sell and cross-sell
opportunities, and multiple customer interaction capabilities.

OneSoft provided comprehensive software supporting direct marketing,
selling, and customer support. ePhones, then branded as Totally Wireless, went
online using our OneCommerce solution in May 1999. OneSoft's solution provided
the flexibility to manage content and the complexity of the product offerings.
The cross-selling ability of OneCommerce was particularly important because of
the multitude of features that accompany each product. In the first three
months online, sales increased by 36% and site traffic jumped 82%.

In addition, the extensibility inherent in OneCommerce enabled ePhones to
completely re-brand its business without tearing down and rebuilding the
existing Totally Wireless site.

SmartCruiser.com. SmartCruiser.com, www.smartcruiser.com, is the first
online cruise site with a booking engine that offers consumers the lowest price
on a wide variety of cruise vacations from fourteen leading cruise lines.

SmartCruiser.com required a solution that provided its customers the
convenience and efficiency of researching a wide variety of cruise vacations by
date, destination, and cruise line, as well as the ease of purchasing their
cruise vacation online.

SmartCruiser.com contracted with us for our OneCommerce application software
and managed services. Our Internet Solution Center delivered the site in less
than 90 days, and manages site operations on an outsourced basis. Using
OneCommerce, SmartCruiser.com created a catalog of cruise offerings,
established an Internet-based target marketing and sales program, and
streamlined the reservations process. The site also integrates to multiple
systems from various airline, hotel, and cruise companies and enables
SmartCruiser.com to use Role-Centric Workstations to update site content.

SmartCruiser.com has quickly grown its online business by using OneCommerce.
The number of site hits increased 295%, and the number of unique users
increased 127% in the first five weeks. In addition, the number of return users
increased 100% in the first six weeks.

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<PAGE>

Competition

Our competitors vary in size, in the scope and breadth of their products and
services, and in their technical, financial, and human resources. We have three
primary sources of competition:

. in-house development efforts by potential clients and systems
integration firms that build very customized solutions using development
platform application server products;

. Internet application software vendors such as Art Technology Group,
BroadVision, InterWorld, OpenMarket, and Vignette; and

. vendors of platform application server products, such as IBM and the
Sun-Netscape Alliance.

In addition, we face potential competition from vendors of other Internet
commerce software applications as they expand the functionality of their
product offerings. These vendors may include Allaire Corporation and other
vendors of software designed to enable Internet commerce or management of
customer relationships.

Our principal competitive advantages include:

. an innovative use of XML;

. software designed for delivery on an outsourced basis;

. software designed to leverage Microsoft Internet technologies; and

. a comprehensive sell-side e-commerce solution.

Many of our competitors have substantially greater capital resources,
research and development programs, sales and marketing forces, and customer
bases to whom they can sell their products and services. We may not be able to
maintain our competitive position against current and potential competitors.

Technology

We designed OneCommerce specifically for Internet commerce using a
component-based architecture that operates on Microsoft Internet technologies
and Compaq's Distributed Internet Server Array hardware configuration.

OneCommerce components communicate using our own version of eXtensible
Markup Language, or XML, which we call OS.XML. This unique application of XML
simplifies integration to external systems, preserves information during
transaction processing, and protects technological investment by allowing the
system to be cost effectively modified over time.

The OneCommerce architecture enables sites to cost-effectively scale to meet
increasing site user traffic and transaction activity. It also provides a
reliable foundation for delivering outsourced Internet commerce application
software.

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<PAGE>

The Fundamental Elements of Internet Commerce -- a Component Based Architecture

The OneCommerce architecture has been designed to support any Internet
commerce interaction between an online customer or partner and an Internet
commerce business. This architecture is based on five essential elements:

The OneCommerce Component-Based Architecture

[GRAPH APPEARS HERE]

The graphic below illustrates the OneCommerce Component-Based Architecture.
The components called Presentation, Interaction, Transaction, Integration and
Information are displayed in a column of separate boxes. Arrows between the
boxes illustrate how they interact with each other and external systems and
databases. The external systems are displayed on the right side of the
graphic. The Integration Component is displayed as the Connector Component
boxes in the graphic.

In order to effectively conduct Internet commerce, an Internet commerce
solution must address all five of the above elements. In typical Internet
commerce solutions, however, these elements are not separated as discrete
components that can be individually modified or combined. This limits the
ability to support the varying and emerging business process requirements of
Internet commerce.

We believe we have overcome this problem by designing a software
architecture that both separates these five essential elements and provides
Internet commerce businesses with a

45
<PAGE>

framework within which the elements and components can be modified and combined
in any way. We describe below the five elements, how they work, and their
benefits.

1. Presentation. Presentation Models control how information and interactive
site options are displayed to Web site visitors. Presentation Models capture
the information to be processed and return results to the visitor based on his
or her affinity profile. Presentation Models are written in the eXtensible
Stylesheet Language, and can reference existing files written in any number of
other program languages. The eXtensible Stylesheet Language translates OS.XML
data for presentation and interprets site input data into OS.XML for
processing. Unlike most alternative Internet commerce solutions, OneCommerce
can format and deliver the same information for separate and proper display on
PC screens, wireless devices, cellular phones, or printers.

2. Interaction. Interaction Models allow Internet commerce businesses to
define and control interactions with online users and remote systems based on a
combination of the visitor or system's affinity profile and the business
objectives of the client. Most existing Internet commerce solutions are limited
by preprogrammed online customer interactions, but OneCommerce allows
businesses to differentiate and evolve their sites based on online customer
experiences. Interaction Models are written in industry-standard scripting
languages, including Java Script or VisualBasic Script.

3. Transaction. Transaction Components provide application functionality in
our transactional format. The functionality supported includes searching,
controlling access, processing payments, profiling, and targeting product and
content offers. These components process data stored in either OneCommerce or
external data sources to complete actions requested by online visitors or
remote systems. Transaction Components do not perform data access themselves,
but rather process OS.XML data provided by Information or Connection
Components. This means that new functionality can be easily added as new
Transaction Components without requiring modifications to the data sources or
any of the other OneCommerce components as long as the new component can
receive and send formatted OS.XML. In contrast, most existing solutions make it
difficult to expand the site's functionality without costly modifications to
the site or its underlying databases.

4. Integration. Connector Components make the data and functionality of
external systems available to OneCommerce and vice versa. These components
interact with all external services, systems, and data repositories through the
communication of data and instructions in OS.XML format. By receiving and
transforming data from external business systems to OS.XML, the Connector
Components make the data immediately accessible to all components within the
OneCommerce application, eliminating the time and cost of complex application
integration.

5. Information. Information Components store and manage all data and data
definitions utilized within the OneCommerce system. These components support a
standard set of functionality accessed via the Transaction Components and are
responsible for data and data definition management and storage. Information
Components essentially transform into OS.XML data extracted from and inserted
into standard Open DataBase Connectivity, or ODBC, compliant databases and data
sources. By using Information Components to perform this transformation,
storage, searching, and retrieval of information can be optimized for
performance on individual databases while still leveraging OS.XML within
OneCommerce. Information Components are optimized for Microsoft's SQL Server
7.0, however they can operate on any database compliant with the Open DataBase
Connectivity standard, again simplifying the process if integration with
alternative external databases is required.

46
<PAGE>

Technology Foundation for Outsourced Applications

Transactional Internet Application Architecture

OneCommerce is a transactional system. This means that rather than locking
an online customer to the same server for the duration of his or her session,
OneCommerce can treat every request or "click' as a distinct transaction.
OneCommerce can process these transactions across multiple servers while
recognizing that they collectively comprise a single site visitor session. The
transaction record is stored safely in a secure database, and if the customer
interacts with a different server for the next 'click', the customer's session
information is immediately accessible on the new server. This has a number of
advantages for operating an Internet commerce site in an outsourced
environment.

. Any customer interaction can occur on any server and customers can be
directed to the server with the least load for every individual
transaction or "click';

. User requests are evenly distributed across all available servers
utilizing hardware more efficiently;

. Customer session data is stored in a secure database and is
instantaneously restored in the event of transaction or hardware
failure; and

. Detailed activity logs are created which improve the accuracy and value
of financial reporting and analysis.

Industry Standard Platforms

OneCommerce is designed and optimized for Microsoft Internet technologies
and the Compaq Distributed Internet Server Array hardware configuration.
Microsoft Internet technologies provide an integrated platform consisting of
operating system, Internet connectivity, secure transaction monitoring, and
database software that would typically require several products from different
vendors to duplicate. OneCommerce operates on top of these capabilities,
eliminating the need to integrate or manage upgrades for multiple products.

Compaq's Distributed Internet Server Array architecture is a method for
arranging multiple Internet application servers in such a way that they support
high volume transaction processing. This method of setting up servers allows
adding new servers for additional capacity without stopping site operations.
This system also limits the risk of losing data or service if any one server
has technical problems and enables Internet commerce businesses to quickly and
easily scale for increasing customer demand by adding servers. For example, a
small system using Compaq's hardware architecture may start with two
application servers, then scale up to 20, 30, or more servers, as site traffic
and transaction volumes increase, without interrupting site operations.

Research and Development

We have invested substantial resources in research and development
activities. The majority of our activity consists of adding new competitive
product features, integrating complementary solutions, and delivering new
product releases as we expand into supporting new vertical markets and business
models.

We license and integrate some third-party technologies and products into
OneCommerce through licensing agreements. We believe that all third-party
technology that is licensed or integrated into our products can be replaced
easily and readily by technology available on commercially reasonable terms
from other vendors. We continually evaluate additional third-party technologies
for integration into our product line. We believe that our future success
depends in large part on our ability to enhance existing products, develop new
products, and maintain technological leadership. We expect to continue to
devote substantial resources to our research and development activities.

47
<PAGE>

As of February 29, 2000, there were 45 employees and 41 contractors in our
product development organization. Our development team is located at our
headquarters in McLean, Virginia.

We had $254,000 of research and development expenses in the year ended
December 31, 1997, $1.0 million in the year ended December 31, 1998, and $4.5
million in the year ended December 31, 1999. Our policy is to expense research
and development expenses as incurred.

Intellectual Property and Proprietary Rights

Our success and ability to compete depend upon on our ability to develop and
protect the proprietary aspects of our technology and to operate without
infringing on the proprietary rights of others. We rely on a combination of
patent, trademark, trade secret, and copyright law and contractual restrictions
to protect our proprietary technology. These legal protections afford only
limited protection for our technology. We seek to protect our source code for
our software, documentation, and other written materials under trade secret and
copyright laws. We license our software pursuant to signed license agreements
and "clickthrough" or "shrink wrap" agreements, which impose restrictions on
the licensee's ability to use the software such as prohibiting reverse
engineering and limiting the use of copies. We also seek to avoid disclosure of
our intellectual property by requiring employees and consultants with access to
our proprietary information to execute confidentiality agreements.

We have converted our provisional patent application with the United States
Patent and Trademark Office into three non-provisional patent applications
claiming priority to the provisional application. The provisional patent
application and the three non-provisional patent applications are directed to
the following aspects of our Internet commerce application software that
enables others to create and operate e-commerce Web sites:

. a highly flexible and adaptable modular architecture for creating e-
commerce Web sites;

. a method of profiling and targeting customers of an e-commerce Web site;
and

. a method of collecting data and reporting, in real time, the financial
performance of an e-commerce Web site.

We have applied for trademark and service mark registration for over 95 marks,
including "OneSoft" and "OneCommerce".

Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our products is
difficult, and while we are unable to determine the extent to which piracy of
our software exists, software piracy can be expected to be a persistent
problem. Litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets, to determine the validity and
scope of our patents or the proprietary rights of others, or to defend against
claims of infringement or invalidity. Any such resulting litigation could
result in substantial costs and diversion of resources and could have a
material adverse effect on our business. Our means of protecting our
proprietary rights may not be adequate or our competitors may independently
develop similar technology. See "Risk Factors--We rely on our intellectual
property rights and if we are unable to protect these rights, we may face
increased competition."

48
<PAGE>

We have received correspondence from attorneys representing our former chief
technology officer, asserting that he invented a portion of the technology
incorporated in our pending patent application and that our use of any of this
technology infringes on his ownership rights. We believe this assertion lacks
merit, and we intend to vigorously defend against any legal action that might
be brought with respect to this matter. We further believe that if the former
employee is found to be an inventor of some of the technology claimed in our
pending patent application, he will also be found to have invented that
technology while employed by us. As such, we do not believe that we would be
excluded from using this technology. Nevertheless, should litigation arise from
this matter, the results are unpredictable, and we cannot guarantee that we
will preserve the right to use the proprietary technology asserted to be owned
by the former employee. See "Risk Factors--Intellectual property claims against
us can be costly and result in the loss of significant rights if we are not
successful in defending those claims."

Employees

As of February 29, 2000, we had a total of 300 employees. Of our employees,
45 were in research and development, 60 in sales and marketing, 139 in
services, and 56 in finance and administration. Our future success will depend
in part on our ability to attract, retain, and motivate highly qualified
technical and management personnel, for whom competition is intense. From time
to time, we also employ independent contractors to support our research and
development efforts. Our employees are not represented by any collective
bargaining unit, and we have never experienced a work stoppage. We believe our
relations with our employees are good.

Properties

Our headquarters are located in a leased facility in McLean, Virginia,
consisting of approximately 90,000 square feet. The McLean facility is expected
to meet our needs through September 2000, at which time we intend to expand our
facilities by entering into one or more additional leases. We have also leased
space for our network operation center in Annandale, Virginia and space for
sales and support personnel in New York, New York, Santa Monica, California,
and Redwood Shores, California.

Legal Proceedings

There are no material legal proceedings pending against our company.

49
<PAGE>

MANAGEMENT

Directors, Executive Officers and Key Employees

The following table shows the name, age and position of each of our
executive officers and directors as of the date of this prospectus.

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
James W. MacIntyre, IV 32 Chairman of the Board and Chief
....................... Executive Officer
John L. Wyatt........... 48 President, Chief Operating Officer and Director
Frederick C. Hawkins, 35
III.................... Chief Strategy Officer and Acting Chief Financial Officer
Thomas E. Young......... 34 Senior Vice President of Marketing and Sales
Peter M. Jones.......... 42 Executive Vice President of Corporate Development
Jeffrey M. MacIntyre.... 30 Senior Vice President of Services and Director
Eric D. Waller.......... 34 Vice President of Product Development
Randall V. Pevin........ 36 Vice President of Operations
Henry D. Barratt, Jr. 48
(1) (2)................ Director
A. Douglas Peabody (1) 47
....................... Director
Justin Hall-Tipping (1) 43
(2).................... Director
Stephen P. Rader........ 44 Director
Thomas R. Hitchner (2).. 48 Director
Carlos E. Cisneros...... 34 Director
</TABLE>
- --------
(1)Member of the Audit Committee.
(2)Member of the Compensation Committee.

James W. MacIntyre, IV is the founder of OneSoft and has served as our chief
executive officer since our inception in 1995. Mr. MacIntyre has served as our
chairman of the board since January 1996. Mr. MacIntyre, IV also served as our
president from inception until March 2000. From October 1994 to January 1995,
Mr. MacIntyre served as president of Convergence, Inc., a developer of Internet
application systems. Mr. MacIntyre has over 12 years of management experience
in product design, development, marketing, and sales of software and networking
products. He also established the organization and operations of TGF
Technologies, Inc., which is now one of the largest Internet service providers
in northern New England, and which recently was acquired by OneMain.com, Inc.
Mr. MacIntyre holds a B.A. in philosophy and economics from the University of
Vermont. Jeffrey M. MacIntyre is the brother of James W. MacIntyre, IV.

John L. Wyatt has served as our president, chief operating officer and a
member of our board of directors since March 2000. From February 1999 to March
2000, Mr. Wyatt was president of MicroStrategy, Inc.'s Commercial Intelligence
business unit. From 1991 to 1998, Mr. Wyatt was the chief executive officer of
James Martin & Co., a worldwide systems consulting firm. From 1988 to 1990, Mr.
Wyatt was president, North America, of James Martin Associates. Since 1988, Mr.
Wyatt has been a member of the board of directors of James Martin Associates
and subsequently, James Martin & Co. His early consulting experience included
positions with Arthur Andersen & Co. and Touche Ross & Co. Mr. Wyatt holds a
B.Ec. from the University of New England, in New South Wales, Australia.

Frederick C. Hawkins, III has served as our chief strategy officer and
acting chief financial officer since March 2000. From November 1997 to March
2000, Mr. Hawkins served as our chief financial officer and senior vice
president of finance. From December 1996 to November 1997, Mr. Hawkins worked
as an independent business consultant, providing strategic planning and
financing advice to Silicon Valley companies. From 1990 to December 1996, Mr.
Hawkins

50
<PAGE>

served as president of Advanced Health Products, Inc., a medical products
company. Mr. Hawkins holds a B.S. from The Wharton School of the University of
Pennsylvania and an M.B.A. from the Stanford Graduate School of Business.

Thomas E. Young has served as our senior vice president of marketing and
sales since October 1999. From May 1999 to October 1999, Mr. Young was our
senior vice president of marketing. From June 1998 to May 1999, Mr. Young was
the vice president of e-Chain Technologies, a business unit of Manugistics
Group, Inc., an enterprise application vendor. While at e-Chain Technologies,
Mr. Young created and ran the e-commerce division. From 1995 to 1998, Mr. Young
managed Manugistics' global product marketing, product management, and North
American business development. From July 1993 to 1995, Mr. Young was the
manager of business development at Manugistics. Prior to this, Mr. Young worked
at Andersen Consulting for over four years. Mr. Young holds a B.S. in
mechanical engineering from the University of Maryland and completed graduate
work in high tech marketing at Stanford University.

Peter M. Jones joined OneSoft in May 1999 and has served as our executive
vice president of corporate development since December 1999. From December 1994
to May 1999, Mr. Jones was an independent strategy consultant for several
companies in the United States and Europe. Mr. Jones holds a B.A. in
mathematics from Oxford University and an M.B.A. from Harvard Business School.

Jeffrey M. MacIntyre has served as our senior vice president of services and
a member of the board of directors of OneSoft since November 1997. Mr.
MacIntyre joined OneSoft in March 1997 in connection with the merger of
InterFlowww Enterprises Inc., a software development company he co-founded.
From April 1996 to March 1997, Mr. MacIntyre was a project management
consultant for Convergence, Inc., a developer of Internet applications. From
June 1996 to March 1997, Mr. MacIntyre was the president of InterFlowww, where
he was responsible for business formation and management. From August 1994 to
March 1996, Mr. MacIntyre was a business process design consultant for Andersen
Consulting. Mr. MacIntyre holds a B.A. in English, with a concentration in
management information systems, from the University of Vermont. James W.
MacIntyre, IV is the brother of Jeffrey M. MacIntyre.

Eric D. Waller has served as our vice president of product development since
June 1999. From March 1999 to June 1999, Mr. Waller served as our senior
manager of product engineering. From August 1997 to March 1999, Mr. Waller was
the director of commercial products of Reliable Software Technologies, a
software products and consulting company, where he was responsible for sales,
marketing, engineering, and customer service. From August 1995 to August 1997,
Mr. Waller served as a product architect for Platinum Technology, Inc., an
enterprise application company, later acquired by Computer Associates
International, Inc. From April 1994 to August 1995, Mr. Waller was a senior
software engineer at Chalke, Inc., a financial software products company.

Randall V. Pevin has served as our vice president of operations since
November 1997. From October 1996 to November 1997, Mr. Pevin was a project
manager at OneSoft. From June 1994 to June 1996, Mr. Pevin served as a lead
consultant at Logical Network Services Technical Consulting, where he managed
software projects. Mr. Pevin holds a B.A. in business administration from
Central Connecticut University.

Henry D. Barratt, Jr. has served as a member of OneSoft's board of directors
since November 1997. Mr. Barratt is a managing director of Blue Water Capital,
L.L.C., a venture capital firm which he co-founded in 1996. From October 1994
to December 1995, Mr. Barratt was the president of The Drayton Company, an
investment banking firm.

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<PAGE>

A. Douglas Peabody has served as a member of OneSoft's board of directors
since April 1998. Currently, Mr. Peabody is the president and chief executive
officer of Weider Publications, Inc., a magazine publishing company. From
January 1993 to January 2000, Mr. Peabody served as president of Meigher,
Peabody & Company, Inc., a general partner of Meigher Communications, L.P., a
publishing company he co-founded. From 1982 to January 1993, Mr. Peabody
worked at Inco Venture Capital Management, where he served in various
executive capacities before he was appointed president and managing principal
in April 1992. Mr. Peabody served as a director of America Online, Inc. from
1985 to 1993 and as its vice chairman from 1989 to 1993. Mr. Peabody holds an
A.B. from Dartmouth College, an M.B.A. from The Wharton School of the
University of Pennsylvania, and a J.D. from the University of Virginia School
of Law.

Justin Hall-Tipping has served as a member of OneSoft's board of directors
since July 1998. Mr. Hall-Tipping has served as managing director of SG
Capital Partners LLC, the U.S. merchant banking affiliate of Societe Generale
Capital Corporation, since June 1997. From May 1995 to June 1997, Mr. Hall-
Tipping was director of the Data Intelligence Group of Reuters PLC. From 1991
to May 1995, Mr. Hall-Tipping was chief executive officer of HeartBeat Corp.
Mr. Hall-Tipping holds a B.S. in international finance and banking from City
University in London and an M.B.A from Harvard Business School.

Stephen P. Rader has served as a member of OneSoft's board of directors
since April 1999. Mr. Rader has served as a managing member of Rader,
Reinfrank & Co., LLC, a private investment firm he co-founded, since January
1997. From October 1989 to December 1996, Mr. Rader served as managing
director of Chartwell Partners, a private investment firm. Mr. Rader holds a
B.S. and a J.D. from the University of Southern California.

Thomas R. Hitchner has served as a member of OneSoft's board of directors
since August 1999. Mr. Hitchner has been a general partner of QuestMark
Partners, L.P. since November 1998. From February 1984 to November 1998, Mr.
Hitchner was an employee of Alex. Brown & Sons, Incorporated, most recently as
a managing director and a member of its private equity group. Mr. Hitchner is
also a director of Zapme! Corporation. Mr. Hitchner holds a B.A. from Harvard
University.

Carlos E. Cisneros has served as a member of OneSoft's board of directors
since July 1999. Since 1996, Mr. Cisneros has been the chief executive officer
and the chairman of the board of the Cisneros Television Group. Since 1998,
Mr. Cisneros has been the vice chairman of Ibero American Media Partners.
Since 1991, Mr. Cisneros has been the executive vice president of Venevision
International, Inc. Mr. Cisneros is also a director of El Sitio, Inc. Mr.
Cisneros holds a B.A. in political science from American University.

Board Composition

We currently have nine directors. Prior to the closing of this offering,
holders of our Series A preferred stock were entitled to nominate and elect
two directors while holders of our Series B preferred stock and our Series C
preferred stock were each entitled to nominate and elect one director. Messrs.
Barratt, Jr. and Hall-Tipping were nominated by the Series A preferred
stockholders, Mr. Rader was nominated by the Series B preferred stockholders,
and Mr. Hitchner was nominated by the Series C preferred stockholders. Each of
these persons serves on our board of directors pursuant to these preferred
stock nominating and election rights. The holders of our common stock, voting
as a separate class, were entitled to elect four members of our board of
directors, to be nominated by Mr. MacIntyre, IV. Messrs. MacIntyre, IV,
MacIntyre, Cisneros, and Wyatt serve on our board of directors pursuant to
these rights. In addition, Mr. Peabody serves as a non-affiliated director,
nominated by the board of directors and elected by the stockholders. Upon the
closing of this offering, these board representation rights will terminate and
no stockholders will have any special rights with respect to board
representation.

52
<PAGE>

Currently, our directors are elected by the stockholders at each annual
meeting of stockholders and serve for one year or until their successors are
duly elected and qualified. Our amended and restated certificate of
incorporation and amended and restated bylaws, to be effective upon the closing
of this offering, provide that our board of directors will be divided into
three classes, as nearly equal in size as possible with staggered three-year
terms. The division of the three classes, the initial directors and their
respective expiration dates are as follows:

. the class I directors will be Messrs. Barratt, Jr., Hall-Tipping, and
MacIntyre, and their term will expire at the annual meeting of
stockholders to be held in 2001;

. the class II directors will be Messrs. Hitchner, Peabody, and Rader, and
their term will expire at the annual meeting of stockholders to be held
in 2002; and

. the class III directors will be Messrs. Cisneros, MacIntyre, IV, and
Wyatt, and their term will expire at the annual meeting of stockholders
to be held in 2003.

At each annual meeting of stockholders beginning with the annual meeting to
be held in 2001, the successors to directors whose terms expire will be elected
to serve from the time of election and qualification until the third annual
meeting following election, or until their successors have been duly elected
and qualified, or until their earlier resignation or removal. In addition, the
authorized number of directors may be changed only by resolution of the board
of directors. Any additional directorships resulting from an increase in the
number of directors will be distributed among the three classes so that, as
nearly as possible, each class will consist of one-third of the directors. The
classification of our board of directors may have the effect of discouraging or
making it more difficult for a third party to acquire control of OneSoft.

Board Committees

Our board of directors has an audit committee and a compensation committee.

Audit Committee. The current members of our audit committee are Messrs.
Barratt, Jr., Hall-Tipping and Peabody. Our audit committee reviews, acts on,
and reports to the board of directors with respect to various auditing and
accounting matters, including the selection of our independent auditors, the
scope of the annual audits, fees to be paid to the auditors, the performance of
our independent auditors and our accounting practices.

Compensation Committee. The current members of our compensation committee
are Messrs. Barratt, Jr., Hall-Tipping and Hitchner. Our compensation committee
determines the salaries and incentive compensation of our officers and provides
recommendations for the salaries and incentive compensation of our other
employees. The compensation committee also administers our Second Amended and
Restated 1997 Employee, Director and Consultant Stock Option Plan.

Compensation Committee Interlocks and Insider Participation

The voting members of our compensation committee of the board of directors
are Messrs. Barratt, Jr., Hall-Tipping and Hitchner, none of whom has, at any
time since our formation, been an officer or employee of OneSoft. No executive
officer of OneSoft currently serves, or in the past has served, 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 our board of directors or
compensation committee. Prior to the formation of the compensation committee,
the board of directors as a whole made decisions relating to the compensation
of our executive officers.

Director Compensation

Our directors do not receive cash compensation for their services as
directors but are reimbursed for their reasonable and necessary expenses
incurred in attending board meetings.

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<PAGE>

In January 1998, we granted to Mr. Peabody, one of our directors, an option
to purchase 100,000 shares of common stock at an exercise price of $0.552 per
share. Mr. Peabody exercised this option in full in April 1999. These shares
are subject to restrictions that terminate upon completion of this offering.

In October 1998, we granted to Blue Water Strategic Fund I, L.L.C. a non-
qualified stock option to purchase 25,000 shares of common stock at an exercise
price of $0.552 per share. Mr. Henry D. Barratt, Jr., one of our directors, is
a managing director of Blue Water Capital, L.L.C., a venture capital firm which
is the managing member of Blue Water Strategic Fund I, L.L.C. The option to
Blue Water Strategic Fund I L.L.C. was immediately exercisable upon the grant,
and terminates in October 2008.

Key Person Life Insurance

We have purchased and presently maintain a key person life insurance policy
in the amount of $2,000,000 on the life of James W. MacIntyre, IV, in favor of
OneSoft.

Executive Compensation

The following table shows all compensation awarded to, earned by, or paid to
our Chief Executive Officer and our other most highly compensated executive
officers or former executive officers who earned at least $100,000 for services
rendered to OneSoft in all capacities during the year ended December 31, 1999.

Summary Compensation Table

<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Annual
Compensation (1) Securities
----------------- Underlying
Name and Principal Position Salary Bonus Options
- --------------------------- -------- -------- ------------
<S> <C> <C> <C>
James W. MacIntyre, IV......................... $221,539 $ 54,044 --
President and Chief Executive Officer
Richard Borenstein............................. 125,769 118,325 100,000
Former Senior Vice President of World Wide
Sales (2)
Frederick C. Hawkins, III...................... 150,756 87,250 --
Chief Strategy Officer and Acting Chief
Financial Officer
Jeffrey M. MacIntyre........................... 117,692 48,551 --
Senior Vice President of Services
Randall V. Pevin............................... 93,077 25,833 --
Vice President of Operations
Thomas E. Young................................ 92,308 90,320 220,000
Senior Vice President of Marketing and Sales
</TABLE>
- --------
(1) The columns for "Other Annual Compensation" and "All Other Compensation"
have been omitted because there is no such compensation required to be
reported.
(2) Mr. Borenstein ceased to be an executive officer of OneSoft on or about
October 1,1999. His full-time employment with us terminated on December 31,
1999.

54
<PAGE>

Option Grants in 1999

The following table contains information concerning the stock option grants
made to each of the individuals listed in the Summary Compensation Table during
the fiscal year ended December 31, 1999. These options were granted pursuant to
our Second Amended and Restated 1997 Employee, Director and Consultant Stock
Option Plan and are incentive stock options.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual Rates Of
Stock Price Appreciation
Individual Grants For Option Term (3)
------------------------------------------------------------- --------------------------------
Number Of % Of Total
Shares Options
Underlying Granted To Exercise Fair Value
Options Employees In Price at Dates Expiration
Name Granted 1999(1) Per Share (2) of Grant Date 0% 5% 10%
---- ---------- ------------ ------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James W. MacIntyre, IV.. -- -- -- -- -- -- -- --
Richard Borenstein...... 250,000(4) 8.7% $0.552 $1.45 3/30/00 $3,112,000 $5,155,908 $8,291,663
Frederick C. Hawkins,
III.................... -- -- -- -- -- -- -- --
Jeffrey M. MacIntyre.... -- -- -- -- -- -- -- --
Randall V. Pevin........ -- -- -- -- -- -- -- --
Thomas E. Young......... 200,000(5) 6.9 0.552 4.00 9/17/09 2,489,600 4,124,726 6,114,582
20,000(6) 0.7 11.00 11.00 12/30/09 40,000 203,513 454,373
</TABLE>

- --------
(1) The percentage shown under this column is based on options to purchase
shares of our common stock granted to employees, consultants and directors
of OneSoft under our Second Amended and Restated 1997 Employee, Director
and Consultant Stock Option Plan during 1999.
(2) The exercise price may be paid in cash valued at fair market value on the
exercise date.

(3) Assumes appreciation of the common stock at a rate of 5% and 10% per year
over the 10-year option period as mandated by the rules and regulations of
the Securities and Exchange Commission, and does not represent our estimate
or projection of the future value of the common stock. The potential
realizable values at 0%, 5%, and 10% appreciation are calculated by:
multiplying the number of shares of common stock underlying the option by
the assumed initial public offering price of $13.00 per share, assuming
that the aggregate stock value derived from that calculation compounds at
the annual 0%, 5% or 10% rate shown in the table until the expiration of
the option, and subtracting from that result the aggregate option exercise
price. The actual value realized may be greater or less than the potential
realizable values set forth in the table.
(4) This option has vested for the exercise of 100,000 shares.
(5) The options vest over a three-year period beginning on the first
anniversary of the date of employment, May 3, 1999, and expire on the tenth
anniversary of the date of grant.
(6) The options vest over a four-year period beginning on the first
anniversary of the date of grant, December 30, 1999.

Option Exercises

None of the individuals listed in the Summary Compensation Table exercised
any options to purchase securities of OneSoft during the year ended December
31, 1999.

Year-end Option Values

The following table sets forth information with respect to the aggregate
value of options held by each executive officer named in the Summary
Compensation Table as of December 31, 1999. The potential value of the
unexercised in-the-money options at fiscal year end is based on the value of
$13.00 per share, the assumed initial public offering price of our shares of
common stock, less the per share exercise price.

We have rights to repurchase the shares issued on exercise of these options
upon termination of the optionee's employment, death, or disability. These
rights of repurchase will

55
<PAGE>

terminate upon the consummation of this offering. All options were granted at
an exercise price equal to the fair market value of our common stock on the
date of grant, as determined by our board of directors.

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options In-the-Money Options at
at December 31, 1999 December 31, 1999
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James W. MacIntyre, IV..... 38,670 19,330 $ 482,394 $ 290,620
Richard Borenstein......... 100,000 -- 1,244,800 --
Frederick C. Hawkins, III.. 200,000 100,000 2,489,600 1,244,800
Jeffrey M. MacIntyre....... 34,670 17,330 1,229,240 797,080
Randall V. Pevin........... 98,750 66,250 431,572 215,724
Thomas E. Young............ -- 220,000 -- 2,529,600
</TABLE>

The columns for number of shares acquired on exercise and value received
have been omitted because there were no option exercises by the individuals
listed in the Summary Compensation Table for the year ended December 31, 1999.

Employee Benefit Plans

Second Amended and Restated 1997 Employee, Director and Consultant Stock
Option Plan. The following description of OneSoft's Second Amended and Restated
1997 Employee, Director and Consultant Stock Option Plan is a summary of the
material terms of the plan.

The purpose of the plan is to enhance the profitability and value of OneSoft
for the benefit of its stockholders by enabling OneSoft to offer to employees,
directors and consultants stock based incentives. This is a means to both
increase the ownership of OneSoft held by those individuals in order to
attract, retain and reward them and strengthen the mutual interests between
those individuals and the stockholders of OneSoft. The plan authorizes the
grant of options to purchase shares of common stock to employees, directors,
and consultants of OneSoft and its affiliates. Under the plan, OneSoft may
grant incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986 and non-qualified stock options. Incentive stock options
may only be granted to employees of OneSoft. The maximum number of shares that
can be issued as incentive stock options shall be 6,000,000.

The plan was approved by OneSoft's board of directors and its stockholders
in March 1997 and subsequently amended by the board of directors and
stockholders in August 1999, and February 2000. A total of 6,000,000 shares are
reserved for issuance under the plan as of February 2000. As of February 29,
2000, 383,408 shares had been issued as the result of the exercise of options,
4,000,325 shares were subject to outstanding options, and 1,616,267 shares were
available for future grants. The plan is administered by the compensation
committee of the board of directors. Subject to the provisions of the plan, the
committee has authority to determine the employees, directors, and consultants
of OneSoft who are to be awarded options and the terms of these awards,
including:

. the number of shares subject to an option;

. when the option becomes exercisable;

. the option exercise price per share; and

. the duration of the option.

Incentive stock options must have an exercise price equal to at least 100%,
110% if the grant is to a stockholder holding more than 10% of OneSoft's voting
stock, of the fair market value of a share on the date of the award and
generally have a duration of 10 years, five years if the grant is to a
stockholder holding more than 5% of OneSoft's voting stock. Terms and
conditions of awards are in written agreements between OneSoft and the holders
of the

56
<PAGE>

options. Awards under the plan may not be made after the tenth anniversary of
the date of its adoption but awards granted before that date may extend beyond
that date.

If the employment with OneSoft of the holder of an incentive stock option is
terminated for any reason other than as a result of the holder's death or
disability or for "cause" as defined in the plan, the holder may exercise the
option, to the extent exercisable on the date of termination of employment,
until the earlier of the option's specified expiration date and 90 days after
the date of termination. If an option holder dies or becomes disabled, both
incentive and non-qualified stock options may generally be exercised, to the
extent exercisable on the date of death or disability, by the option holder or
the option holder's survivors until the earlier of the option's specified
termination date and one year after the date of death or disability. If an
option holder's employment with OneSoft is terminated for cause, all
outstanding and unexercised options are immediately forfeited.

2000 Employee Stock Purchase Plan. In February 2000 the board of directors
and the stockholders adopted the 2000 Employee Stock Purchase Plan. The 2000
Employee Stock Purchase Plan authorizes the issuance, to participating
employees through the grant of nontransferable options, of a maximum of 200,000
shares of common stock, plus an annual increase beginning January 1, 2001 and
ending on January 1, 2009, equal to the lesser of (i) 1% of the outstanding
common stock, on a fully diluted basis, and (ii) such lesser number of shares
as determined by the board. The aggregate maximum number of shares available
under the plan over the life of the plan is 2,000,000 shares.

The 2000 Employee Stock Purchase Plan is administered by the board's
compensation committee. All employees working 20 hours or more per week, who
have been continuously employed by OneSoft for at least three months as of the
offering date are eligible to participate. Any employee who would own more than
5% of OneSoft's stock, immediately after the grant under the plan, may not
participate in the 2000 Employee Stock Purchase Plan. To participate in the
2000 Employee Stock Purchase Plan, an employee authorizes a deduction from his
or her pay, not to exceed $21,250 per year, beginning on the first day of a
designated six month offering period. On the first day of each offering period,
each outstanding option granted under the 2000 Employee Stock Purchase Plan is
automatically exercised using funds withheld from each employee's compensation
as of that date. A participating employee may withdraw from the 2000 Employee
Stock Purchase Plan at any time prior to the exercise date of the offering
period.

Employment Agreements

We have entered into employment agreements with James W. MacIntyre, IV, John
L. Wyatt, Frederick C. Hawkins, III, and Jeffrey M. MacIntyre which contain
non-disclosure, assignment of inventions, non-competition and non-solicitation
restrictions and covenants. These agreements provide for annual base salaries,
subject to increase by the board of directors, and allow for additional annual
bonus compensation upon the meeting of certain mutually agreed upon business
objectives. Current salaries are $300,000 for James W. MacIntyre, IV, $300,000
for John L. Wyatt, $175,000 for Frederick C. Hawkins, III, and $150,000 for
Jeffrey M. MacIntyre. Our agreement with James W. MacIntyre, IV is effective
until December 31, 2003, and may be renewed, upon written agreement of the
parties, for additional periods of no more than three years. Our agreement with
Mr. Wyatt continues through March 14, 2004, and may be renewed, upon written
agreement of the parties, for additional periods of no more than two years. Our
agreements with Frederick C. Hawkins, III and Jeffrey M. MacIntyre
automatically renew annually unless either we, or they, provide written notice
of intention not to renew an agreement. Pursuant to his agreement, we granted
John L. Wyatt a non-qualified stock option to purchase 400,000 shares of our
common stock under our Second Amended and Restated 1997 Employee, Director and
Consultant Stock

57
<PAGE>

Option Plan at an exercise price of $4.00 per share. These options vest over a
period of four years. Pursuant to his agreement, we granted Mr. Hawkins an
incentive stock option to purchase 300,000 shares of our common stock under our
Second Amended and Restated 1997 Employee, Director and Consultant Stock Option
Plan at an exercise price of $0.552 per share. These options vest quarterly
over a period of three years.

Additionally, we have entered into employment-at-will letter agreements with
Randall V. Pevin and Thomas E. Young, which also contain non-disclosure,
assignment of inventions, non-competition and non-solicitation restrictions and
covenants. These letter agreements provide for annual base salaries, subject to
increase by the board of directors. The agreement with Mr. Young allows for
annual bonus compensation upon the meeting of certain mutually agreed upon
business objectives. Pursuant to our agreement with Mr. Young, we granted him
incentive stock options to purchase 200,000 shares of our common stock at an
exercise price of $0.552 per share under our Second Amended and Restated 1997
Employee, Director and Consultant Stock Option Plan. These options vest
annually over a period of three years.

Our employment agreements with James W. MacIntyre, IV, and John L. Wyatt
provide that if we terminate their employment without "cause" or by a
"constructive termination," both of which events are defined in the agreements,
or if we fail to renew their agreements, they will be entitled to severance pay
equal to 100% of their base salary, plus 100% of his annual bonus in the case
of James W. MacIntyre, IV, or a pro rata portion of his bonus in the case of
John L. Wyatt, paid in a lump-sum payment no later than 30 days after
termination, plus fringe benefits for 12 months from the date of termination.
Our employment agreements with Frederick C. Hawkins, III and Jeffrey M.
MacIntyre provide that if we terminate their employment without "cause," as
defined in the agreements, they terminate their employment with "good reason,"
as defined in the agreements, or we fail to renew their agreements, such that
they are employed with us less than three years, they will be entitled to
severance pay equal to one-half of their annual base salaries, plus one-half of
his annual bonus in the case of Mr. Hawkins, paid in six monthly installments
from the date of termination, plus fringe benefits for six months from the date
of termination. If the terminations of Messrs. MacIntyre, IV, Hawkins, or
MacIntyre are voluntary, other than for "good reason," by OneSoft for cause or
as a result of death or disability, we have no obligation to pay severance
beyond the individual's accrued and unpaid base salary and bonus up to the date
of termination. If the termination of Mr. Wyatt is voluntary or by OneSoft for
cause, we have no obligation to pay severance. If the termination of Mr. Wyatt
is a result of death or disability, we have no obligation to pay severance
other than salary and benefits accrued but unpaid as of the date of
termination. Our letter agreements with Mr. Pevin and Mr. Young have no
severance provisions.

Severance Agreement

We have entered into a severance agreement with Richard Borenstein pursuant
to which we agreed to pay Mr. Borenstein a lump sum of $42,000 upon termination
of his full-time employment with us on December 31, 1999. Additionally, we will
pay his fringe benefits until March 31, 2000. As Mr. Borenstein has a H-1B visa
to work for OneSoft, our severance agreement with him contains provisions
outlining assistance that OneSoft may provide to him in modifying his H-1B
visa. At the time of our termination of his full-time employment Mr. Borenstein
held a fully vested option to purchase 100,000 shares of our common stock at an
exercise price of $0.552 per share. This option expires on March 30, 2000.

Indemnification of Directors and Executive Officers and Limitation of Liability

Our amended and restated certificate of incorporation limits the liability
of our directors to the maximum extent permitted by Delaware law. Delaware law
provides that a director of a corporation will not be personally liable for
monetary damages for breach of fiduciary duty as a director, except for
liability:

58
<PAGE>

. for any breach of the director's duty of loyalty to OneSoft or our
stockholders;

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

. under Section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases; or

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

As permitted by Delaware law, our amended and restated bylaws provide that
we must indemnify our directors and executive officers to the fullest extent
permitted by Delaware law and advance expenses, as incurred, to our directors
and executive officers to defend any action for which rights of indemnification
are provided. In addition, our amended and restated certificate of
incorporation and amended and restated bylaws also permit us to grant such
rights to indemnification to our employees and agents. Our amended and restated
bylaws also provide that we may enter into indemnification agreements with our
directors and officers and purchase insurance on behalf of any person whom we
are required or permitted to indemnify. We have obtained liability insurance
for our officers and directors.

The limitation of liability and indemnification provisions in our amended
and restated certificate of incorporation and amended and restated bylaws may
discourage stockholders from bringing a lawsuit against directors for breach of
their fiduciary duty. They may also reduce the likelihood of derivative
litigation against directors and officers, even though an action, if
successful, might benefit us and other stockholders. Furthermore, a
stockholder's investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers as
required by these indemnification provisions.

Presently, there is no pending litigation or proceeding involving any of our
directors, officers, or employees for which indemnification is sought, nor are
we aware of any threatened litigation that may result in claims for
indemnification.

59
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others

On November 1, 1995, in connection with the formation and initial financing
of Global Exchange Inc., a Virginia corporation, our predecessor in interest,
James W. MacIntyre, IV, our chairman and chief executive officer, purchased 250
shares of the common stock of Global Exchange Inc. for an aggregate purchase
price of $250. On March 18, 1997, InterFlowww Enterprises, Inc., a Vermont
corporation, merged with and into Global Exchange Inc. pursuant to a plan of
merger approved by Global Exchange Inc.'s and InterFlowww's stockholders and
boards of directors as of March 17, 1997. Pursuant to the plan of merger, each
share of InterFlowww common stock was converted into 11.2 shares of Global
Exchange Inc.'s common stock. On March 31, 1997, upon our reincorporation in
Delaware, each share of common stock of Global Exchange Inc. was converted into
300 shares of our common stock. James W. MacIntyre, IV, a principal stockholder
of InterFlowww, and Jeffrey M. MacIntyre, our senior vice president of services
and the president and a principal stockholder of InterFlowww, received
2,250,000 shares and 420,000 shares, respectively, of our common stock (on a
post-reincorporation basis) upon consummation of the InterFlowww merger.
Jeffrey M. MacIntyre joined OneSoft and became a director and our senior vice
president of services following the merger.

In April 1996, Global Exchange Inc. employed William Langdon as chief
financial officer. In June 1997, we terminated Mr. Langdon's employment with
us, and we executed a settlement agreement with him. Under the settlement
agreement, we paid Mr. Langdon $80,000 and agreed to pay him an additional
$30,000 within 60 days of an initial public offering of our capital stock.

In August 1996, we formed Sports Warehouse, Inc., a Delaware corporation. On
August 9, 1996, Sports Warehouse, Inc. granted Bakersville Holdings Limited 48
shares of its common stock. Carlos E. Cisneros, a member of our board of
directors, is a beneficial owner of Bakersville Holdings. On April 17, 1997, we
entered into a shareholders agreement with Bakersville Holdings with regard to
Sports Warehouse, Inc. Pursuant to this agreement, Bakersville Holdings
invested an additional $50,000 in Sports Warehouse in exchange for, among other
things, the right to convert its $150,000 aggregate investment in Sports
Warehouse into shares of our common stock at the time of our initial public
offering at a conversion factor which would assume a compounded annual return
on the $150,000 investment calculated at 20% per year from the date of the
agreement. Following receipt of notice from us regarding our proposed initial
public offering, Bakersville Holdings converted its shares in Sports Warehouse
into 24,480 shares of our common stock on November 23, 1999. We dissolved
Sports Warehouse effective January 13, 2000.

Indebtedness of Management

In December 1997, we lent $412,333 to Frederick C. Hawkins, III, our chief
strategy officer and acting chief financial officer, in connection with his
purchase of 750,000 shares of our common stock, at a price of $0.552 per share,
from William Robertson, a former majority stockholder. The loan is secured by a
pledge of 100,000 shares of Mr. Hawkins' OneSoft common stock. The loan may be
prepaid in whole or in part, at any time, with recourse to Mr. Hawkins,
decreasing upon prepayment, dollar for dollar, accrues interest at the rate of
6.02% per annum and provides for personal recourse to Mr. Hawkins to 50% of the
aggregate outstanding balance as of February 24, 2000. The loan is payable on
or after the first to occur of December 1, 2002, the sale of substantially all
of our assets, or a sale of the collateral pledged as security for the loan.
The largest amount of Mr. Hawkins' loan that was outstanding at February 29,
2000 was $472,554.

60
<PAGE>

In August 1999, we lent $500,000 to James W. MacIntyre, IV, our chief
executive officer, secured by a pledge of 100,000 shares of Mr. MacIntyre's
OneSoft common stock. The loan accrues interest at the rate of 5.43% per annum
and is payable on or before August 13, 2002. The largest amount of
Mr. MacIntyre's loan that was outstanding at February 29, 2000 was $514,700.

Directors and Executive Officers

On April 12, 1998, our Board of Directors voted to appoint A. Douglas
Peabody as a Director of OneSoft. In January 1998, we granted Mr. Peabody an
immediately exercisable non-qualified stock option to purchase 100,000 shares
of our common stock at the price of $0.552 per share. On April 12, 1999, Mr.
Peabody exercised his option in full.

On November 7, 1997, we granted Frederick C. Hawkins, III, an incentive
stock option to purchase 300,000 shares of our common stock under our Second
Amended and Restated 1997 Employee, Director and Consultant Stock Option Plan
at a price of $0.552 per share. These options vest quarterly over a period of
three years.

On October 6, 1997, we granted James W. MacIntyre, IV, a non-qualified stock
option to purchase 58,000 shares of our common stock under our Second Amended
and Restated 1997 Employee, Director and Consultant Stock Option Plan at a
price of $0.552 per share. These options vest quarterly over a period of three
years.

On October 6, 1997, we granted Jeffrey M. MacIntyre, an incentive stock
option to purchase 52,000 shares of our common stock under our Second Amended
and Restated 1997 Employee, Director and Consultant Stock Option Plan at a
price of $0.552 per share. These options vest quarterly over a period of three
years.

On May 5, 1997, October 6, 1997 and October 16, 1998 we granted Randall V.
Pevin incentive stock options to purchase 35,000, 30,000, and 100,000 shares,
respectively. These options have exercise prices of $0.062 per share, $0.552
per share, and $0.552 per share, respectively. The first two options vest
annually over a period of three years, and the third option vests bi-annually
over a period of two years.

On May 3, 1999 and December 30, 1999 we granted Thomas E. Young, incentive
stock options to purchase 200,000 and 20,000 shares, respectively. These
options have exercise prices of $0.552 per share and $11.00 per share,
respectively. The first option vests annually over a three year period. The
second option vests annually over a four year period.

On March 8, 1999, September 17, 1999, November 15, 1999, and December 15,
1999, we granted Eric D. Waller, incentive stock options to purchase 5,000,
25,000, 10,000 and 35,000 shares, respectively. These options have exercise
prices of $0.552 per share, $6.00 per share, $10.00 per share, and $11.00 per
share, respectively. These options vest annually over a four year period.

On May 13, 1999 we granted Peter M. Jones, an incentive stock option to
purchase 300,000 shares of our common stock under our Second Amended and
Restated 1997 Employee, Director and Consultant Stock Option Plan, at a price
of $4.00 per share. These options vest annually over a three year period.

On February 22, 2000, we granted John L. Wyatt a non-qualified stock option
to purchase 400,000 shares of our common stock under our Second Amended and
Restated 1997 Employee, Director and Consultant Stock Option Plan at a price of
$4.00 per share. These options vest over four years.

61
<PAGE>

Series A Convertible Preferred Stock Offerings

In November 1997, March 1998 and June 1998, we raised gross proceeds of
approximately $7.6 million from the issue and sale of a total of 3,192,530
shares of Series A preferred stock in a private placement to two investors.
Blue Water Strategic Fund I, L.L.C. and SGC Partners II LLC, each a five
percent beneficial holder of our common stock, purchased all of the shares of
Series A preferred stock. Blue Water Strategic Fund I purchased shares of
Series A preferred stock at the prices of $2.28 and $2.41 per share. SGC
Partners II purchased shares of Series A preferred stock at a price of $2.41
per share. Henry D. Barratt, Jr., one of our directors, is a managing director
of Blue Water Capital, L.L.C., the managing member of Blue Water Strategic Fund
I, and was elected to our board of directors pursuant to an investor rights
agreement, the provisions of which that relate to the election of directors
will terminate upon the closing of this offering. Justin Hall-Tipping, one of
our directors, is a managing director of SG Capital Partners LLC, the managing
member of SGC Partners II LLC, and was elected to our board of directors
pursuant to an investor rights agreement, the provisions of which that relate
to the election of directors will terminate upon the closing of this offering.

Series B Convertible Preferred Stock Offering

In March 1999, we raised gross proceeds of approximately $7.5 million from
the issue and sale of a total of 2,023,857 shares of Series B convertible
preferred stock in a private placement to two investors at a price of $3.706
per share. Rader Reinfrank Holdings No. 2 and SGC Partners II LLC, each a five
percent beneficial holder of our common stock, purchased all of the shares of
Series B convertible preferred stock. Stephen P. Rader, one of our directors,
is a managing member of Rader Reinfrank & Co., LLC, the general partner of
Rader Reinfrank Investors, L.P., general partner of Rader Reinfrank Holdings
No. 2. Justin Hall-Tipping, a member of our board of directors, is the managing
director of SG Capital Partners LLC, the managing member of SGC Partners II
LLC. Messrs. Rader and Hall-Tipping were elected to our board of directors
pursuant to an investor rights agreement, the provisions of which that relate
to the election of directors will terminate upon the closing of this offering.

Series C Convertible Preferred Stock Offering

In August 1999 and October 1999, we raised gross proceeds of approximately
$32.2 million from the issue and sale of a total of 4,891,253 shares of Series
C convertible preferred stock in a private placement to 20 investors at a price
of $6.58 per share. QuestMark Partners, L.P., a five percent beneficial
stockholder of OneSoft, purchased a total of 1,517,451 shares of Series C
convertible preferred stock. Thomas R. Hitchner, one of our directors, is a
general partner of QuestMark Partners, L.P., and was elected to our board of
directors pursuant to an investor rights agreement, the provisions of which
that relate to the election of directors will terminate upon the closing of
this offering.

62
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table presents information regarding the beneficial ownership
of OneSoft's common stock as of February 29, 2000, and as adjusted to reflect
the sale of the common stock in this offering, by:

. each person, or group of affiliated persons, known to us to be the
beneficial owner of more than 5% of our common stock;

. each of our directors;

. each executive officer listed in the Summary Compensation Table above;
and

. all current directors and executive officers of OneSoft as a group.

<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares
Beneficially
Number Owned (2)
of Shares -----------------
Beneficially Before After
Name of Beneficial Owner Owned (1) Offering Offering
- ------------------------ ------------ -------- --------
<S> <C> <C> <C>
Blue Water Strategic Fund I, L.L.C. (3)........ 1,896,130 11.5% 9.0%
8300 Greensboro Drive, Suite 1210
McLean, VA 22102

SGC Partners II LLC (4)........................ 3,125,382 19.0 14.9
1221 Avenue of the Americas
New York, NY 10020

Rader Reinfrank Holdings No. 2 (5)............. 1,815,096 11.0 8.7
9465 Wilshire Blvd., Suite 950
Beverly Hills, CA 90212

QuestMark Partners, L.P. (6)................... 1,517,451 9.2 7.2
One South Street, Suite 800
Baltimore, MD 21202

James W. MacIntyre, IV (7)..................... 3,300,916 20.0 15.7

Richard Borenstein (8)......................... 100,000 * *

Frederick C. Hawkins, III (9).................. 962,700 5.8 4.5

Thomas E. Young................................ -- * *

Randall V. Pevin(10)........................... 123,750 * *

Jeffrey M. MacIntyre (11)...................... 463,340 2.8 2.2

Henry D. Barratt, Jr. (3)...................... 1,896,130 11.5 9.0

A. Douglas Peabody............................. 100,000 * *

Justin Hall-Tipping (4)........................ 3,125,382 19.0 14.9

Stephen P. Rader (5)........................... 1,815,096 11.0 8.7

Thomas R. Hitchner (6)......................... 1,517,451 9.2 7.2

Carlos E. Cisneros (12)........................ 365,100 2.2 1.7
Bakersville Holdings Limited
1900 Avenue of the Stars, Suite 2100
Los Angeles, CA 90067

All directors and executive officers as a group
(12 persons) (13)............................. 13,769,865 80.8 64.0
</TABLE>
- --------
* Represents beneficial ownership of less than 1%.

(1) Beneficial ownership for purposes of the following table is determined in
accordance with the rules of the Securities and Exchange Commission and is
not necessarily indicative of beneficial ownership for any other purpose.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person,

63
<PAGE>

shares of common stock issuable upon the exercise of options that are
currently exercisable or exercisable within 60 days of February 29, 2000
are deemed to be outstanding. These shares, however, are not considered
outstanding for purposes of computing the percentage ownership of any other
person. Except as indicated in the footnotes, we believe that the persons
and entities named in the table have sole voting and sole investment power
with respect to all shares beneficially owned by them, subject to community
property laws where applicable.

(2) Assumes no exercise of the underwriters' over-allotment option. Percentage
of ownership is based on 16,466,148 shares of common stock outstanding as
of February 29, 2000, assuming conversion of all outstanding preferred
stock into common stock, and 20,966,148 shares of common stock outstanding
after completion of the offering.

(3) Consists of 1,871,130 shares owned by Blue Water Strategic Fund I, L.L.C.
Mr. Barratt, a director of OneSoft, is a managing director of Blue Water
Capital, L.L.C., the managing member of Blue Water Strategic Fund I. This
number also includes 25,000 shares subject to currently exercisable
options. Blue Water Capital has sole voting and investment power with
respect to these shares. Mr. Barratt expressly disclaims beneficial
ownership of these shares, except to the extent of his pecuniary interest
therein.

(4) Consists of 3,125,382 shares owned by SGC Partners II LLC. Mr. Hall-
Tipping, a director of OneSoft, is a managing director of SG Capital
Partners LLC, the managing member of SGC Partners II LLC. SG Capital
Partners LLC has sole voting and investment power with respect to these
shares. Mr. Hall-Tipping expressly disclaims beneficial ownership of these
shares, except to the extent of his pecuniary interest therein.

(5) Consists of 1,815,096 shares owned by Rader Reinfrank Holdings No. 2. Mr.
Rader, a director of OneSoft, is a managing member of Rader Reinfrank &
Co., LLC, the general partner of Rader Reinfrank Investors, L.P., general
partner of Rader Reinfrank Holdings No. 2, a California general
partnership. Rader Reinfrank & Co., has sole voting and investment power
with respect to these shares. Mr. Rader expressly disclaims beneficial
ownership of these shares, except to the extent of his pecuniary interest
therein. SG Investment Corporation, an affiliate of SG Capital Partners
LLC, holds a 15.4% passive limited partnership interest in Rader Reinfrank
Investors, L.P. SG Capital Partners LLC expressly disclaims beneficial
ownership of these shares.

(6) Consists of 1,517,451 shares owned by QuestMark Partners, L.P. Mr.
Hitchner, a director of OneSoft, is a general partner of QuestMark
Partners. QuestMark Partners has sole voting and investment power with
respect to these shares. Mr. Hitchner expressly disclaims beneficial
ownership of these shares, except to the extent of his pecuniary interest
therein.

(7) Consists of shares held of record by Mr. MacIntyre, IV. Includes 48,340
shares subject to currently exercisable options. Does not include shares
of common stock over which Mr. MacIntyre, IV has voting control pursuant
to an irrevocable proxy that terminates upon the completion of this
offering. Includes 250,000 shares held in The James W. MacIntyre, IV
Grantor Retained Annuity Trust, of which Mr. MacIntyre, IV is the
beneficiary.

(8) Consists of 100,000 shares subject to currently exercisable options. Mr.
Borenstein ceased being an executive officer of the Company on or about
October 1, 1999. Mr. Borenstein's full time-employment with us terminated
on December 31, 1999.

(9) Includes 225,000 shares subject to currently exercisable options.

(10) Consists of 123,750 shares subject to currently exercisable options.

(11) Includes 43,340 shares subject to currently exercisable options. Includes
41,667 shares held in The Jeffrey M. MacIntyre Grantor Retained Annuity
Trust, of which Mr. MacIntyre is the beneficiary.

(12) Consists of 365,100 shares owned by Bakersville Holdings Limited. Mr.
Cisneros, a director of OneSoft, is a beneficial owner of Bakersville
Holdings. Bakersville Holdings has sole voting and investment power with
respect to these shares.

(13) Includes 565,430 shares subject to currently exercisable options. See
footnotes (3) through (11) above.

64
<PAGE>

In the event that the underwriters' over-allotment option is exercised in
full, the beneficial ownership of the stockholders listed below will change as
follows:

<TABLE>
<CAPTION>
Shares
Beneficially
Number of Owned After the
Shares Offered Offering
in the Over- -----------------
allotment Number Percent
-------------- --------- -------
<S> <C> <C> <C>
James W. MacIntyre, IV (1)..................... 150,000 3,150,916 14.5%
Bakersville Holdings Limited (2)............... 50,000 315,100 1.5
Eugene Choi (3)................................ 20,000 358,857 1.7
Frederick C. Hawkins, III (4).................. 50,000 912,700 4.2
Jeffrey M. MacIntyre (5)....................... 100,000 363,340 1.7
South Street LLC (6)........................... 7,500 30,436 *
Andrew Wright (7).............................. 10,714 65,159 *
</TABLE>
- --------
* Less than 1%
(1) See footnote (7) above.
(2) See footnote (12) above.

(3) Prior to this offering, Eugene Choi, an employee of ours, owned 378,857
shares of our common stock. This number includes 27,750 shares subject to
currently exercisable options.
(4) See footnote (9) above.
(5) See footnote (11) above.

(6) Prior to this offering, South Street LLC, owned 37,936 shares of Series C
preferred stock, which converted into 37,936 shares of our common stock
upon this offering.

(7) Prior to this offering, Andrew Wright, owned 75,873 shares of Series C
preferred stock, which converted into 75,873 shares of our common stock
upon this offering.

65
<PAGE>

DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, we will be authorized to issue 50,000,000
shares of common stock, par value $.001 per share, and 5,000,000 shares of
preferred stock, par value $.001 per share, of which there will be 20,966,148
shares of common stock and no shares of preferred stock outstanding. As of
February 29, 2000, and assuming the conversion of all outstanding shares of
convertible preferred stock into shares of common stock upon the closing of
this offering, there were outstanding 16,465,648 shares of common stock held of
record by 108 stockholders. In addition, as of February 29, 2000 there were
outstanding options to purchase 4,000,325 shares of common stock, and
outstanding warrants to purchase 60,651 shares of common stock.

Common Stock

Holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders and do not have
cumulative voting rights. Subject to preferences that may be applicable to any
outstanding shares of preferred stock, holders of common stock are entitled to
receive ratably such dividends, if any, as may be declared by our board of
directors out of funds legally available. All outstanding shares of common
stock are fully paid and nonassessable, and the holders of common stock have no
preferences or rights of conversion, exchange, preemption or redemption. In the
event of any liquidation, dissolution or winding-up of our affairs, holders of
common stock will be entitled to share ratably in our assets that are remaining
after payment or provision for payment of all of our debts and obligations, and
after liquidation payments to holders of outstanding shares of preferred stock,
if any.

Preferred Stock

Upon the closing of this offering, all of our outstanding shares of
preferred stock will convert into 10,107,640 shares of common stock. These
shares of preferred stock will no longer be authorized, issued or outstanding
after completion of this offering.

The board of directors has the authority to issue 5,000,000 shares of
preferred stock in one or more series and to fix the rights, preferences,
privileges, and restrictions granted to or imposed upon the preferred stock,
including dividend rights, conversion rights, terms of redemption, liquidation
preference, sinking fund terms, and the number of shares constituting any
series or the designation of a series, without any further vote or action by
the stockholders. The board of directors, without stockholder approval, can
issue preferred stock with voting and conversion rights which could adversely
affect the voting power of the holders of common stock. The issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control of OneSoft. We have no present plan to issue any shares of
preferred stock. See "Anti-Takeover Effects of Various Provisions of Delaware
Law and OneSoft's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws."

Warrants

As of the date of this prospectus, a warrant to purchase a total of 60,651
shares of our common stock is held by Deutsche Bank Securities Inc. The warrant
was issued to Deutsche Bank Securities Inc. as partial consideration for their
services as placement agent for the private placement of our Series C
convertible preferred stock in August and October 1999. This warrant is
currently exercisable at an exercise price of $6.59 per share and may be
exercised on a cashless basis. It expires on April 27, 2004. The number of
shares for which the warrant described above is exercisable is subject to
adjustment upon changes in our capital structure,

66
<PAGE>

including stock splits, combinations or dividends, and reclassifications,
exchanges or substitutions. The warrant carries specified registration rights.
See "Registration Rights--Warrant Holder."

Registration Rights

Common Stockholders. On the date 180 days after the completion of this
offering, the holders of 13,435,640 shares of common stock or their transferees
will have rights to cause us to register these shares under the Securities Act
of 1933. We may be required to effect up to two demand registrations, at our
expense. We will not be required to effect a demand registration if the
anticipated gross proceeds of the shares to be registered are expected to be
less than $25 million. In addition, the holders of these shares will have the
right to cause us to register these shares, at our expense, on a Form S-3,
provided that we are eligible to use this form. We may be required to effect up
to four demand registrations, except that, if we have effected all four
registrations and the holders of registration rights have not yet requested a
demand registration, we may be required to effect five demand registrations. We
will not be required to effect a demand registration if the anticipated gross
proceeds of the shares to be registered are expected to be less than $5.0
million. If we propose to register any of our securities under the Securities
Act, either for our own account or for the account of other security holders,
other than in connection with an employee stock benefit plan or certain
business combinations involving us, the holders of 16,584,799 shares of common
stock, including 58,000 shares of common stock to be issued upon the exercise
of options and, in the case of an underwritten offering, 60,651 shares of
common stock to be issued upon the exercise of a warrant, will be entitled to
notice of the registration and will be entitled to include, at our expense,
their shares of common stock. All of these registration rights, except for
those in favor of the warrant holder, will terminate on the earlier of August
13, 2006 or when a holder is able to sell all of its shares pursuant to Rule
144 under the Securities Act in any 90-day period. These registration rights
are subject to customary conditions and limitations, including the right of the
underwriters of an offering to limit the number of shares included in any such
registration.

Warrant Holder. Pursuant to the terms of the warrant, the holder of the
warrant to purchase a total of 60,651 shares of common stock is entitled to
specified rights with respect to the registration of its shares of common stock
under the Securities Act. Subject to various and customary exceptions, if we
propose to register shares of the common stock under the Securities Act in an
underwritten public offering, the holder is entitled to notice of the
registration and is entitled to include its shares of common stock issuable
upon the exercise of the warrant in the registration at our expense. The
underwriters have the right to limit the number of warrant shares included in
any registration pursuant to the warrant.

Anti-Takeover Effects of Various Provisions of Delaware Law and OneSoft's
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws

After the closing of this offering, we will be subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits a publicly-held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the interested stockholder attained that status
with the approval of the board of directors or unless the business combination
is approved in a prescribed manner. "Business combinations" include mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. Generally, an "interested stockholder" is a person who,
together with his affiliates and associates, owns, or within the prior three
years did own, 15% or more of the corporation's voting stock. This

67
<PAGE>

statute could prohibit or delay the accomplishment of mergers or other takeover
or change of control attempts with respect to OneSoft and, accordingly, may
discourage attempts to acquire us.

In addition, our amended and restated certificate of incorporation and
amended and restated bylaws that will be in effect upon the closing of this
offering, the relevant provisions of which are summarized below, may delay,
defer or prevent a tender offer or takeover attempt that a stockholder might
consider in its best interest, including those attempts that might result in a
premium over the market price for the shares held by stockholders.

Classified Board of Directors. Following the completion of this offering,
our board of directors will be divided into three classes serving staggered
three-year terms. Consequently, approximately one-third of the board of
directors will be elected each year. These provisions are likely to increase
the time required for stockholders to change the composition of our board of
directors. For example, in general, at least two annual meetings will be
necessary for stockholders to effect a change in the majority of our board of
directors.

Advance Notice Requirements for Stockholder Proposals and Director
Nominees. Our amended and restated bylaws provide that, for nominations to the
board of directors or for other business to be properly brought by a
stockholder before a meeting of stockholders, the stockholder must first have
given timely notice of the proposal in writing to our Secretary. For an annual
meeting, a stockholder's notice generally must be delivered not less than 45
days nor more than 75 days prior to the anniversary of the preceding year's
mailing date. For a special meeting, the notice must generally be delivered not
later than the later of 90 days prior to the special meeting or 10 days
following the day on which public announcement of the meeting is first made.
Detailed requirements as to the form of the notice and information required in
the notice are specified in our amended and restated bylaws. If it is
determined that business was not properly brought before a meeting in
accordance with our bylaw provisions, such business will not be conducted at
the meeting.

Stockholder Action, Special Meeting of Stockholders. Our amended and
restated certificate of incorporation does not permit our stockholders to act
by written consent. As a result, any action to be effected by our stockholders
must be effected at a duly called annual or special meeting of the
stockholders. Special meetings of the stockholders may be called only by our
board of directors.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is American Stock
Transfer and Trust Company, New York, New York.

68
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there was no public market for our common stock. An
active public market for our common stock may not develop or be sustained after
this offering. Future sales of substantial amounts of common stock, including
shares issued upon exercise of outstanding options or warrants, in the public
market after this offering could adversely affect the prevailing market price
of our common stock and could impair our ability to raise equity capital in the
future. In addition, since a limited number of shares will be available for
sale immediately after this offering due to the contractual and legal
restrictions on resale described below, sales of substantial amounts of our
common stock in the public market after the restrictions lapse could adversely
affect the prevailing market price and our ability to raise equity capital in
the future.

Upon completion of this offering, we will have outstanding 20,966,148 shares
of common stock, based on shares outstanding at February 29, 2000, assuming no
exercise of the underwriters' over-allotment option and no exercise of
outstanding options or warrants. Of this number, all of the shares sold in this
offering will be freely tradable in the public market without restriction or
further registration under the Securities Act, unless those shares are
purchased by any of our affiliates. An affiliate of OneSoft is a person that
directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, OneSoft. Our current affiliates
include the individuals and entities that hold more than 10% of our stock
listed under "Principal and Selling Stockholders" as well as our other
executive officers and directors.

The remaining 16,466,148 shares of common stock held by existing
stockholders are deemed "restricted securities" as defined under Rule 144
promulgated under the Securities Act. Restricted securities may not be sold
publicly unless they are registered under the Securities Act or are sold
pursuant to Rule 144 or another exemption from registration. Of these shares,
15,392,480 shares are subject to lock-up agreements with the underwriters or
directly with us, under which all of our directors and officers and
stockholders holding more than 1% of our common stock have agreed not to
transfer or dispose of, directly or indirectly, any shares of common stock or
any securities convertible into or exercisable or exchangeable for shares of
common stock, for a period of 180 days after the date of this prospectus.
Deutsche Bank Securities Inc., in some instances together with us, may release
the shares subject to the lock-up agreements in whole or in part at any time
with or without notice. Subject to these lock-up agreements, the shares of
common stock outstanding upon completion of this offering will be available for
sale in the public market as follows:

<TABLE>
<CAPTION>
Days After the Effective Shares Eligible
Date for Sale Comment
- ------------------------ --------------- ------------------------------------------------
<S> <C> <C>
On Effectiveness........ 4,620,000 Freely tradable shares sold in this offering and
shares saleable under Rule 144(k) that are not
subject to the 180-day lock-up

90 days................. 227,908 Additional shares saleable under Rules 144 and
701 that are not subject to the 180-day lock-up

180 days................ 15,392,480 The 180-day lock-up is released and these
additional shares are saleable under Rule 701,
Rule 144 (subject, in some cases, to volume
limitations), or Rule 144(k)

More than 180 days...... 725,760 Restricted shares that are held for less than
one year, are not subject to the 180-day lock-
up, and are not yet saleable under Rule 144
</TABLE>

69
<PAGE>

Rule 144

In general, under Rule 144, beginning 90 days after the date of this
prospectus, stockholders of OneSoft that have beneficially owned their shares
for at least one year, but less than two years, and affiliates of OneSoft that
have beneficially owned their shares for any period of more than one year or
who have purchased OneSoft shares in the open market, would be entitled to sell
within any three-month period, a number of shares that does not exceed the
greater of:

. 1% of the number of shares of common stock then outstanding, equal to
approximately 209,661 shares immediately after this offering; or

. the average weekly trading volume of the common stock on the Nasdaq
National Market during the four calendar weeks preceding the filing of a
notice of sale with the SEC.

Sales under Rule 144 are also subject to manner of sale provisions and
notice requirements, and to the availability of current public information
about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner except one of our affiliates,
is entitled to sell those shares without complying with the volume limitation
or the manner of sale, public information or notice provisions of Rule 144.

Rule 701

In general, under Rule 701 of the Securities Act, any of our employees,
officers, directors, consultants, or advisors who purchased shares from us in
connection with a compensatory stock or option plan or other written agreement
is eligible to resell those shares 90 days after the effective date of this
offering in reliance on Rule 144, but without compliance with certain
restrictions, including the holding period contained in Rule 144. However,
155,500 shares issued pursuant to Rule 701 are subject to lock-up agreements
and will only become eligible for sale at the earlier of the expiration of the
180-day lock-up agreements or the obtaining of the prior written consent of
Deutsche Bank Securities Inc.

Registration Rights

At any time more than six months after the closing of this offering, the
holders of 16,466,148 shares of our common stock and 118,651 shares of our
common stock issuable upon the exercise of outstanding options and warrants, or
their transferees, will be entitled to rights to register their shares under
the Securities Act. See "Description of Capital Stock--Registration Rights."
Registration of these shares under the Securities Act would result in these
shares becoming freely tradable without restriction under the Securities Act
immediately upon the effectiveness of the registration, except for shares
purchased by affiliates.

Stock Options

Promptly following this offering, we will file a registration statement
under the Securities Act covering all shares of common stock subject to
outstanding options or options reserved for issuance under our Second Amended
and Restated 1997 Employee, Director and Consultant Stock Option Plan. Based on
the number of shares subject to options outstanding or reserved for issuance
under this plan at February 29, 2000, this registration statement

70
<PAGE>

would cover approximately 5,620,000 shares. The registration statement will
automatically become effective upon filing. Accordingly, subject to Rule 144
volume limitations applicable to our affiliates, approximately 500,000 shares
registered under the registration statement will be available for sale in the
open market immediately, and approximately an additional 1,070,000 shares
registered under the registration statement will be available for sale in the
open market immediately after the 180-day lock-up agreements expire.

Warrants

As of February 29, 2000 we had outstanding a warrant to purchase 60,651
shares of common stock. When this warrant is exercised and the exercise price
is paid in cash, the shares must be held for one year before they can be sold
under Rule 144. This warrant also contains "net exercise provisions." These
provisions allow the holder to exercise the warrant for a lesser number of
shares of common stock in lieu of paying cash. The shares of common stock
issued in a "net exercise" could be publicly sold under Rule 144 immediately
after exercise, subject to the 180-day lock-up period.

71
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the
underwriters, named below through their representatives Deutsche Bank
Securities Inc., SG Cowen Securities Corporation, Friedman, Billings, Ramsey &
Co., Inc. and SoundView Technology Group, Inc. have severally agreed to
purchase from OneSoft the following respective number of shares of common stock
at the assumed initial public offering price less the underwriting discounts
and commissions set forth on the cover page of this prospectus.

<TABLE>
<CAPTION>
Number of
Underwriter Shares
- ----------- ---------
<S> <C>
Deutsche Bank Securities Inc. .......................................
SG Cowen Securities Corporation......................................
Friedman, Billings, Ramsey & Co., Inc................................
SoundView Technology Group, Inc. ....................................
---------
Total.............................................................. 4,500,000
=========
</TABLE>

The underwriting agreement provides that the obligations of the underwriters
are subject to certain conditions precedent and that the underwriters will
purchase all shares of the common stock to be sold in this offering, other than
those covered by the over-allotment option described below, if any of such
shares are purchased.

The underwriters propose to offer the shares of common stock to the public
at the assumed initial public offering price set forth on the cover page of
this prospectus and to dealers at a price that represents a concession not in
excess of $ per share, under the assumed initial public offering price. The
underwriters may allow, and these dealers may re-allow, a concession of not
more than $ per share to other dealers. After the initial public offering,
representatives of the underwriters may change the offering price and other
selling terms.

We, and the selling stockholders, have granted the underwriters an option,
to purchase up to 675,000 additional shares of common stock, at the assumed
public offering price less the underwriting discounts and commissions set forth
on the cover page of this prospectus. This option is exercisable not later than
30 days after the date of this prospectus. The underwriters may exercise this
option only to cover over-allotments made in connection with the sale of the
common stock to be sold in this offering. To the extent the underwriters
exercise this option, each of the underwriters will become obligated, subject
to conditions, to purchase approximately the same percentage of additional
shares of common stock as the number of shares of common stock to be sold in
this offering. We and the selling stockholders will be obligated, pursuant to
the option, to sell these additional shares of common stock to the underwriters
to the extent the option is exercised. If any additional shares of common stock
are purchased, the underwriters will offer the additional shares on the same
terms as those on which the 4,500,000 shares are being offered.

The underwriting fee is equal to the assumed initial public offering price
per share of common stock less the amount paid by the underwriters to us per
share of common stock. The underwriting fee is % of the assumed initial
public offering price. We have agreed to pay the underwriters the following
fees, assuming either no exercise or full exercise by the underwriters of the
underwriters' over-allotment option:

<TABLE>
<CAPTION>
Total Fees
-----------------------------------------
Without Exercise of With Full Exercise of
Fee Per Over-Allotment Over-Allotment
Share Option Option
------- ------------------- ---------------------
<S> <C> <C> <C>
Fees paid by OneSoft.......... $0.91 $4,095,000 $4,709,250
</TABLE>

72
<PAGE>

In addition, we estimate that our share of the total expenses of this
offering, excluding underwriting discounts and commissions, will be
approximately $ .

We and the selling stockholders have agreed to indemnify the underwriters
against some specified types of liabilities, including liabilities under the
Securities Act and to contribute to payments the underwriters may be required
to make in respect of any of these liabilities.

Each of our officers and directors and some of our stockholders and holders
of options and warrants to purchase our stock, have agreed not to offer, sell,
contract to sell or otherwise dispose of, or enter into any transaction that is
designed to, or could be expected to, result in the disposition of any portion
of our common stock held by these persons for a period of 180 days after the
effective date of the registration statement, of which this prospectus is a
part, without the prior written consent of Deutsche Bank Securities Inc. This
consent may be given at any time without public notice. We have entered into a
similar agreement with the representatives of the underwriters. In the event
that the underwriters' over-allotment option is exercised in full, some of our
officers and other stockholders will be selling their common stock in the
offering. See "Principal and Selling Stockholders" for additional information.

Transfers or dispositions can be made during the lock-up periods in the case
of gifts for estate planning purposes where the donee signs a lock-up
agreement.

The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

To facilitate the offering of our common stock, the underwriters may engage
in transactions that stabilize, maintain, or otherwise affect the market price
of our common stock. Specifically, the underwriters may over-allot shares of
our common stock in connection with this offering, thus creating a short
position in our common stock for their own account. A short position results
when an underwriter sells more shares of common stock than that underwriter is
committed to purchase. Additionally, to cover the over-allotments or to
stabilize the market price of our common stock, the underwriters may bid for,
and purchase, shares of our common stock in the open market. Finally, the
representatives, on behalf of the underwriters, may also reclaim selling
concessions allowed to an underwriter or dealer if the underwriting syndicate
repurchases shares distributed by that underwriter or dealer. Any of these
activities may maintain the market price of our common stock at a level above
that which might otherwise prevail in the open market. These transactions may
be effected on the Nasdaq National Market or otherwise. The underwriters are
not required to engage in these activities and, if commenced, may end any of
these activities at any time.

The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

At our request, the underwriters have reserved for sale, at the initial
public offering price, up to 405,000 shares or 9%, of our common stock being
sold in this offering for our vendors, employees, family members of employees,
customers, and other third parties. The number of shares of our common stock
available for sale to the general public will be reduced to the extent these
reserved shares are purchased. Any reserved shares that are not purchased by
these persons will be offered by the underwriters to the general public on the
same basis as the other shares in this offering.

SG Cowen Securities Corporation holds 2,071,400 shares of our Series A
preferred stock, 674,619 shares of our Series B preferred stock, and 379,363
shares of our Series C preferred stock through their affiliate Societe Generale
Capital Corporation. Deutsche Bank Securities

73
<PAGE>

Inc. served as placement agent in connection with our Series C preferred stock
financing and was paid a cash placement agent fee. Deutsche Bank Securities
Inc. received a warrant for the purchase of 60,651 shares of our common stock.

A prospectus in electronic format is being made available on an Internet
site maintained by Wit SoundView's affiliate, Wit Capital Corporation. In
addition, other dealers purchasing shares from Wit SoundView in this offering
have agreed to make a prospectus in electronic format available on Web sites
maintained by each of these dealers. Other than the prospectus in electronic
format, the information on our affiliate's Web site and any information
contained on any Web site maintained by Wit Capital is not part of the
registration statement of which this prospectus forms a part, has not been
approved or endorsed by us or any underwriter in its capacity as underwriter,
and should not be relied on by investors.

Pricing of this Offering

Prior to this offering, there has been no public market for our common
stock. Consequently, the assumed initial public offering price for our common
stock has been determined by negotiation among us and the representatives of
the underwriters. Among the primary factors considered in determining the
assumed initial public offering price were:

. prevailing market conditions;

. our results of operations in recent periods;

. the present stage of our development;

. the market capitalizations and stages of development of other companies
that we and the representatives of the underwriters believe to be
comparable to our business; and

. estimates of our business potential.

74
<PAGE>

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed
upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston,
Massachusetts. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and some of
its members have options to purchase a total of 156,000 shares of our common
stock. Some issues will be passed upon for the underwriters by Brobeck, Phleger
& Harrison LLP, Washington, D.C.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our financial
statements at December 31, 1998 and 1999, and for each of the three years in
the period ended December 31, 1999, as set forth in their report. We have
included our financial statements in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing. We have included
information from the Shop.org study on page 30 of this prospectus with the
permission of Shop.org and the Boston Consulting Group.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-l under the Securities Act of 1933 regarding the common
stock offered by us. This prospectus does not contain all of the information
included in the registration statement and the exhibits filed as part of the
registration statement. Particular items are omitted in accordance with the
rules and regulations of the Securities and Exchange Commission. For further
information with respect to OneSoft and the common stock offered by this
prospectus, reference is made to the registration statement and its exhibits
and schedules. You may review a copy of the registration statement, including
exhibits, at the Securities and Exchange Commission located at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, Seven World Trade Center, 13th
Floor, New York, New York 10048, or Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of all or any part of the
registration statement may be obtained from those offices after payment of fees
prescribed by the Securities and Exchange Commission. The Securities and
Exchange Commission maintains a Web site that contains reports, proxy and
information statements, and other information regarding registrants that file
electronically with the Securities and Exchange Commission at
http://www.sec.gov. Please call the Securities and Exchange Commission at 1-
800-SEC-0330 for further information on the operation of the public reference
rooms.

Upon receipt of a request by an investor or his or her representative prior
to , 2000 (25 days after the date of this prospectus), we shall transmit
or cause to be transmitted promptly, without charge, a paper copy of the
prospectus.

We intend to provide our stockholders with annual reports containing
financial statements audited by an independent public accounting firm and to
make available to our stockholders quarterly reports containing unaudited
financial data for the first three quarters of each year.

75
<PAGE>

ONESOFT CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors............................................. F-2
Consolidated Balance Sheets................................................ F-3
Consolidated Statements of Operations...................................... F-4
Consolidated Statements of Stockholders' Equity............................ F-5
Consolidated Statements of Cash Flows...................................... F-6
Notes to Financial Statements.............................................. F-7
</TABLE>

F-1
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
OneSoft Corporation

We have audited the accompanying consolidated balance sheets of OneSoft
Corporation as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' deficit and cash flows for each of the
three years ended December 31, 1999. 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 in accordance with auditing standards generally
accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of OneSoft Corporation at
December 31, 1999 and 1998 and the results of its operations and its cash flows
for each of the three years ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

February 4, 2000
McLean, VA

F-2
<PAGE>

ONESOFT CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
As of
December 31, Pro Forma
------------------------- December 31,
1998 1999 1999
----------- ------------ ------------
<S> <C> <C> <C>
Assets
Current assets:
Cash ................................ $ 2,555,843 $ 16,361,236 $ 16,361,236
Accounts receivable, net of
allowance........................... 392,193 3,707,506 3,707,506
Other receivables.................... 221,960 792,312 792,312
Other current assets................. 161,317 1,061,794 1,061,794
----------- ------------ ------------
Total current assets............... 3,331,313 21,922,848 21,922,848
Notes receivable--related party....... -- 510,084 510,084
Other non-current assets.............. -- 256,388 256,388
Restricted cash....................... -- 1,437,070 1,437,070
Property and equipment, net........... 350,826 4,272,580 4,272,580
----------- ------------ ------------
Total assets....................... $ 3,682,139 $ 28,398,970 $ 28,398,970
=========== ============ ============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable..................... $ 306,515 $ 4,438,130 $ 4,438,130
Accrued payroll...................... 415,527 1,952,203 1,952,203
Other current liabilities............ 34,033 2,467,457 2,467,457
Deferred revenue..................... -- 1,340,887 1,340,887
Capital lease obligations--current... 40,231 126,153 126,153
Notes payable--related party......... -- -- --
----------- ------------ ------------
Total current liabilities.......... 796,306 10,324,830 10,324,830
Capital lease obligations--
noncurrent........................... 33,489 63,163 63,163
Minority interest..................... 20,911 -- --
Redeemable convertible preferred
stock; $0.001 par value,
10,107,640 shares authorized,
3,192,530, 10,107,640 and 0 issued
and outstanding...................... 7,604,034 48,746,754 --
Stockholders' (deficit) equity:
Common stock; $0.001 par value,
20,242,969 shares authorized,
5,977,570, 6,206,850 and 16,314,490
shares issued and outstanding....... 5,978 6,207 16,315
Additional capital................... 1,644 5,451,190 54,187,836
Unearned stock option compensation... (38,567) (2,020,819) (2,020,819)
Accumulated deficit.................. (4,741,656) (34,172,355) (34,172,355)
----------- ------------ ------------
Total stockholders' (deficit)
equity............................ (4,772,601) (30,735,777) 18,010,977
----------- ------------ ------------
Total liabilities and stockholders'
(deficit) equity.................. $ 3,682,139 $ 28,398,970 $ 28,398,970
=========== ============ ============
</TABLE>

F-3
<PAGE>

ONESOFT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1997 1998 1999
---------- ----------- -------------
<S> <C> <C> <C>
Revenues:
Application services.................. $ 170,891 $ 560,890 $ 2,022,504
Professional services................. 1,834,509 994,668 6,928,473
---------- ----------- -------------
Total revenues...................... 2,005,400 1,555,558 8,950,977
Cost of revenues (exclusive of non-cash
compensation expense) of approximately
$30,000 in 1999....................... 1,399,554 1,061,011 7,397,061
---------- ----------- -------------
Gross profit........................... 605,846 494,547 1,553,916
Operating expenses:
Sales and marketing expenses
(exclusive of non-cash
compensation expense of approximately
$2,904,000 in 1999).................. -- 1,190,009 12,184,461
Research and development costs
(exclusive of non-cash
compensation expense of approximately
$9,622, $12,047 and $69,000 in 1997,
1998 and 1999, respectively)......... 254,456 1,044,358 4,490,407
General and administrative expense
(exclusive of non-cash
compensation expense of approximately
$152,000)............................ 955,454 2,011,916 8,432,646
Non-cash stock based compensation
expense.............................. 9,622 12,047 3,154,508
---------- ----------- -------------
Total operating expense............. 1,219,532 4,258,330 28,262,022
---------- ----------- -------------
Loss from operations................... (613,686) (3,763,783) (26,708,106)
Other income (expenses):
Interest income...................... 16,902 169,128 612,666
Interest expense..................... (17,615) (13,514) (47,938)
Disposal of Sports Warehouse......... -- -- (226,788)
---------- ----------- -------------
(713) 155,614 337,940
Net loss before taxes and minority
interest.............................. (614,399) (3,608,169) (26,370,166)
Provision for income taxes............. -- -- --
Minority interest in consolidated
subsidiaries.......................... 13,893 17,967 --
---------- ----------- -------------
Net loss............................... $ (600,506) $(3,590,202) $ (26,370,166)
========== =========== =============
Accretion of preferred stock........... -- 18,034 3,060,533
---------- ----------- -------------
Net loss attributable to shareholders.. $ (600,506) $(3,608,236) $ (29,430,699)
========== =========== =============
Net loss per share attributable to
shareholders, basic and diluted....... $ (0.10) $ (0.60) $ (4.85)
========== =========== =============
Weighted average shares used in
calculation
of basic and diluted loss per share... 5,832,278 5,968,736 6,066,009
Pro forma loss per share attributable
to shareholders, basic and diluted.... $ (1.87)
=============
Weighted average shared used in
calculation
of pro forma loss per share........... 14,122,682
</TABLE>

F-4
<PAGE>

ONESOFT CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock Unearned Total
----------------- Stock Additional Accumulated Stockholders'
Shares Amount Compensation Capital Deficit Equity (Deficit)
--------- ------ ------------ ---------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1996................... 3,000,000 $3,000 $ -- $ -- $ 36,134 $ 39,134
Recapitalization....... 3,360,000 3,360 -- (3,360) -- --
Sale of common stock... 340,620 341 -- 199,659 -- 200,000
Issuance of stock
options............... -- -- (60,236) 60,236 -- --
Amortization of
unearned stock option
compensation.......... -- -- 9,622 -- -- 9,622
Repurchase of common
stock................. (750,000) (750) -- (256,535) (156,715) (414,000)
Loan to officer........ -- -- -- -- (412,333) (412,333)
Net loss............... -- -- -- -- (600,506) (600,506)
--------- ------ ----------- ---------- ------------ ------------
Balance, December 31,
1997................... 5,950,620 5,951 (50,614) -- (1,133,420) (1,178,083)
Exercise of stock
options............... 26,950 27 -- 1,644 -- 1,671
Amortization of
unearned stock option
compensation.......... -- -- 12,047 -- -- 12,047
Accretion of preferred
stock................. -- -- -- -- (18,034) (18,034)
Net loss............... -- -- -- -- (3,590,202) (3,590,202)
--------- ------ ----------- ---------- ------------ ------------
Balance, December 31,
1998................... 5,977,570 5,978 (38,567) 1,644 (4,741,656) (4,772,601)
Exercise of stock
options............... 204,800 205 -- 68,010 -- 68,215
Issuance of stock
options............... -- -- (2,379,490) 5,136,760 -- 2,757,270
Amortization of
unearned stock
compensation.......... -- -- 397,238 -- -- 397,238
Disposal of Sports
Warehouse............. 24,480 24 -- 244,776 -- 244,800
Issuance of warrants
(Note 6).............. -- -- -- -- -- --
Accretion of preferred
stock................. -- -- -- -- (3,060,533) (3,060,533)
Net loss............... -- -- -- -- (26,370,166) (26,370,166)
--------- ------ ----------- ---------- ------------ ------------
Balance at December 31,
1999................... 6,206,850 $6,207 $(2,020,819) $5,451,190 $(34,172,355) $(30,735,777)
========= ====== =========== ========== ============ ============
</TABLE>

F-5
<PAGE>

ONESOFT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1997 1998 1999
---------- ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss............................... $ (600,506) $(3,590,202) $(26,370,166)
Adjustments to reconcile net income
loss to net cash used in operating
activities:
Depreciation........................... 27,395 118,543 503,110
Non-cash compensation.................. 9,622 12,047 3,154,508
Minority interest...................... (13,893) (17,967) --
Disposal of Sports Warehouse........... -- -- 226,788
Changes in operating assets and
liabilities:
Accounts receivable................... 223,233 (309,704) (3,315,313)
Other receivables..................... -- (193,257) (543,527)
Other assets.......................... (11,463) (149,427) (1,156,866)
Accounts payable...................... (28,438) 146,096 4,131,615
Accrued payroll....................... 26,696 332,101 1,536,676
Other current liabilities............. 7,293 13,238 2,433,424
Deferred revenues..................... -- -- 1,340,887
---------- ----------- ------------
Net cash used in operating activities.. (360,061) (3,638,532) (18,058,864)
Cash flows from investing activities
Acquisition of property and equipment.. (48,474) (260,887) (4,126,385)
Minority interest contribution to
Sports Warehouse, Inc. ............... 50,000 -- --
Restricted cash........................ -- -- (1,437,070)
Notes receivable--related party........ (412,750) (46,286) (536,908)
---------- ----------- ------------
(411,224) (307,173) (6,100,363)
Cash flows from financing activities
Repurchase of common stock............. (414,000) -- --
Exercise of stock options.............. -- 1,671 68,215
Sale of common stock................... 200,000 -- --
Sale of redeemable preferred stock, net
of offering costs..................... 1,750,000 5,817,966 38,082,187
Payments of capital lease obligations.. (34,230) (27,455) (185,782)
Repayment of notes payable--related
party................................. (30,000) (24,000) --
Borrowings under notes payable--related
party................................. 24,000 -- --
---------- ----------- ------------
Net cash provided by financing
activities............................ 1,495,770 5,768,182 37,964,620
---------- ----------- ------------
Net increase in cash................... 724,485 1,822,477 13,805,393
Cash at beginning of year.............. 8,881 733,366 2,555,843
---------- ----------- ------------
Cash at end of year.................... $ 733,366 $ 2,555,843 $ 16,361,236
========== =========== ============
</TABLE>

F-6
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

Organization

OneSoft, Inc. ("The Company") is a leading provider of Internet commerce
software and services that enable businesses to use the Internet as a commerce
channel with their customers, partners and suppliers. The Company was
incorporated in Virginia in November 1995 and in June 1997 the Company merged
with a shell company resulting in the surviving company being incorporated in
Delaware. The shareholder ownership percentages of the Company were the same
both prior and subsequent to this transaction. From inception, the Company has
conducted development efforts resulting in the creation of "OneCommerce", our
Internet commerce software, and the services used to deploy the application for
our business customers. In 1997 the Company began licensing its software, which
has evolved into offering companies a comprehensive solution to efficiently
build, grow and extend their Internet commerce businesses rapidly and cost-
effectively, thus maximizing their revenue opportunities.

Recapitalization

During the first quarter of 1997, the Company acquired all of the
outstanding common stock of Interflowww, Inc. for 3,360,000 shares of the
Company's founders share. Interflowww, Inc. was majority owned by a shareholder
of the Company, and its limited operations since inception had been funded
entirely by OneSoft.

Principles of Consolidation

All significant intercompany accounts and transactions have been eliminated
in consolidation. The Company held a 70% equity interest in Sports Warehouse,
Inc. which it has consolidated for financial statement purposes. On November
23, the Company acquired the remaining 30% of Sports Warehouse and
subsequently, disposed of the subsidiary (see Note 6).

Revenue Recognition

The Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants' Statement of Position 97-2, "Software Revenue
Recognition" ("SOP 97-2"), as amended by Statement of Position 98-4, "Deferral
of the Effective Date of a Provision of SOP 97-2" ("SOP 98-4"). The Company
derives revenue from application and professional services. Applications
services revenues consist primarily of license fees, software maintenance fees
and fees for managed services that include application outsourcing, technical
support and transaction services. The Company derives revenue from the
provision of professional services that assist clients in the planning, design
and implementation of their Internet commerce business.

Revenues from license fees is recognized when persuasive evidence of an
agreement exists, delivery of the product has occurred, no significant company
obligations with regard to installation or implementation of the software
remain, the fee is fixed or determinable and collection is probable. Revenues
on arrangements with customers that are not the ultimate end user (primarily
resellers) is recognized upon receipt of a reseller report of the sale and the
Company's shipment of the licensed software. Advanced payments are recorded as
deferred revenue until the product is shipped, services are delivered or
obligations are met.

F-7
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Organization and Significant Accounting Policies (continued)

Revenue Recognition (continued)

The Company's products do not require significant customization. The Company
provides start up services, professional services and managed services, which
may be sold in conjunction with its software. These services are not essential
to the functioning of the Company's software.

Revenue related to maintenance is recognized on a straight line basis over
the period maintenance is provided.

Professional services revenue, which is substantially time and materials
related, is recognized as the services are provided. Set up services, consist
primarily of professional services to configure hardware and install the
Company's software, and are recognized as the services are provided. The
Company has established vendor specific objective evidence ("VSOE") for its
professional fees, including set up services, as these services are regularly
sold on a time and materials basis in the absence of the Company's licenses.

Managed services, consist primarily of application outsourcing, technical
support and transaction services and are recognized ratably over the life of
the managed services agreement. The Company has not established VSOE on its
managed services. Accordingly, when licenses are sold in conjunction with
managed services the license revenue is recognized over the term of the managed
services. The deferred revenues at December 31, 1999 result primarily from
deferred software licenses revenue on contracts that contain managed services.

The Company provides non-specified upgrades of its product only on a when
and if available basis. Historically, the Company has not offered significant
discounts on its software or other services.

In December 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-9, "Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions" ("SOP 98-9"). SOP 98-9
requires use of the "residual method" for recognition of revenues when vendor-
specific objective evidence exists for undelivered elements but does not exist
for delivered elements of a software arrangement. The Company will be required
to comply with the provisions of SOP 98-9 for transactions entered into
beginning January 1, 2000. The Company does not believe that the adoption of
SOP 98-9 will have a material effect on its financial position or results of
operations.

Stock Split

In 1998, the Company declared a 10 to 1 stock split of its common stock. On
March 1, 1999, the Company declared an additional 10 to 1 stock split of its
Series A preferred stock. Accordingly, all prior period stock balances have
been restated to reflect the stock splits as if both splits had occurred at the
beginning of the earliest period presented.

Fair Value of Financial Instruments

The Company considers the recorded value of its financial assets and
liabilities, consisting primarily of cash, accounts receivable, notes
receivable, current liabilities and capital lease obligations to approximate
the fair value of the respective assets and liabilities at December 31, 1998
and 1999.

F-8
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

1. Organization and Significant Accounting Policies (continued)

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 amounts reported in the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ materially from those estimates.

Concentration of Credit Risk

Financial instruments which subject the Company to concentrations of credit
risk primarily consist of cash, cash equivalents and accounts receivable. The
Company maintains its cash and cash equivalents principally in domestic
financial institutions of high credit standing.

The Company's accounts receivable are derived primarily from the sale of
software products and related services. The Company performs ongoing credit
evaluations of its customers and generally does not require collateral.

At December 31, 1998 and 1999, five customers accounted for approximately
88% and 53%, respectively of the total accounts receivable balance. During the
years ended December 31, 1998 and 1999, five customers accounted for 71% and
57%, respectively, of the Company's revenues.

Income Taxes

The Company accounts for taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS 109). Under SFAS 109,
deferred tax liabilities and assets are determined based on the differences
between the financial statement and tax basis of assets and liabilities using
enacted rates expected to be in effect during the year in which the differences
reverse.

Property and Equipment

Property and equipment are stated at cost and depreciated using the
straight-line method over the estimated useful life of the asset, ranging from
three to five years. Leasehold improvements are depreciated over the lesser of
the useful life of the addition or the lease term.

Product Development Costs

Software development costs are expensed as incurred until technological
feasibility has been established, at which time such costs are capitalized to
the extent that the capitalizable costs exceed the realizable value of such
costs, until the product is available for general release to customers. The
Company defines the establishment of technological feasibility as the
completion of all planning, designing, coding, and testing activities that are
necessary to establish products that meet design specifications including
functions, features, and technical performance requirements. Under the
Company's definition, establishing technological feasibility is considered
complete only after the majority of customer testing and customer feedback has
been incorporated into product functionality. To date, the period between
technological feasibility and general availability has been short. Management
has determined that all costs to date which qualify for capitalization were
expensed as the result of these amounts being in excess of the net realizable
value of such cost in the period which the costs were incurred.

F-9
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

Reclassification

Certain prior year balances have been reclassified to conform with the 1999
presentation.

Restricted Cash

The Company utilizes CD's for security deposits on rental properties.

2. Accounts Receivable & Other Receivables

Accounts receivable consist of the following:

<TABLE>
<CAPTION>
December 31,
----------------------
1998 1999
---------- ----------
<S> <C> <C>
Billed receivables................................... $ 369,447 $3,803,881
Unbilled receivables................................. 103,280 800,100
Allowance for possible losses........................ (80,534) (896,475)
---------- ----------
Total................................................ $ 392,193 $3,707,506
========== ==========
</TABLE>

Other receivables consist of amounts reimbursable to the Company primarily
as the result of equipment leases.

Valuation Accounts

A summary of the Company's allowance for bad debts is as follows:

<TABLE>
<S> <C>
Balance at December 31, 1997 $ 33,981
Additions charged to expense 53,250
Accounts receivable written-off (6,697)
----------
Balance at December 31, 1998 $ 80,534
Additions charged to expense 1,119,727
Accounts receivable written off (303,786)
----------
Balance at December 31, 1999 $ 896,475
==========
</TABLE>

3.Notes Receivable--Related Party

On December 1, 1997, the Company loaned an officer of the Company $412,333
to purchase 750,000 shares of the Company's common stock from a third party.
The note is due on December 1, 2002, accrues interest at 6.02% per annum, and
is secured by the 750,000 shares of OneSoft common stock and other assets. At
December 31, 1998, the outstanding loan is $441,036 consisting of principal of
$412,333 and accrued interest of $28,703. At December 31, 1999, the
outstanding loan is $467,860 consisting of principal of $412,333 and accrued
interest of $55,527. The Company has disclosed the loan as an offset to the
Company's equity.

On August 13, 1999 the Company loaned an officer of the Company $500,000.
The loan is due on August 13, 2002, accrues interest at 5.43% per annum, and
is secured by shares of the Company's common stock. At December 31, 1999 the
outstanding loan is $510,084 consisting of principal of $500,000 and accrued
interest of $10,084.

F-10
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

4.Property and Equipment

Property and equipment consist of the following:

<TABLE>
<CAPTION>
December 31,
----------------------
1998 1999
---------- ----------
<S> <C> <C>
Equipment........................................... $ 216,075 $1,888,541
Furniture........................................... 101,304 348,107
Leasehold improvements.............................. 36,502 1,247,703
Software............................................ 153,573 1,447,967
---------- ----------
507,454 4,932,318
Less accumulated depreciation and amortization...... (156,628) (659,738)
---------- ----------
Total............................................... 350,826 4,272,580
========== ==========
</TABLE>

5.Notes Payable

The Company paid interest of approximately $7,615, $13,500 and $47,983
related to all of its notes payable and capital leases for the years ended
December 31, 1997, 1998 and 1999, respectively.

6.Stockholders' Equity and Redeemable Convertible Preferred Stock

Common Stock

On April 13, 1997, the Company sold 340,620 shares of common stock for
$.587 per share.

On December 1, 1997, the Company purchased 750,000 shares of common stock
from a former officer of the Company for $414,000.

In conjunction with the announcement of the Company's initial public
offering the minority owner of Sports Warehouse exercised a right to exchange
their investment in Sports Warehouse for 24,480 shares of OneSoft common
stock. Subsequent to the transaction the Company disposed of Sports Warehouse
resulting in a loss of $226,788.

Redeemable Convertible Preferred Stock

On November 14, 1997, the Company sold 766,770 shares of Series A Mandatory
Redeemable Convertible Preferred Stock for proceeds of $1,750,000.

On March 13, 1998, the Company sold 147,220 shares of Series A Mandatory
Redeemable Convertible Preferred Stock for proceeds of $336,000.

In June 1998, the Company sold 2,278,540 shares of Series A Mandatory
Redeemable Convertible Preferred Stock for proceeds of $5,500,000.

On March 1, 1999 the Company sold 2,023,857 shares of Series B Mandatory
Redeemable Convertible Preferred Stock for proceeds of $7.5 million. In
conjunction with this sale, the Company declared a 10 to 1 stock split for
series A preferred stock. All prior period stock balances have been restated
to reflect the stock split as if it had occurred at the beginning of the
earliest period.

F-11
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

6.Stockholders Equity and Redeemable Convertible Preferred Stock (continued)

On August 13, 1999 the Company sold 4,464,771 shares of Series C Redeemable
Convertible Preferred Stock for net proceeds of approximately $29.4 million.

On October 5, 1999, the Company sold 426,482 shares of Series C Redeemable
Convertible Preferred Stock for net proceeds of approximately $2.8 million. In
conjunction with this transaction the Company issued an investor a warrant to
purchase 60,651 shares of common stock with an exercise price of $6.59 for
assistance in selling the preferred stock.

All classes of the Company's Redeemable Convertible Preferred Stock
(collectively referred to as the "Preferred Stock") convert into an equivalent
number of common shares at the holders discretion at any time after issuance.
The Preferred Stock is entitled to dividends, payable if and when declared by
the board of directors. The Preferred Stock has voting rights on an as if
converted basis. The Preferred Stock will convert into common stock if the
Company is sold or holds a public offering of equity securities, as defined in
the agreement. The Preferred Stock has certain anti-dilutive and future
registration provisions as defined in the agreement. The Preferred Shares have
liquidation preferences over common shares. Accretion of the preferred shares
for the years ended December 31, 1998 and 1999 was $18,034 and $3,060,533
respectively.

Stock Options

Statement of Financial Accounting Standard (SFAS) No. 123, "Accounting for
Stock-Based Compensation," requires a fair value based methodology of
accounting for all stock option plans. The Company has elected to follow APB 25
and related interpretations in accounting for its employee stock options and
has provided pro forma fair value disclosure under SFAS No. 123. Under APB 25,
if the exercise price of the Company's stock options equal or exceed the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

During 1997, the Company adopted the 1997 Stock Option Plan (the "Plan").
Under the Plan, 3,000,000 shares of common stock are reserved for issuance.
During 1999, the Company's Board of Directors increased the number of shares of
common stock that can be issued under the Plan to 5,000,000. Options under the
Plan may be of two types: non qualified stock options and incentive stock
options. All employee options expire after 3 months from the employee
termination date. Options vest over periods not to exceed 5 years and the
contractual term of the options is 10 years from the date of grant. At December
31, 1998 and 1999 the Company had 1,324,560 and 1,082,767 options available for
grant under the plan.

The Company recorded expense of $9,622, $12,047 and $397,238 during the
years ended December 31, 1997, 1998 and 1999 as a result of the issuance of
stock options to employees with exercise prices less than the fair market value
of the Company's common stock at the date of issuance.

During 1999 the Company recorded an additional $2,757,270 of expense related
to the fair value of the options issued to non-employees. Of this amount
$145,270 related to services performed during 1999 by non-employees and
$2,612,000 of the balance resulted from the issuance to a consultant of an
option for 250,000 shares of common stock with and exercise price of $0.552 per
share. These options vest upon this individual meeting certain sales goals,

F-12
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

6. Stockholders Equity and Redeemable Covertible Preferred Stock (continued)

prior to December of 2000, pursuant to the option agreement. The Company has
accounted for these options under SOP 96-18 and accordingly recorded the
variable accounting for the options through December 31, 1999.

Pro forma information regarding net income is required by SFAS No. 123, and
has been determined as if the Company had accounted for its stock options under
the fair value method of that statement. The fair value for these options was
estimated at the date of grant using the minimum valuation method and the
following assumptions: risk free interest rate 6%; a dividend yield of 0%; and
weighed average expected life of 4 years. For purposes of pro forma disclosure,
the estimated fair value of the options is amortized to expense over the
options' vesting period.

The weighted average fair values of the options granted in 1997 with a stock
price equal to the exercise price and with a stock option price greater than
the exercise price is $0.14 and $0.44 per share, respectively. The weighted
average fair values of the options granted in 1998 with a stock price equal to
the exercise price is $0.14 per share. The weighted average fair values of the
options granted in 1999 with a stock price equal to the exercise price and with
a stock price greater than the exercise price are $1.88 and $2.05 per share,
respectively.

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1997 1998 1999
---------- ------------ -------------
<S> <C> <C> <C>
Pro forma net loss................... $(609,822) $(3,653,083) $(30,612,017)
Pro forma basic and diluted net loss
per share(1)........................ $(0.10) $(0.61) $(2.17)
</TABLE>
- --------
(1) The pro forma net loss reflects the pro forma weighted outstanding shares
for the year ended December 31, 1999. See note 11.

The Company's stock option activity and related information is as follows:

<TABLE>
<CAPTION>
Weighted-
Average
Number of Exercise
Options Price
--------- ---------
<S> <C> <C>
Outstanding at January 1, 1997......................... -- $ --
Granted............................................... 1,091,040 0.53
Exercised............................................. -- --
Forfeited............................................. -- --
--------- -----
Outstanding at December 31, 1997....................... 1,091,040 0.53
Granted............................................... 853,150 0.53
Exercised............................................. (26,950) 0.06
Canceled/Forfeited.................................... (268,750) 0.49
--------- -----
Outstanding at December 31, 1998....................... 1,648,490 0.55
Granted............................................... 2,869,710 4.15
Exercised............................................. (204,800) 0.33
Canceled/Forfeited.................................... (627,917) 1.18
--------- -----
Outstanding at December 31, 1999....................... 3,685,483 $3.26
========= =====
Exercisable at December 31, 1999...................... 944,548 $0.49
========= =====
</TABLE>

F-13
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

6. Stockholders Equity and Redeemable Covertible Preferred Stock (continued)

The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
--------------------- ---------------------
Weighted- Weighted-
Average Average
Range of Number Exercise Number Exercise
Exercise Price Outstanding Price Exercisable Price
-------------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Less than $1.00.................. 2,254,983 $0.49 944,548 $0.49
$1.00 to $4.00................... 337,500 3.97 -- --
$4.01 to $8.00................... 411,000 5.59 -- --
$8.01 to $12.00.................. 682,000 10.39 -- --
--------- -------
3,685,483 944,548
========= =======
</TABLE>

The average remaining contractual lives for options outstanding at December
31, 1998 and December 31, 1999 was 9 years and 8 years respectively.

7. Income Taxes

At December 31, 1998, the Company had a net operating loss carryforwards for
tax purposes of approximately $24.7 million, which principally expires in 2018.
The timing and manner in which the operating loss carryforward may be utilized
in any year by the Company will be limited by the Company's ability to generate
future earnings and certain other provisions of the US tax code.

Net deferred tax assets at December 31, consist of:

<TABLE>
<CAPTION>
1998 1999
----------- -----------
<S> <C> <C>
Net operating loss carryforward.................... $ 1,507,510 $ 9,744,307
Allowance for bad debts............................ 32,214 354,108
Unbilled receivable................................ -- 529,650
Deferred revenue................................... -- 143,452
Other.............................................. 25,558 143,452
Valuation allowance................................ (1,565,282) (10,914,969)
----------- -----------
Net deferred tax asset............................. $ -- $ --
=========== ===========
</TABLE>

As the Company does not have a history of consistent earnings and no
assurance can be made of future earnings, a valuation allowance in the amount
of the deferred tax asset has been recorded.

F-14
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

7. Income Taxes (continued)

A summary of items which cause the recorded income taxes to differ from the
statutory Federal income tax rate is as follows:

<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------
1997 1998 1999
--------- ----------- -----------
<S> <C> <C> <C>
Tax expense (benefit) at statutory
Federal rate........................ $(208,896) $(1,226,777) $(8,968,916)
Effect of:
State income tax, net.............. (36,864) (216,490) (1,582,750)
Stock issuance costs............... -- 55,164 --
Stock based........................ -- -- 1,102,579
Other.............................. 18,827 49,755 492,587
Increase in valuation allowance.... 226,933 1,338,348 8,956,500
--------- ----------- -----------
Income tax expense (benefit)......... $ -- $ -- --
========= =========== ===========
</TABLE>

The Company paid no income taxes during the years ended December 31, 1997,
1998 and 1999, respectively.

8. Leases

The Company currently leases office space and equipment under non-cancelable
operating leases. The future minimum lease payments under non-cancelable
operating leases at December 31, 1999 are as follow:

<TABLE>
<CAPTION>
Fiscal Year
-----------
<S> <C>
2000............................................................. $ 1,789,640
2001............................................................. 1,988,588
2002............................................................. 2,032,990
2003............................................................. 2,077,812
2004............................................................. 2,125,153
Thereafter....................................................... 3,459,545
-----------
Total............................................................ $13,473,728
===========
</TABLE>

Rent expense for the years ended December 31, 1997, 1998 and 1999 was
approximately $67,000, $122,000 and $154,000, respectively.

F-15
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

8. Leases (continued)

The Company currently leases equipment and furniture under non-cancelable
capital leases. The future minimum lease payments under non-cancelable capital
leases at December 31, 1999 are as follow:

<TABLE>
<CAPTION>
Fiscal Year
-----------
<S> <C>
2000............................................................... $149,497
2001............................................................... 66,624
2002............................................................... --
2003............................................................... --
2004............................................................... --
Thereafter......................................................... --
--------
Total minimum lease payments....................................... 216,121
Less amount representing interest.................................. 26,805
--------
Present value of minimum lease payments............................ 189,316
Less current portion of capital lease obligation................... 126,153
--------
Non-current portion of capital lease obligation.................... $ 63,163
========
</TABLE>

For the years ended December 31, 1997, 1998, and 1999, the Company had
capital assets of $0, $69,500, and $341,411.

9. 401(k) Plan

The Company has a 401(k) Plan for the benefit of all employees who meet
certain eligibility requirements. The plan documents provide for the Company to
make defined contributions as well as matching and other discretionary
contributions, as determined by the Board of Directors. The Company contributed
$4,777, $0 and $0 to the plan for the years ended December 31, 1997, 1998,
1999, respectively.

10.Earnings Per Share

The following table sets forth the computation of historical basic and
diluted earnings per share:

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1996 1997 1998
---------- ----------- ------------
<S> <C> <C> <C>
Numerator:
Net income (loss)..................... $ (600,506) $(3,590,202) $(26,370,166)
Accretion on preferred shares......... -- (18,034) (3,060,533)
---------- ----------- ------------
Net income available to shareholders.. $ (600,506) $(3,608,236) $(29,430,699)
========== =========== ============
Denominator:
Weighted average common shares........ 5,832,278 5,968,736 6,066,089
Effect of dilutive securities:
Warrants............................ -- -- --
Stock option........................ -- -- --
Preferred stock..................... -- -- --
---------- ----------- ------------
Weighted average common shares basic
and diluted.......................... 5,832,278 5,968,736 6,066,009
========== =========== ============
</TABLE>

The effect of the exercise of options or preferred stock would be dilutive
for years ended December 31, 1997, 1998 and 1999.

F-16
<PAGE>

ONESOFT CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

11.Pro Forma Balance Sheet and Earnings Per Share (unaudited)

The pro forma balance sheet reflects the conversion of all classes of
preferred stock as of December 31, 1999.

The pro forma earning per share reflects the conversion of the all classes
of preferred stock as of the beginning of the respective periods presented.

The following table sets forth the components of pro forma basic and diluted
earnings per share as of December 31, 1999:

<TABLE>
<S> <C>
Numerator:
Net income
(loss)... $(26,370,166)
============
Denominator:
Weighted
average
common
shares... 6,066,089
Conversion
of
preferred
shares... 8,056,593
------------
Pro forma
weighted
average
common
shares
basic and
diluted.. 14,122,682
============
</TABLE>

12. Commitments & Contingencies

The Company has entered into employment agreements with its Chief Executive
Officer ("CEO"), Chief Financial Officer ("CFO") and the Senior Vice President
of Services ("VP of Services") which contain non-disclosure, assignment of
inventions, non-competition and non-solicitation restrictions and covenants.
These agreements provide an initial annual base salaries of $240,000, $175,000
and $150,000 for the CEO, CFO and VP of Services respectively, subject to
increase by the board of directors, and allow for additional annual bonus
compensation based on the meeting of certain mutually agreed upon business
objectives and as defined in the agreements. The agreements automatically renew
annually unless either the Company or these executives, provide written notice
of intention not to renew an agreement. In addition these agreements provide
for certain severance benefits to these executives as defined in the
agreements.

The Company also is involved in other legal proceedings in the ordinary
course of its business. In the opinion of management, these proceedings involve
amounts that would not have a material effect on the financial position or
results of operations of the Company if such proceedings were disposed of
unfavorably.

The Company has entered into a marketing agreement with another entity. The
total amount the Company has committed to pay approximates $1,000,000 over the
next two years.

F-17
<PAGE>

[BACK COVER GRAPHIC]

TOP BANNER: THE ONESOFT DISTRIBUTION MODEL

Concentric circles representing the various layers of OneCommerce and how the
product is distributed through sales channels to the marketplace.

Outside circle: Marketplace
Next inside circle: Internet Solution Center
Next inside circle: Integration Partners - OneSoft Partners - Independent
Solution Providers - Application Service Providers - Strategic Alliances
Next inside circle: Internet Solution Center - Application Software Outsourcing
Services - Transaction Services - Professional and Support Services
Inside of graphic: OneCommerce
<PAGE>

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide information different from that contained in
this prospectus. We are offering to sell, and seeking offers to buy, shares of
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of
any sale of our common stock.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 4
Special Note Regarding Forward-Looking Statements and Industry Data...... 15
Use of Proceeds.......................................................... 16
Dividend Policy.......................................................... 16
Capitalization........................................................... 17
Dilution................................................................. 18
Selected Consolidated Financial Data..................................... 19
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 21
Business................................................................. 29
Management............................................................... 50
Certain Relationships and Related Transactions........................... 60
Principal and Selling Stockholders....................................... 63
Description of Capital Stock............................................. 66
Shares Eligible for Future Sale.......................................... 69
Underwriting............................................................. 72
Legal Matters............................................................ 75
Experts.................................................................. 75
Where You Can Find Additional Information................................ 75
Index to Consolidated Financial Statements............................... F-1
</TABLE>

Until , 2000 (25 days after the date of this prospectus), all dealers that
buy, sell or trade in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. Dealers are also obligated
to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
- --------------------------------------------------------------------------------

[LOGO OF ONESOFT]

4,500,000 Shares

Common Stock

Deutsche Banc Alex. Brown

SG Cowen

Friedman Billings Ramsey

Wit SoundView

Prospectus

, 2000
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth an itemization of all estimated expenses, all
of which we will pay, in connection with the issuance and distribution of the
securities being registered:

<TABLE>
<CAPTION>
Underwriter Amount
----------- ----------
<S> <C>
SEC Registration Fee............................................. $ 19,127
Nasdaq National Market Listing Fee............................... 1,000
NASD Fee......................................................... 7,500
Printing and engraving expenses.................................. 400,000
Legal fees and expenses.......................................... 450,000
Accounting fees and expenses..................................... 350,000
Transfer agent and registrar fees................................ 4,600
Miscellaneous.................................................... 67,773
----------
$1,300,000
==========
</TABLE>

Item 14. Indemnification of Directors and Officers.

Our amended and restated certificate of incorporation (the "Charter")
provides that we shall indemnify and advance expenses to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, to each person who is or was one of our directors or
officers and the heirs, executors and administrators of such a person. Any
expenses, including attorneys' fees, incurred by a person who is or was one of
our directors or officers, and the heirs, executors and administrators of such
a person in connection with defending any such proceeding in advance of its
final disposition shall be paid by us; provided, however, that if Delaware law
requires an advancement of expenses incurred by an indemnitee in his capacity
as a director or officer, and not in any other capacity in which service was or
is rendered by such indemnitee, including, without limitation, service to an
employee benefit plan, shall be made only upon delivery to us of an undertaking
by or on behalf of such indemnitee, to repay all amounts so advanced, if it
shall ultimately be determined that such indemnitee is not entitled to be
indemnified for such expenses. Notwithstanding the aforementioned
indemnification provisions, we may, at the discretion of our chief executive
officer, enter into indemnification agreements with directors or officers.

Section 145 of Delaware law provides that a corporation has the power to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation,
by reason of the fact that such director or officer or former director or
officer is or was a director, officer, employee, or agent of the corporation,
against expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by them in connection with such
action, suit or proceeding, if such person shall have acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
provided that such person had no reasonable cause to believe his or her conduct
was unlawful, except that, if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim, issue
or matter as to which such person shall have been judged to have been liable to
the corporation unless and to the extent that the Court of Chancery of the
State of Delaware, or any court in which such suit or action was brought, shall
determine

II-1
<PAGE>

upon application that, in view of all of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as such
court shall deem proper.

The amended and restated certificate of incorporation contains a provision
to limit the personal liability of our directors to the fullest extent
permitted by Section 102(b)(7) of Delaware law, as amended. In addition, the
restated bylaws provide that we shall 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, whether civil, criminal, administrative
or investigative, other than an action by us or in our right, by reason of the
fact that he is or was one of our directors, officers, employees or agents, or
is or was serving at our request as a director, officer, employee or agent 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 him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

As permitted by Delaware law, the amended and restated certificate of
incorporation, which will be filed upon the completion of the offering,
provides that, subject to certain limited exceptions, none of our directors
shall be liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach of the
director's duty of loyalty to us or our stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) for the unlawful payment of dividends on or redemption or
repurchase of our capital stock or (4) for any transaction from which the
director derived an improper personal benefit. The effect of this provision is
to limit our ability and our stockholders' ability through stockholder
derivative suits on our behalf to recover monetary damages against a director
for the breach of certain fiduciary duties as a director, including breaches
resulting from grossly negligent conduct. In addition, the amended and restated
certificate of incorporation and Restated bylaws provide that we shall, to the
fullest extent permitted by Delaware law, indemnify all of our directors and
officers and that we may, to the extent permitted by Delaware law, indemnify
our employees and agents.

We have agreed to indemnify the underwriters against certain liabilities,
including civil liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

Set forth in chronological order is information regarding shares of common
stock issued, and options and warrants granted, by the registrant within the
past three years. Also included is the consideration, if any, received by the
registrant for such shares and options and information relating to the section
of the Securities Act or rule of the Securities and Exchange Commission under
which exemption from registration was claimed.

Certain Grants and Exercises of Stock Options

The issuance of the securities described below were exempt from registration
under the Securities Act in reliance on Rule 701 promulgated under Section 3(b)
of the Securities Act, as transactions not involving a public offering or
transactions pursuant to compensatory benefit plans and contracts relating to
compensation as provided under Rule 701.

In March 1997, the registrant's Second Amended and Restated 1997 Employee,
Director and Consultant Stock Option Plan was approved and adopted by the board
of directors and stockholders of the registrant. In August 1999 and February
2000, the board of directors and

II-2
<PAGE>

stockholders of the registrant approved and adopted amendments to the plan that
increased the total number of shares of common stock for which options may be
granted under the plan. Since March 1997, options to purchase a total of
4,813,900 shares of common stock have been granted, 896,667 shares of which
have been cancelled. As of December 31, 1999, 231,750 of these options had been
exercised.

In March 1997, we issued an incentive stock option to purchase 81,000 shares
of our common stock at an exercise price of $0.062 per share to one consultant
in exchange for services rendered to OneSoft.

In February 1999, we issued a non-qualified stock option to purchase 75,000
shares of our common stock at an exercise price of $0.552 per share to three
consultants in exchange for services rendered to OneSoft.

In April 1999, we issued 100,000 shares of our common stock to one board
member at $0.552 per share.

Issuances of Capital Stock

The sale and issuance of the securities described below were deemed to be
exempt from registration under the Securities Act pursuant to Section 4(2)
and/or Regulation D promulgated thereunder.

(1) In March 1997, we issued 840,000 shares of our common stock to three of
our employees, including one of our senior vice presidents, in connection with
the merger of InterFlowww Enterprises, Inc. into Global Exchange, Inc., our
predecessor in interest.

(2) In April 1997, we issued and sold 340,620 shares of our common stock in
a private placement to one investor for $200,000.

(3) In November 1997, March 1998, and June 1998 the registrant issued and
sold a total of 3,192,530 shares of Series A convertible preferred stock in a
private placement to two investors at a price per share of $2.283 and
$2.4138264 for gross consideration of approximately $7.6 million.

(4) In February 1999, the registrant issued and sold a total of 2,023,857
shares of Series B convertible preferred stock in a private placement to two
investors at a price per share of $3.705793 for gross consideration of
approximately $7.5 million.

(5) In August 1999 and October 1999 the registrant issued and sold a total
of 4,891,253 shares of Series C convertible preferred stock in a private
placement to twenty investors at a price per share of $6.59 for gross
consideration of approximately $32.2 million. We granted the exclusive agent
for this private placement, Deutsche Bank Securities Inc., a five-year, non-
cancelable and non-transferable warrant to purchase 60,651 shares of our common
stock at the equivalent of the offering price.

(6) In November 1999, we issued 24,480 shares of our common stock to one of
our investors upon conversion of its 30% interest in Sports Warehouse, Inc.

II-3
<PAGE>

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement

**3.1 Form of Amended and Restated Certificate of Incorporation of OneSoft
Corporation

**3.2 Form of Amended and Restated Bylaws of OneSoft Corporation

4.1 Form of Common Stock Certificate of OneSoft Corporation

4.2 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws of the
Registrant defining the rights of holders of common stock of the
Registrant

4.3(a) Amendment One to Warrant to purchase 60,651 shares of common stock
of OnceSoft Corporation, issued to Deustsche Bank Securities Inc.

**4.3 Warrant to Purchase 60,651 shares of common stock of OneSoft
Corporation issued to Deutsche Bank Securities Inc.

5.1 Form of Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. with respect to the legality of securities being registered

**10.1 Second Amended and Restated 1997 Employee, Director and Consultant
Stock Option Plan

10.2 Employment Agreement between James W. MacIntyre, IV and the
Registrant

**10.3 Amended and Restated Employment Agreement between Frederick C.
Hawkins, III and the Registrant

**10.4 Employment Agreement between Jeffrey M. MacIntyre and the Registrant

**10.5 Employment Letter Agreement from the Registrant to Randall Pevin

**10.6 Employment Letter Agreement from the Registrant to Thomas E. Young

**10.7 Third Amended and Restated Investor Rights Agreement dated as of
August 13, 1999 by and among the Registrant, the holders of Series A
Preferred Stock, the holders of Series B Preferred Stock, the
holders of Series C Preferred Stock, and the holders of Common
Stock.

**10.8 Form of Incentive Stock Option Agreement of the Registrant

**10.9 Form of Non-Qualified Stock Option Agreement of the Registrant

**10.10 Separation Agreement by and between the Registrant and Richard
Borenstein

**10.11 Settlement Agreement by and between the Registrant and William
Langdon

**10.12 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 4,595 square feet, Annadale, Virginia

**10.13 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 1,860 square feet, Annadale, Virginia

**10.14 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 3,720 square feet, Annadale, Virginia

**10.15 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 1,476 square feet, Annadale, Virginia

**10.16 Sublease by and between Dover Corporation and the Registrant for a
portion of the 34th floor at 280 Park Avenue, New York, New York

**10.17 Sublease by and between the Registrant and NexTel Communications,
Inc. for 70,104 square feet in McLean, Virginia
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
**10.18 Regus Business Centre Service Agreement by and between the Registrant
and Regus Business Centre for one office in Santa Monica, California

**10.19 Loan and Pledge Agreement between the Registrant and James W.
MacIntyre, IV

**10.20 Loan and Pledge Agreement between the Registrant and Frederick C.
Hawkins III

**+10.21 Managed Application and Services Agreement by and between the
Registrant and SmartCruiser, LLC

**+10.22 Non-Binding Letter of Intent by and between Microsoft Corporation and
the Registrant

**+10.23 Master Alliance and License Agreement by and between USWeb/CKS and
the Registrant

**+10.24 Managed Application and Services Agreement between The Mark Group,
Inc. and the Registrant

**+10.25 Letter of Engagement from the Registrant to Maytag Corporation

**+10.26 Services Agreement by and between Phillips Publishing, Inc. and the
Registrant

**+10.27 JumpStart Training Program Agreement by and between Compaq Computer
Corporation and the Registrant

**+10.28 Services Agreement by and between the Registrant and Alloy Designs,
Inc.

**+10.29 Managed Application and Services Agreement by and between Skyway
Communications and the Registrant

**+10.30 License Agreement by and between Espanol.com, Inc. and the Registrant

**+10.31 Letter of Engagement from the Registrant to The Invus Group

**10.32 2000 Employee Stock Purchase Plan of the Registrant

10.33 Employment Agreement between John L. Wyatt and the Registrant

10.34 Regus Business Centre Service Agreement by and between the Registrant
and Regus Business Centre for four offices in Redwood Shores,
California

23.1 Consent of Ernst & Young LLP, Independent Auditors

23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see
Exhibit 5.1)

23.3 Consent of Shop.org and the Boston Consulting Group

**24.1 Powers of Attorney (See Signature Page)

**27.1 Financial Data Schedule
</TABLE>
- --------

** Previously filed with the SEC.
+ Confidential treatment requested from the SEC.

(b) Financial Statement Schedules

Financial Statements Schedules are omitted because the information is
included in the Financial Statements or notes thereto.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Amendment No.3 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
McLean, Commonwealth of Virginia, on the 13th day of March, 2000.

OneSoft Corporation

/s/ James W. MacIntyre, IV
By: _________________________________
James W. MacIntyre, IV
Chairman of the Board of
Directors,

and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ James W. MacIntyre, IV Chairman, Chief Executive March 13, 2000
______________________________________ Officer, and Treasurer
James W. MacIntyre, IV (principal executive
officer)

/s/ Frederick C. Hawkins, III Acting Chief Financial March 13, 2000
______________________________________ Officer (principal
Frederick C. Hawkins, III financial and accounting
officer)

* Director
______________________________________
Jeffrey M. MacIntyre

* Director
______________________________________
Henry D. Barratt, Jr.

* Director
______________________________________
Justin Hall-Tipping
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Director
______________________________________
A. Douglas Peabody

* Director
______________________________________
Stephen P. Rader

* Director
______________________________________
Thomas R. Hitchner

* Director
______________________________________
Carlos E. Cisneros
</TABLE>

*By:

/s/ James W. MacIntyre, IV March 13, 2000

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

James W. MacIntyre, IV

Attorney-In-Fact

II-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement

**3.1 Form of Amended and Restated Certificate of Incorporation of OneSoft
Corporation

**3.2 Form of Amended and Restated Bylaws of OneSoft Corporation

4.1 Form of Common Stock Certificate

**4.3 Warrant to Purchase 60,651 shares of common stock of OneSoft
Corporation issued to Deutsche Bank Securities Inc.

4.3(a) Amendment One to Warrant to Purchase 60,651 shares of common stock
of OneSoft Corporation, issued to Deutsche Bank Securities Inc.

5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. with
respect to the legality of securities being registered

**10.1 Second Amended and Restated 1997 Employee, Director and Consultant
Stock Option Plan

10.2 Employment Agreement between James W. MacIntyre, IV and the
Registrant

**10.3 Amended and Restated Employment Agreement between Frederick C.
Hawkins, III and the Registrant

**10.4 Employment Agreement between Jeffrey M. MacIntyre and the Registrant

**10.5 Employment Letter from the Registrant to Randall Pevin

**10.6 Employment Offer from the Registrant to Thomas E. Young

**10.8 Form of Incentive Stock Option Agreement of the Registrant

**10.9 Form of Non-Qualified Stock Option Agreement of the Registrant

**10.10 Separation Agreement by and between the Registrant and Richard
Borenstein

**10.11 Settlement Agreement by and between the Registrant and William
Langdon

**10.12 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 4,595 square feet, Annandale, Virginia

**10.13 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 1,860 square feet, Annandale, Virginia

**10.14 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 3,720 square feet, Annandale, Virginia

**10.15 Agreement of Lease between Annandale Financial Center Joint Venture
and the Registrant for 1,476 square feet, Annandale, Virginia

**10.16 Sublease by and between Dover Corporation and the Registrant for a
portion of the 34th floor at 280 Park Avenue, New York, New York
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------

<C> <S>
**10.17 Sublease by and between the Registrant and NexTel Communications,
Inc. for 70,104 square feet in McLean, Virginia

**10.18 Regus Business Centre Service Agreement by and between the Registrant
and Regus Business Centre for one office in Santa Monica, California

**10.19 Loan and Pledge Agreement between the Registrant and James W.
MacIntyre, IV

**10.20 Loan and Pledge Agreement between the Registrant and Frederick C.
Hawkins III

**+10.21 Managed Application and Services Agreement by and between the
Registrant and SmartCruiser, LLC

**+10.22 Non-Binding Letter of Intent by and between Microsoft Corporation and
the Registrant

**+10.23 Master Alliance and License Agreement by and between the Registrant
and USWeb Corporation

**+10.24 Managed Application and Services Agreement between the Registrant and
The Mark Group, Inc.

**+10.25 Letter of Engagement from the Registrant to Maytag Corporation

**+10.26 Services Agreement by and between the Registrant and Phillips
Publishing, Inc.

**+10.27 JumpStart Training Program Agreement by and between Compaq Computer
Corporation and the Registrant

**+10.28 Services Agreement by and between the Registrant and Alloy Designs,
Inc.

**+10.29 Managed Application and Services Agreement by and between Skyway
Communications and the Registrant

**+10.30 License Agreement by and between Espanol.com, Inc. and the Registrant

**+10.31 Letter of Engagement from the Registrant to The Invus Group

**10.32 2000 Employee Stock Purchase Plan of the Registrant

10.33 Employment Agreement between John L. Wyatt and the Registrant

10.34 Regus Business Centre Service Agreement by and between the Registrant
and Regus Business Centre for four offices in Redwood Shores,
California

23.1 Consent of Ernst & Young LLP

23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (see
Exhibit 5.1)

23.3 Consent of the Boston Consulting Group and Shop.Org

**24.1 Powers of Attorney (See Signature Page)

**27.1 Financial Data Schedule
</TABLE>
- --------
* To be filed by amendment.
** Previously filed with the SEC.
+ Confidential treatment requested from the SEC.

<PAGE>

Exhibit 1.1

_________________ Shares
OneSoft Corporation
Common Stock
($_____ Par Value)
FORM OF UNDERWRITING AGREEMENT
_______________, 2000

Deutsche Bank Securities Inc.
Friedman, Billings, Ramsey & Co., Inc.
SG Cowen Securities Corporation
SoundView Technology Group
As Representatives of the
Several Underwriters
c/o Deutsche Banc Alex Brown
101 Federal Street
15th Floor
Boston, Massachusetts 02110

Gentlemen:

OneSoft Corporation, a Delaware corporation (the "Company"), proposes to
sell to the several underwriters (the "Underwriters") named in Schedule I hereto
for whom you are acting as representatives (the "Representatives") an aggregate
of __________ shares of the Company's Common Stock, $.01 par value (the "Firm
Shares"). The respective amounts of the Firm Shares to be so purchased by the
several Underwriters are set forth opposite their names in Schedule I hereto.
The Company and certain shareholders of the Company (the "Selling Shareholders")
also propose to sell at the Underwriters' option up to __________ additional
shares of the Company's Common Stock (the "Option Shares") as set forth in
Schedule II. The Company and the Selling Shareholders are sometimes referred to
herein as the "Sellers".

As the Representatives, you have advised the Company and the Selling
Shareholders (a) that you are authorized to enter into this Agreement on behalf
of the several Underwriters, and (b) that the several Underwriters are willing,
acting severally and not jointly, to purchase the numbers of Firm Shares set
forth opposite their respective names in Schedule I, plus their pro rata portion
of the Option Shares if you elect to exercise the over-allotment option in whole
or in
<PAGE>

part for the accounts of the several Underwriters. The Firm Shares and the
Option Shares (to the extent the aforementioned option is exercised) are herein
collectively called the "Shares."

In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

-2-
<PAGE>

1. Representations and Warranties of the Company and the selling shareholders.
---------------------------------------------------------------------------

(a) The Company represents and warrants to each of the Underwriters as
follows:

(i) A registration statement on Form S-1 (File No. 333-___________)
with respect to the Shares has been carefully prepared by the Company in
conformity with the requirements of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") promulgated thereunder and
has been filed with the Commission. Copies of such registration statement,
including any amendments thereto, the preliminary prospectuses (meeting the
requirements of the Rules and Regulations) contained therein and the exhibits,
financial statements and schedules, as finally amended and revised, have
heretofore been delivered by the Company to you. Such registration statement,
together with any registration statement filed by the Company pursuant to Rule
462(b) of the Act, herein referred to as the "Registration Statement," which
shall be deemed to include all information omitted therefrom in reliance upon
Rule 430A and contained in the Prospectus referred to below, has become
effective under the Act and no post-effective amendment to the Registration
Statement has been filed as of the date of this Agreement. "Prospectus" means
(i) the form of prospectus first filed with the Commission pursuant to Rule
424(b) or (ii) the last preliminary prospectus included in the Registration
Statement filed prior to the time it becomes effective or filed pursuant to Rule
424(a) under the Act that is delivered by the Company to the Underwriters for
delivery to purchasers of the Shares, together with any term sheet or
abbreviated term sheet filed with the Commission pursuant to Rule 424(b)(7)
under the Act. Each preliminary prospectus included in the Registration
Statement prior to the time it becomes effective is herein referred to as a
"Preliminary Prospectus."

(ii) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Registration Statement. Each of the subsidiaries of
the Company as listed in Exhibit A hereto (collectively, the "Subsidiaries") has
been duly organized and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, with corporate power
and authority to own or lease its properties and conduct its business as
described in the Registration Statement. The Subsidiaries are the only
subsidiaries, direct or indirect, of the Company. The Company and each of the
Subsidiaries are duly qualified to transact business in all jurisdictions in
which the conduct of their business requires such qualification. The outstanding
shares of capital stock of each of the Subsidiaries have been duly authorized
and validly issued, are fully paid and non-assessable and are owned by the
Company free and clear of all liens, encumbrances and equities and claims; and
no options, warrants or other rights to purchase, agreements or other
obligations to issue or other rights to convert any obligations into shares of
capital stock or any other ownership interests in the Subsidiaries are
outstanding.

(iii) The outstanding shares of Common Stock of the Company, including
all shares to be sold by the Selling Shareholders, have been duly authorized and
validly issued and are fully paid and non-assessable; the portion of the Shares
to be issued and sold by the Company have been duly authorized and when issued
and paid for as contemplated herein will

-3-
<PAGE>

be validly issued, fully paid and non-assessable; and no preemptive rights of
stockholders exist with respect to any of the Shares or the issue and sale
thereof. Neither the filing of the Registration Statement nor the offering or
sale of the Shares as contemplated by this Agreement gives rise to any rights,
other than those which have been waived or satisfied, for or relating to the
registration of any shares of Common Stock.

(iv) The information set forth under the caption "Capitalization" in
the Prospectus is true and correct. All of the Shares conform to the description
thereof contained in the Registration Statement. The form of certificates for
the Shares conforms to the corporate law of the jurisdiction of the Company's
incorporation.

(v) The Commission has not issued an order preventing or suspending
the use of any Prospectus relating to the proposed offering of the Shares nor
instituted proceedings for that purpose. The Registration Statement contains,
and the Prospectus and any amendments or supplements thereto will contain, all
statements which are required to be stated therein by, and will conform, to the
requirements of the Act and the Rules and Regulations. The Registration
Statement and any amendment thereto do not contain, and will not contain, any
untrue statement of a material fact and do not omit, and will not omit, to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus and any amendments and
supplements thereto do not contain, and will not contain, any untrue statement
of material fact; and do not omit, and will not omit, to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties as to
information contained in or omitted from the Registration Statement or the
Prospectus, or any such amendment or supplement, in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf of
any Underwriter through the Representatives, specifically for use in the
preparation thereof.

(vi) The consolidated financial statements of the Company and the
Subsidiaries, together with related notes and schedules as set forth in the
Registration Statement, present fairly the financial position and the results of
operations and cash flows of the Company and the consolidated Subsidiaries, at
the indicated dates and for the indicated periods. Such financial statements and
related schedules have been prepared in accordance with generally accepted
principles of accounting, consistently applied throughout the periods involved,
except as disclosed herein, and all adjustments necessary for a fair
presentation of results for such periods have been made. The summary financial
and statistical data included in the Registration Statement presents fairly the
information shown therein and such data has been compiled on a basis consistent
with the financial statements presented therein and the books and records of the
Company. The pro forma financial statements and other pro forma financial
information included in the Registration Statement and the Prospectus present
fairly the information shown therein, have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial
statements, have been properly compiled on the pro forma bases described
therein, and, in the opinion of the Company, the assumptions used in the
preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions or circumstances referred to
therein.

-4-
<PAGE>

(vii) Ernst & Young LLP, who have certified certain of the financial
statements filed with the Commission as part of the Registration Statement, are
independent public accountants as required by the Act and the Rules and
Regulations.

(viii) There is no action, suit, claim or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of the
Subsidiaries before any court or administrative agency or otherwise and, to the
knowledge of the Company, there is no claim for indemnification pending or
threatened against the Company in connection with the recapitalization of the
Company, which if determined adversely to the Company or any of its Subsidiaries
might result in any material adverse change in the earnings, business,
management, properties, assets, rights, operations, condition (financial or
otherwise) or prospects of the Company and of the Subsidiaries taken as a whole
or prevent the consummation of the transactions contemplated hereby, except as
set forth in the Registration Statement.

(ix) The Company and the Subsidiaries have good and marketable title
to all of the properties and assets reflected in the financial statements (or as
described in the Registration Statement) hereinabove described, subject to no
lien, mortgage, pledge, charge or encumbrance of any kind except those reflected
in such financial statements (or as described in the Registration Statement) or
which are not material in amount. The Company and the Subsidiaries occupy their
leased properties under valid and binding leases conforming in all material
respects to the description thereof set forth in the Registration Statement.

(x) The Company and the Subsidiaries have filed all Federal, State,
local and foreign income tax returns which have been required to be filed and
have paid all taxes indicated by said returns and all assessments received by
them or any of them to the extent that such taxes have become due and are not
being contested in good faith. All tax liabilities have been adequately provided
for in the financial statements of the Company.

(xi) Since the respective dates as of which information is given in
the Registration Statement, as it may be amended or supplemented, there has not
been any material adverse change or any development involving a prospective
material adverse change in or affecting the earnings, business, management,
properties, assets, rights, operations, condition (financial or otherwise), or
prospects of the Company and its Subsidiaries taken as a whole, whether or not
occurring in the ordinary course of business, and there has not been any
material transaction entered into or any material transaction that is probable
of being entered into by the Company or the Subsidiaries, other than
transactions in the ordinary course of business and changes and transactions
described in the Registration Statement, as it may be amended or supplemented.
The Company and the Subsidiaries have no material contingent obligations which
are not disclosed in the Company's financial statements which are included in
the Registration Statement.

(xii) Neither the Company nor any of the Subsidiaries is or with the
giving of notice or lapse of time or both, will be, in violation of or in
default under its Charter or By-Laws or under any agreement, lease, contract,
indenture or other instrument or obligation to which it is a party or by which
it, or any of its properties, is bound and which default is of material
significance in respect of the condition, financial or otherwise of the Company
and the Subsidiaries taken as a whole or the business, management, properties,
assets, rights, operations,

-5-
<PAGE>

condition (financial or otherwise) or prospects of the Company and the
Subsidiaries taken as a whole. The execution and delivery of this Agreement and
the consummation of the transactions herein contemplated and the fulfillment of
the terms hereof will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust or other agreement or instrument to which the Company or any
Subsidiary is a party, or of the Charter or By-Laws of the Company or any order,
rule or regulation applicable to the Company or any Subsidiary of any court or
of any regulatory body or administrative agency or other governmental body
having jurisdiction.

(xiii) Each approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the
Company of this Agreement and the consummation of the transactions herein
contemplated (except such additional steps as may be required by the Commission
or the National Association of Securities Dealers, Inc. (the "NASD") has been
obtained or made and is in full force and effect.

(xiv) The Company and each of the Subsidiaries holds all material
licenses, certificates and permits from governmental authorities which are
necessary to the conduct of their businesses; and neither the Company nor any of
the Subsidiaries has infringed any patents, patent rights, trade names,
trademarks or copyrights, which infringement is material to the business of the
Company and the Subsidiaries taken as a whole. The Company knows of no material
infringement by others of patents, patent rights, trade names, trademarks or
copyrights owned by or licensed to the Company.

(xv) Neither the Company, nor to the Company's best knowledge, any of
its affiliates, has taken or may take, directly or indirectly, any action
designed to cause or result in, or which has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of the shares of Common Stock to facilitate the sale or resale of the
Shares.

(xvi) Neither the Company nor any Subsidiary is an "investment company"
within the meaning of such term under the Investment Company Act of 1940, as
amended (the "1940 Act") and the rules and regulations of the Commission
thereunder.

(xvii) The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(xviii)The Company and each of its Subsidiaries carry, or are covered
by, insurance in such amounts and covering such risks as is adequate for the
conduct of their respective businesses and the value of their respective
properties and as is customary for companies engaged in similar industries.

-6-
<PAGE>

(xix) The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
with respect to any "pension plan" (as defined in ERISA) for which the Company
would have any liability; the Company has not incurred and does not expect to
incur liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the "Code"); and each "pension plan" for which the
Company would have any liability that is intended to be qualified under Section
401(a) of the Code is so qualified in all material respects and nothing has
occurred, whether by action or by failure to act, which would cause the loss of
such qualification.

(xx)

(A) To the best of the Company's knowledge and belief, except
as otherwise disclosed in writing to the Underwriters, (A) each of the Company
and its Subsidiaries has conducted its business in compliance with applicable
Environmental Laws (as defined below), including without limitation, having all
permits, licenses and other approvals and authorizations necessary for the
operation of their respective businesses as presently conducted, (B) none of the
properties owned by the Company and its Subsidiaries contain any Hazardous
Substance (as defined below) as a result of any activity of the Company or any
of its Subsidiaries in amounts exceeding the levels permitted by applicable
Environmental Laws, (C) the Company and its Subsidiaries have not received any
notices, demand letters or requests for information from any Federal, state,
local or foreign governmental entity or third party indicating that it may be in
violation of, or liable under, any Environmental Law in connection with the
ownership or operation of its business, (D) there are no civil, criminal or
administrative actions, suits, demands, claims, hearings, investigations or
proceedings pending or threatened, against the Company or any of the
Subsidiaries relating to any violation, or alleged violation, of any
Environmental Law, (E) no reports have been filed, or are required to be filed,
by the Company or any of the Subsidiaries concerning the release of any
Hazardous Substance or the threatened or actual violation of any Environmental
Law, (F) no Hazardous Substance has been disposed of, released or transported in
violation of any applicable Environmental Law from any properties owned by the
Company or any of the Subsidiaries as a result of any activity of the Company or
of any of the Subsidiaries during the time such properties were owned, leased,
or operated by the Company or any of the Subsidiaries, (G) there have been no
environmental investigations, studies, audits, tests, reviews or other analysis
regarding compliance or non-compliance with any applicable Environmental Law
conducted by or which are in the possession of the Company or any of the
Subsidiaries relating to the activities of the Company or any of the
Subsidiaries (H) there are no underground storage tanks on, in or under any
properties owned by Company or any of its Subsidiaries and no underground
storage tanks have been closed or removed from any of such properties during the
time such properties were owned, leased or operated by the Company or any of its
Subsidiaries, (I) there is no asbestos or asbestos containing material present
in any of the properties owned by the Company or any of its Subsidiaries, and no
asbestos has been removed from any of such

-7-
<PAGE>

properties during the time such properties were owned, leased or operated by it,
and (J) neither the Company nor any of its Subsidiaries nor any of their
respective properties are subject to any material liabilities or expenditures
(fixed or contingent) relating to any suit, settlement, court order,
administrative order, regulatory requirement, judgment or claim asserted or
arising under any Environmental Law, except for violations of the foregoing
clauses (A) through (J) that, singly or in the aggregate, would not reasonably
be expected to have a material adverse effect on the condition or (financial or
otherwise) business, management, properties, assets, rights, operations or
prospects of the Company and its Subsidiaries taken as a whole.

(B) As used herein, "Environmental Law" means any Federal,
State, local or foreign law, statute, ordinance, rule, regulation, code,
license, permit, authorization, approval, consent, legal doctrine, order,
judgment, decree, injunction, requirement or agreement with any governmental
entity relating to (A) the protection, preservation or restoration of the
environment (including, without limitation, air, water vapor, surface water,
groundwater, drinking water supply, surface land, subsurface land, plant and
animal life or any other nature resource) or to human health or safety or (B)
the exposure to, or the use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production, release or disposal
of Hazardous Substances, in each case as amended as in effect on the Closing
Date. The term Environmental Law includes, without limitation, (X) the Federal
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Superfund Amendments and Reauthorization Act, the Federal Water Pollution
Control Act, the Federal Resource Conservation and Recovery Act of 1976
(including the Hazardous and Solid Waste Amendments thereto), the Federal Solid
Waste Disposal and the Federal Toxic Substances Control Act, the Federal
Insecticide, Fungicide and Rodenticide Act, the Federal Occupational Safety and
Health Act of 1970, each as amended and as in effect on the Closing Date, and
(Y) any common law or equitable doctrine (including, without limitation,
injunctive relief and tort doctrines such as negligence, nuisance, trespass and
strict liability) that may impose liability or obligations for injuries or
damages due to, or threatened as a result of, the presence of, effects of or
exposure to any Hazardous Substance.

(C) As used herein, "Hazardous Substance" means any substance
presently or hereafter listed, defined, designated, or classified as hazardous,
toxic, radioactive, or dangerous, or otherwise regulated, under any
Environmental Law. Hazardous Substance includes any substance to which exposure
is regulated by any governmental authority or any Environmental Law including,
without limitation, any toxic waste, pollutant, contaminant, hazardous
substance, toxic substance, hazardous waste, special waste, industrial substance
or petroleum or any derivative or by-product thereof, radon, radioactive
material, asbestos or asbestos containing material, urea, formaldehyde, foam
insulation, lead or polychlorinated biphenyls.

(b) Each of the Selling Shareholders severally represents and warrants as
follows:

(i) Such Selling Shareholder now has and at the Option Closing Date
(as such date is hereinafter defined) will have good and marketable title to the
Option Shares to be sold by

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<PAGE>

such Selling Shareholder, free and clear of any liens, encumbrances, equities
and claims, and full right, power and authority to effect the sale and delivery
of such Option Shares; and upon the delivery of, against payment for, such
Option Shares pursuant to this Agreement, the Underwriters will acquire good and
marketable title thereto, free and clear of any liens, encumbrances, equities
and claims.

(ii) Such Selling Shareholder has full right, power and authority to
execute and deliver this Agreement, the Power of Attorney and the Custodian
Agreement referred to below and to perform its obligations under such
Agreements. The execution and delivery of this Agreement and the consummation by
such Selling Shareholder of the transactions herein contemplated and the
fulfillment by such Selling Shareholder of the terms thereof will not require
any consent, approval, authorization, or other order of any court, regulatory
body, administrative agency or other governmental body (except as may be
required under the Act and will not result in a breach of any of the terms and
provisions of, or constitute a default under, organizational documents of such
Selling Shareholder, if not an individual, or any indenture, mortgage, deed of
trust or other agreement or instrument to which such Selling Shareholder is a
party, or of any order, rule or regulation applicable to such Selling
Shareholder of any court or of any regulatory body or administrative agency or
other governmental body having jurisdiction.

(iii) Such Selling Shareholder has not taken and will not take,
directly or indirectly, any action designed to, or which has constituted, or
which might reasonably be expected to cause or result in the stabilization or
manipulation of the price of the common Stock of the Company and, other than as
permitted by the Act, the Selling Shareholder will not distribute any prospectus
or other offering material in connection with the offering of the Shares.

(iv) Without having undertaken to determine independently the accuracy
or completeness of either the representations and warranties of the Company
contained herein or the information contained in the Registration Statement,
such Selling Shareholder has no reason to believe that the representations and
warranties of the Company contained in this Section 1 are not true and correct,
is familiar with the Registration Statement and has no knowledge of any material
fact, condition or information not disclosed in the Registration Statement which
has adversely affected or may adversely affect the business of the Company or
any of the Subsidiaries; and the sale of the Option Shares by such Selling
Shareholder pursuant hereto is not prompted by any information concerning the
Company or any of the Subsidiaries which is not set forth in the Registration
Statement. The information pertaining to such Selling Shareholder under the
caption "Principal and Selling Shareholders" in the Prospectus is complete and
accurate in all material respects.

2. Purchase, Sale and Delivery of the Shares.
------------------------------------------
(a) On the basis of the representations, warranties and covenants herein
contained, and subject to the conditions herein set forth, the Company agrees to
sell to the Underwriters and each Underwriter agrees, severally and not jointly,
to purchase, at a price of $_____ per share, the number of Firm Shares set forth
opposite the name of each Underwriter in Schedule I hereof, subject to
adjustments in accordance with Section 9 hereof.

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<PAGE>

(b) Payment for the Firm Shares to be sold hereunder is to be made in same
day funds via wire transfer to the order of the Company against delivery of
certificates therefor to the Representatives for the several accounts of the
Underwriters. Such payment and delivery are to be made at the offices of
Deutsche Bank Securities Inc., 101 Federal Street, 15th Floor, Boston,
Massachusetts, 02110 at 10:00 a.m., Boston time, on the third business day after
the date of this Agreement or at such other time and date not later than five
business days thereafter as you and the Company shall agree upon, such time and
date being herein referred to as the "Closing Date." (As used herein, "business
day" means a day on which the New York Stock Exchange is open for trading and on
which banks in New York are open for business and are not permitted by law or
executive order to be closed.) The certificates for the Firm Shares will be
delivered in such denominations and in such registrations as the Representatives
request in writing not later than the second full business day prior to the
Closing Date, and will be made available for inspection by the Representatives
at least one business day prior to the Closing Date.

(c) In addition, on the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
and certain Selling Shareholders hereby grant an option to the several
Underwriters to purchase the Option Shares at the price per share as set forth
in paragraph (a) of this Section 2. The maximum number of Option Shares to be
sold by the Company and the Selling Shareholders is set forth opposite their
respective names on Schedule II hereto. The option granted hereby may be
exercised in whole or in part by giving written notice (i) at any time before
the Closing Date and (ii) only once thereafter within 30 days after the date of
this Agreement, by you, as Representatives of the several Underwriters, to the
Company the Attorney-in-Fact, and the Custodian (as that term is hereinafter
defined) setting forth the number of Option Shares as to which the several
Underwriters are exercising the option, the names and denominations in which the
Option Shares are to be registered and the time and date at which such
certificates are to be delivered. If the option granted hereby is exercised in
part, the respective number of Option Shares to be sold by the Company and each
of the Selling Shareholders listed in Schedule II hereto shall be determined on
a pro rata basis in accordance with the percentages set forth opposite their
names on Schedule II, adjusted by you in such manner as to avoid fractional
shares. The time and date at which certificates for Option Shares are to be
delivered shall be determined by the Representatives but shall not be earlier
than three nor later than 10 full business days after the exercise of such
option, nor in any event prior to the Closing Date (such time and date being
herein referred to as the "Option Closing Date"). If the date of exercise of the
option is three or more days before the Closing Date, the notice of exercise
shall set the Closing Date as the Option Closing Date. The number of Option
Shares to be purchased by each Underwriter shall be in the same proportion to
the total number of Option Shares being purchased by the Underwriters as a group
as the number of Firm Shares being purchased by such Underwriter bears to the
total number of Firm Shares, adjusted by you in such manner as to avoid
fractional shares. The option with respect to the Option Shares granted
hereunder may be exercised only to cover over-allotments in the sale of the Firm
Shares by the Underwriters. You, as Representatives of the several Underwriters,
may cancel such option at any time prior to its expiration by giving written
notice of such cancellation to the Company and the Attorney-in-Fact. To the
extent, if any, that the option is exercised, payment for the Option Shares
shall be made on the Option Closing Date in same day funds via wire transfer to
the order of the Company the Option Shares to be sold by it and to the order of
"_____________________, as Custodian" for the Option Shares to be sold

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<PAGE>

by the Selling Shareholders against delivery of certificates therefor at the
offices of Deutsche Bank Securities Inc., 101 Federal Street, 15th Floor,
Boston, Massachusetts, 02110.

(d) Certificates in negotiable form for the total number of the Option
Shares to be sold hereunder by the Selling Shareholders have been placed in
custody with ___________________________ as custodian (the "Custodian") pursuant
to the Custodian Agreement executed by each Selling Shareholder for delivery of
all Option Shares to be sold hereunder by the Selling Shareholders. Each of the
Selling Shareholders specifically agrees that the Option Shares represented by
the certificates held in custody for the Selling Shareholders under the
Custodian Agreement are subject to the interests of the Underwriters hereunder,
that the arrangements made by the Selling Shareholders for such custody are to
that extent irrevocable, and that the obligations of the Selling Shareholders
hereunder shall not be terminable by any act or deed of the Selling Shareholders
(or by any other person, firm or corporation including the Company, the
Custodian or the Underwriters) or by operation of law (including the death of an
individual Selling Shareholder or the dissolution of a corporate Selling
Shareholder) or by the occurrence of any other event or events, except as set
forth in the Custodian Agreement. If any such event should occur prior to the
delivery to the Underwriters of the Option Shares hereunder, certificates for
the Option Shares, shall be delivered by the Custodian in accordance with the
terms and conditions of this Agreement as if such event has not occurred. The
Custodian is authorized to receive and acknowledge receipt of the proceeds of
sale of the Option Shares held by it against delivery of such Shares.

(e) If on the Option Closing Date, any Selling Shareholder fails to sell
the Option Shares which such Selling Shareholder has agreed to sell on such date
as set forth in Schedule II hereto, the Company agrees that it will sell or
arrange for the sale of that number of shares of Common Stock to the
Underwriters which represents the Option Shares which such Selling Shareholder
has failed to so sell, as set forth in Schedule II hereto, or such lesser number
as may be requested by the Representatives.

3. Offering by the Underwriters.
-----------------------------

It is understood that the several Underwriters are to make a public
offering of the Firm Shares as soon as the Representatives deem it advisable to
do so. The Firm Shares are to be initially offered to the public at the initial
public offering price set forth in the Prospectus. The Representatives may from
time to time thereafter change the public offering price and other selling
terms. To the extent, if at all, that any Option Shares are purchased pursuant
to Section 2 hereof, the Underwriters will offer them to the public on the
foregoing terms.

It is further understood that you will act as the Representatives for the
Underwriters in the offering and sale of the Shares in accordance with a Master
Agreement Among Underwriters entered into by you and the several other
Underwriters.

4. Covenants of the Company and the selling shareholders.
------------------------------------------------------
(a) The Company covenants and agrees with the several Underwriters that:

(i) The Company will (A) use its best efforts to cause the
Registration Statement to become effective or, if the procedure in Rule 430A of
the Rules and Regulations is

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<PAGE>

followed, to prepare and timely file with the Commission under Rule 424(b) of
the Rules and Regulations a Prospectus in a form approved by the Representatives
containing information previously omitted at the time of effectiveness of the
Registration Statement in reliance on Rule 430A of the Rules and Regulations and
(B) not file any amendment to the Registration Statement or supplement to the
Prospectus of which the Representatives shall not previously have been advised
and furnished with a copy or to which the Representatives shall have reasonably
objected in writing or which is not in compliance with the Rules and
Regulations.

(ii) The Company will advise the Representatives promptly (A) when the
Registration Statement or any post-effective amendment thereto shall have become
effective, (B) of receipt of any comments from the Commission, (C) of any
request of the Commission for amendment of the Registration Statement or for
supplement to the Prospectus or for any additional information, and (D) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the use of the Prospectus or of the institution of any
proceedings for that purpose. The Company will use its best efforts to prevent
the issuance of any such stop order preventing or suspending the use of the
Prospectus and to obtain as soon as possible the lifting thereof, if issued.

(iii) The Company will deliver to, or upon the order of, the
Representatives, from time to time, as many copies of any Preliminary Prospectus
as the Representatives may reasonably request. The Company will deliver to, or
upon the order of, the Representatives during the period when delivery of a
Prospectus is required under the Act, as many copies of the Prospectus in final
form, or as thereafter amended or supplemented, as the Representatives may
reasonably request. The Company will deliver to the Representatives at or before
the Closing Date, four signed originals of the Registration Statement and all
amendments thereto including all exhibits filed therewith, and will deliver to
the Representatives such number of copies of the Registration Statement
(including such number of copies of the exhibits filed therewith that may
reasonably be requested), and of all amendments thereto, as the Representatives
may reasonably request.

(iv) The Company will comply with the Act and the Rules and
Regulations, the Securities Exchange Act of 1934 (the "Exchange Act"), and the
rules and regulations of the Commission thereunder, so as to permit the
completion of the distribution of the Shares as contemplated in this Agreement
and the Prospectus. If during the period in which a prospectus is required by
law to be delivered by an Underwriter or dealer, any event shall occur as a
result of which, in the judgment of the Company or in the reasonable opinion of
the Underwriters, it becomes necessary to amend or supplement the Prospectus in
order to make the statements therein, in light of the circumstances existing at
the time the Prospectus is delivered to a purchaser, not misleading, or, if it
is necessary at any time to amend or supplement the Prospectus to comply with
any law, the Company promptly will prepare and file with the Commission an
appropriate amendment to the Registration Statement or supplement to the
Prospectus so that the Prospectus as so amended or supplemented will not, in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with the law.

(v) The Company will make generally available to its security
holders, as soon as it is practicable to do so, but in any event not later than
15 months after the effective date

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<PAGE>

of the Registration Statement, an earnings statement (which need not be audited)
in reasonable detail, covering a period of at least 12 consecutive months
beginning after the effective date of the Registration Statement, which earnings
statement shall satisfy the requirements of Section 11(a) of the Act and Rule
158 of the Rules and Regulations and will advise you in writing when such
statement has been so made available.

(vi) The Company will, for a period of five years from the Closing
Date, deliver to the Representatives copies of annual reports and copies of all
other documents, reports and information furnished by the Company to its
stockholders or filed with any securities exchange pursuant to the requirements
of such exchange or with the Commission pursuant to the Act or the Exchange Act.
The Company will deliver to the Representatives similar reports with respect to
significant subsidiaries, as that term is defined in the Rules and Regulations,
which are not consolidated in the Company's financial statements.

(vii) No offering, sale, short sale or other disposition of any shares
of Common Stock of the Company or other securities convertible into or
exchangeable or exercisable for shares of Common Stock or derivative of Common
Stock (or agreement for such) will be made for a period of 180 days after the
date of this Agreement, directly or indirectly, by the Company otherwise than
hereunder or with the prior written consent of Deutsche Bank Securities Inc.

(viii)The Company will use its best efforts to arrange for the
quotation of, subject to notice of issuance, the Shares on the Nasdaq Stock
Market.

(ix) The Company has caused each officer and director and certain
shareholders of the Company to furnish to you, on or prior to the date of this
Agreement, a letter or letters, in form and substance satisfactory to the
Underwriters, pursuant to which each such person shall agree not to offer, sell,
sell short, pledge or otherwise dispose (collectively, "Lockup Transactions") of
any shares of Common Stock of the Company or other capital stock of the Company,
or any other securities convertible, exchangeable or exercisable for Common
Shares or derivative of Common Shares owned by such person (collectively, the
"Securities") or request the registration for the offer or sale of any of the
foregoing (or as to which such person has the right to direct the disposition
of) for a period of 180 days after the date of this Agreement, directly or
indirectly, except with the prior written consent of Deutsche Bank Securities
Inc. (the "Lockup Agreements").

(x) The Company shall apply the net proceeds of its sale of the
Shares as set forth in the Prospectus and shall file such reports with the
Commission with respect to the sale of the Shares and the application of the
proceeds therefrom as may be required in accordance with Rule 463 under the Act.

(xi) The Company shall not invest, or otherwise use the proceeds
received by the Company from its sale of the Shares in such a manner as would
require the Company or any of the Subsidiaries to register as an investment
company under the 1940 Act.

(xii) The Company will maintain a transfer agent and, if necessary
under the jurisdiction of incorporation of the Company, a registrar for the
Common Stock.

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<PAGE>

(xiii)The Company will not take, directly or indirectly, any action
designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.

(b) Each of the Selling Shareholders covenants and agrees with the several
Underwriters that:

(i) No offering, sale, short sale, pledge or other disposition of any
shares of Common Stock of the Company or other capital stock of the Company or
other securities convertible, exchangeable or exercisable for Common Stock or
derivative of Common Stock owned by the Selling Shareholder or request the
registration for the offer or sale of any of the foregoing (or as to which the
Selling Shareholder has the right to direct the disposition of) will be made for
a period of 180 days after the date of this Agreement, directly or indirectly,
by such Selling Shareholder otherwise than hereunder or with the prior written
consent of Deutsche Bank Securities Inc.

(ii) In order to document the Underwriters' compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 and the Interest and Dividend Tax Compliance Act of 1983 with
respect to the transactions herein contemplated, each of the Selling
Shareholders agrees to deliver to you prior to or at the Option Closing Date a
properly completed and executed United States Treasury Department Form W-9 (or
other applicable form or statement specified by Treasury Department regulations
in lieu thereof).

(iii) Such Selling Shareholder will not take, directly or indirectly,
any action designed to cause or result in, or that has constituted or might
reasonably be expected to constitute, the stabilization or manipulation of the
price of any securities of the Company.

5. Costs and Expenses.
-------------------

The Company will pay all costs, expenses and fees incident to the
performance of the obligations of the Sellers under this Agreement, including,
without limiting the generality of the foregoing, the following: accounting
fees of the Company; the fees and disbursements of counsel for the Company and
the Selling Shareholders; the cost of printing and delivering to, or as
requested by, the Underwriters copies of the Registration Statement, Preliminary
Prospectuses, the Prospectus, this Agreement and the Underwriters' Invitation
Letter; the filing fee of the Commission; the filing fee of the NASD and the
Listing Fee of the Nasdaq Stock Market. The Selling Shareholders have agreed
with the Company to reimburse the Company for a portion of such expenses. To
the extent, if at all, that any of the Selling Shareholders engage special legal
counsel to represent them in connection with this offering, the fees and
expenses of such counsel shall be borne by such Selling Shareholder. Any
transfer taxes imposed on the sale of the Shares to the several Underwriters
will be paid by the Sellers pro rata. The Sellers shall not, however, be
required to pay for any of the Underwriter's expenses except that, if this
Agreement shall not be consummated because the conditions in Section 6 hereof
are not satisfied, or because this Agreement is terminated by the
Representatives pursuant to Section 11 hereof, or by reason of any failure,
refusal or inability on the part of the Company or the Selling Shareholders to
perform any undertaking or satisfy any condition of this Agreement or to comply
with any of the terms hereof on their part to be performed, unless such failure
to satisfy said

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<PAGE>

condition or to comply with said terms is due to the default or omission of any
Underwriter, then the Company shall reimburse the several Underwriters for their
reasonable out-of-pocket expenses, including fees and disbursements of counsel,
reasonably incurred in connection with investigating, marketing and proposing to
market the Shares or in contemplation of performing their obligations hereunder;
but in no event shall the Company and the Selling Shareholders be liable to any
of the several Underwriters for damages on account of the Underwriters' loss of
anticipated profits from the sale by them of the Shares.

6. Conditions of Obligations of the Underwriters.
----------------------------------------------

The several obligations of the Underwriters to purchase the Firm Shares on
the Closing Date and the Option Shares, if any, on the Option Closing Date are
subject to the accuracy, as of the Closing Date or the Option Closing Date, as
the case may be, of the representations and warranties of the Company and the
Selling Shareholders contained herein, and to the performance by the Company and
the Selling Shareholders of their covenants and obligations hereunder and to the
following additional conditions:

(a) The Registration Statement and all post-effective amendments thereto
shall have become effective; and any and all filings required by Rule 424 and
Rule 430A of the Rules and Regulations shall have been made, and any request of
the Commission for additional information (to be included in the Registration
Statement or otherwise) shall have been disclosed to the Representatives and
complied with to their reasonable satisfaction. No stop order suspending the
effectiveness of the Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall have been taken or,
to the knowledge of the Company or the Selling Shareholders, shall be
contemplated by the Commission and no injunction, restraining order, or order of
any nature by a Federal or state court of competent jurisdiction shall have been
issued as of the Closing Date which would prevent the issuance of the Shares.

(b) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, the opinions of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo PC, counsel for the Company and the Selling
Shareholders, dated the Closing Date or the Option Closing Date, as the case may
be, addressed to the Underwriters (and stating that it may be relied upon by
counsel to the Underwriters) to the effect that:

(i) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the Registration Statement; each of the Subsidiaries
has been duly organized and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, with corporate
power and authority to own or lease its properties and conduct its business as
described in the Registration Statement; the Company and each of the
Subsidiaries are duly qualified to transact business in all jurisdictions in
which the conduct of their business requires such qualification, or in which the
failure to qualify would have a materially adverse effect upon the business of
the Company and the Subsidiaries taken as a whole; and the outstanding shares of
capital stock of each of the Subsidiaries have been duly authorized and validly
issued and are fully paid and non-assessable and are owned by the Company; and,
to the best of such counsel's

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<PAGE>

knowledge, the outstanding shares of capital stock of each of the Subsidiaries
is owned free and clear of all liens, encumbrances and equities and claims, and
no options, warrants or other rights to purchase, agreements or other
obligations to issue or other rights to convert any obligations into any shares
of capital stock or of any other ownership interests in the Subsidiaries are
outstanding.

(ii) The Company has authorized and outstanding capital stock as set
forth under the caption "Capitalization" in the Prospectus; the authorized
shares of the Company's Common Stock have been duly authorized; the outstanding
shares of the Company's Common Stock, including the Option Shares to be sold by
the Selling Stockholders, have been duly authorized and validly issued and are
fully paid and non-assessable; all of the Shares conform to the description
thereof contained in the Prospectus; the certificates for the Shares, assuming
they are in the form filed with the Commission, are in due and proper form; the
shares of Common Stock, including the Option Shares, if any, to be sold by the
Company pursuant to this Agreement have been duly authorized and will be validly
issued, fully paid and non-assessable when issued and paid for as contemplated
by this Agreement; and no preemptive rights of stockholders exist with respect
to any of the Shares or the issue or sale thereof.

(iii) Except as described in or contemplated by the Prospectus, to the
knowledge of such counsel, there are no outstanding securities of the Company
convertible or exchangeable into or evidencing the right to purchase or
subscribe for any shares of capital stock of the Company and there are no
outstanding or authorized options, warrants or rights of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of such stock; and except as described in the
Prospectus, to the knowledge of such counsel, no holder of any securities of the
Company or any other person has the right, contractual or otherwise, which has
not been satisfied or effectively waived, to cause the Company to sell or
otherwise issue to them, or to permit them to underwrite the sale of, any of the
Shares or the right to have any Common Shares or other securities of the Company
included in the Registration Statement or the right, as a result of the filing
of the Registration Statement, to require registration under the Act of any
shares of Common Stock or other securities of the Company.

(iv) The Registration Statement has become effective under the Act
and, to the best of the knowledge of such counsel, no stop order proceedings
with respect thereto have been instituted or are pending or threatened under the
Act.

(v) The Registration Statement, the Prospectus and each amendment or
supplement thereto comply as to form in all material respects with the
requirements of the Act and the Rules and Regulations and the applicable rules
and regulations of the Commission thereunder (except that such counsel need
express no opinion as to the financial statements and related schedules included
therein).

(vi) The statements under the captions "Business--Channel and Alliance
Partners", "Business--Clients", "Management--Director Compensation",
"Management--Employee Benefit Plans", "Management--Employment Agreements",
"Management--Severance Agreement", "Certain Relationships and Related
Transactions," "Description of Capital Stock" and "Shares Eligible for Future
Sale" in the Prospectus, insofar as such

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<PAGE>

statements constitute a summary of documents referred to therein or matters of
law, fairly summarize in all material respects the information called for with
respect to such documents and matters.

(vii) Such counsel does not know of any contracts or documents required
to be filed as exhibits to the Registration Statement or described in the
Registration Statement or the Prospectus which are not so filed or described as
required, and such contracts and documents as are summarized in the Registration
Statement or the Prospectus are fairly summarized in all material respects.

(viii)Such counsel knows of no material legal or governmental
proceedings pending or threatened against the Company or any of the Subsidiaries
except as set forth in the Prospectus.

(ix) The execution and delivery of this Agreement and the consummation
of the transactions herein contemplated do not and will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, the Charter or By-Laws of the Company, or any agreement or instrument
known to such counsel to which the Company or any of the Subsidiaries is a party
or by which the Company or any of the Subsidiaries may be bound.

(x) This Agreement has been duly authorized, executed and delivered
by the Company.

(xi) No approval, consent, order, authorization, designation,
declaration or filing by or with any regulatory, administrative or other
governmental body is necessary in connection with the execution and delivery of
this Agreement and the consummation of the transactions herein contemplated
(other than as may be required by the NASD as to which such counsel need express
no opinion) except such as have been obtained or made, specifying the same.

(xii) The Company is not, and will not become, as a result of the
consummation of the transactions contemplated by this Agreement, and application
of the net proceeds therefrom as described in the Prospectus, required to
register as an investment company under the 1940 Act.

(xiii)This Agreement has been duly authorized, executed and delivered
on behalf of the Selling Shareholders.

(xiv) Each Selling Shareholder has full legal right, power and
authority, and any approval required by law, to sell, assign, transfer and
deliver the portion of the Option Shares to be sold by such Selling Shareholder.

(xv) The Custodian Agreement and the Power of Attorney executed and
delivered by each Selling Shareholder is valid and binding.

(xvi) The Underwriters (assuming that they are bona fide purchasers
within the meaning of the Uniform Commercial Code) have acquired good and
marketable title

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<PAGE>

to the Option Shares being sold by each Selling Shareholder on the Option
Closing Date free and clear of all liens, encumbrances, equities and claims.

In rendering such opinion, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC
may rely as to matters governed by the laws of states other than Delaware or
Federal laws on local counsel in such jurisdictions and as to the matters set
forth in subparagraphs (xiii), (xiv) and (xv) on opinions of other counsel
representing the respective Selling Shareholders, provided that in each case
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC shall state that they believe
that they and the Underwriters are justified in relying on such other counsel.
In addition to the matters set forth above, such opinion shall also include a
statement to the effect that nothing has come to the attention of such counsel
which leads them to believe that (i) the Registration Statement, at the time it
became effective under the Act (but after giving effect to any modifications
incorporated therein pursuant to Rule 430A under the Act) and as of the Closing
Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(ii) the Prospectus, or any supplement thereto, on the date it was filed
pursuant to the Rules and Regulations and as of the Closing Date or the Option
Closing Date, as the case may be, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements, in the light of the circumstances under which they are made, not
misleading (except that such counsel need express no view as to financial
statements, schedules and statistical information therein). With respect to
such statement, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC may state that
their belief is based upon the procedures set forth therein, but is without
independent check and verification.

(c) The Representatives shall have received from Brobeck, Phleger &
Harrison LLP, counsel for the Underwriters, an opinion dated the Closing Date or
the Option Closing Date, as the case may be, substantially to the effect
specified in subparagraphs (ii), (iii), (iv) and (x) of Paragraph (b) of this
Section 6, and that the Company is a duly organized and validly existing
corporation under the laws of the State of Delaware. In rendering such opinion,
Brobeck, Phleger & Harrison LLP. may rely as to all matters governed other than
by the laws of the State of Delaware and the District of Columbia or Federal
laws on the opinion of counsel referred to in Paragraph (b) of this Section 6.
In addition to the matters set forth above, such opinion shall also include a
statement to the effect that nothing has come to the attention of such counsel
which leads them to believe that (i) the Registration Statement, or any
amendment thereto, as of the time it became effective under the Act (but after
giving effect to any modifications incorporated therein pursuant to Rule 430A
under the Act) as of the Closing Date or the Option Closing Date, as the case
may be, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (ii) the Prospectus, or any supplement thereto, on
the date it was filed pursuant to the Rules and Regulations and as of the
Closing Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact, necessary in
order to make the statements, in the light of the circumstances under which they
are made, not misleading (except that such counsel need express no view as to
financial statements, schedules and statistical information therein). With
respect to such statement, Brobeck, Phleger & Harrison LLP may state that their
belief is based upon the procedures set forth therein, but is without
independent check and verification.

-18-
<PAGE>

(d) You shall have received, on each of the dates hereof, the Closing Date
and the Option Closing Date, as the case may be, a letter dated the date hereof,
the Closing Date or the Option Closing Date, as the case may be, in form and
substance satisfactory to you, of Arthur Andersen LLP confirming that they are
independent public accountants within the meaning of the Act and the applicable
published Rules and Regulations thereunder and stating that in their opinion the
financial statements and schedules examined by them and included in the
Registration Statement comply in form in all material respects with the
applicable accounting requirements of the Act and the related published Rules
and Regulations; and containing such other statements and information as is
ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the financial statements and certain financial and statistical
information contained in the Registration Statement and Prospectus.

(e) The Representatives shall have received on the Closing Date or the
Option Closing Date, as the case may be, a certificate or certificates of the
Chief Executive Officer and the Chief Financial Officer of the Company to the
effect that, as of the Closing Date or the Option Closing Date, as the case may
be, each of them severally represents as follows:

(i) The Registration Statement has become effective under the Act and
no stop order suspending the effectiveness of the Registration Statement has
been issued, and no proceedings for such purpose have been taken or are, to his
knowledge, contemplated by the Commission;

(ii) The representations and warranties of the Company contained in
Section 1 hereof are true and correct as of the Closing Date or the Option
Closing Date, as the case may be;

(iii) All filings required to have been made pursuant to Rules 424 or
430A under the Act have been made;

(iv) He has carefully examined the Registration Statement and the
Prospectus and, in his opinion, as of the effective date of the Registration
Statement, the statements contained in the Registration Statement were true and
correct, and such Registration Statement and Prospectus did not omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, and since the effective date of the
Registration Statement, no event has occurred which should have been set forth
in a supplement to or an amendment of the Prospectus which has not been so set
forth in such supplement or amendment; and

(v) Since the respective dates as of which information is given in
the Registration Statement and Prospectus, there has not been any material
adverse change or any development involving a prospective material adverse
change in or affecting the condition, financial or otherwise, of the Company and
its Subsidiaries taken as a whole or the earnings, business, management,
properties, assets, rights, operations, condition (financial or otherwise) or
prospects of the Company and the Subsidiaries taken as a whole, whether or not
arising in the ordinary course of business.

(f) The Company and the Selling Shareholders shall have furnished to the
Representatives such further certificates and documents confirming the
representations and

-19-
<PAGE>

warranties, covenants and conditions contained herein and related matters as the
Representatives may reasonably have requested.

(g) The Firm Shares and Option Shares, if any, shall have been approved for
designation upon notice of issuance on the Nasdaq Stock Market.

(h) The Lockup Agreements described in Section 4(a)(ix) are in full force
and effect.

The opinions and certificates mentioned in this Agreement shall be deemed
to be in compliance with the provisions hereof only if they are satisfactory in
all material respects to the Representatives and to Brobeck, Phleger & Harrison
LLP, counsel for the Underwriters.

If any of the conditions hereinabove provided for in this Section 6 shall
not have been fulfilled when and as required by this Agreement to be fulfilled,
the obligations of the Underwriters hereunder may be terminated by the
Representatives by notifying the Company and the Selling Shareholders of such
termination in writing or by telegram at or prior to the Closing Date or the
Option Closing Date, as the case may be.

In such event, the Company, the Selling Shareholders and the Underwriters
shall not be under any obligation to each other (except to the extent provided
in Sections 5 and 8 hereof).

7. Conditions of the Obligations of the sellers.
---------------------------------------------

The obligations of the Sellers to sell and deliver the portion of the
Shares required to be delivered as and when specified in this Agreement are
subject to the conditions that at the Closing Date or the Option Closing Date,
as the case may be, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and in effect or proceedings
therefor initiated or threatened.

8. Indemnification.
----------------
(a) The Company and the Selling Shareholders jointly and severally, agree
to indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of the Act, against any losses,
claims, damages or liabilities to which such Underwriter or any such controlling
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, any
Preliminary Prospectus, the Prospectus or any amendment or supplement thereto,
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and will reimburse each Underwriter and each such controlling person
upon demand for any legal or other expenses reasonably incurred by such
Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage or liability, action or proceeding or in
responding to a subpoena or governmental inquiry related to the offering of the
Shares, whether or not such Underwriter or controlling person is a party to any
action or proceeding; provided, however, that the Company and the Selling
Shareholders will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue

-20-
<PAGE>

statement, or omission or alleged omission made in the Registration Statement,
any Preliminary Prospectus, the Prospectus, or such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by or through the Representatives specifically for use in the
preparation thereof. In no event, however, shall the liability of any Selling
Shareholder for indemnification under this Section 8(a) exceed the proceeds
received by such Selling Shareholder from the Underwriters in the offering. This
indemnity agreement will be in addition to any liability which the Company or
the Selling Shareholders may otherwise have.

(b) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, the Selling Shareholders and each person, if
any, who controls the Company or the Selling Shareholders within the meaning of
the Act, against any losses, claims, damages or liabilities to which the Company
or any such director, officer, Selling Shareholder or controlling person may
become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto, or (ii) the
omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made; and will reimburse upon
demand any legal or other expenses reasonably incurred by the Company or any
such director, officer, Selling Shareholder or controlling person in connection
with investigating or defending any such loss, claim, damage, liability, action
or proceeding or in responding to a subpoena or governmental inquiry related to
the offering of the Shares, whether or not the Company or any such director,
officer, Selling Shareholder or controlling person is a party to any action or
proceeding; provided, however, that each Underwriter will be liable in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission has been made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Representatives
specifically for use in the preparation thereof. This indemnity agreement will
be in addition to any liability which such Underwriter may otherwise have.

(c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to this Section 8, such person (the "indemnified party") shall promptly
notify the person against whom such indemnity may be sought (the "indemnifying
party") in writing. No indemnification provided for in Section 8(a) or (b) shall
be available to any party who shall fail to give notice as provided in this
Section 8(c) if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced
by the failure to give such notice, but the failure to give such notice shall
not relieve the indemnifying party or parties from any liability which it or
they may have to the indemnified party for contribution or otherwise than on
account of the provisions of Section 8(a) or (b). In case any such proceeding
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume

-21-
<PAGE>

the defense thereof, with counsel satisfactory to such indemnified party and
shall pay as incurred the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense. Notwithstanding the foregoing, the
indemnifying party shall pay as incurred (or within 30 days of presentation) the
fees and expenses of the counsel retained by the indemnified party in the event
(i) the indemnifying party and the indemnified party shall have mutually agreed
to the retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them or
(iii) the indemnifying party shall have failed to assume the defense and employ
counsel acceptable to the indemnified party within a reasonable period of time
after notice of commencement of the action. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm for all such indemnified parties. Such
firm shall be designated in writing by you in the case of parties indemnified
pursuant to Section 8(a) and by the Company and the Selling Shareholders in the
case of parties indemnified pursuant to Section 8(b). The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment. In addition, the indemnifying party will not, without the prior
written consent of the indemnified party, settle or compromise or consent to the
entry of any judgment in any pending or threatened claim, action or proceeding
of which indemnification may be sought hereunder (whether or not any indemnified
party is an actual or potential party to such claim, action or proceeding)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action
or proceeding.

(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under Section 8(a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Selling Shareholders on
the one hand and the Underwriters on the other from the offering of the Shares.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Selling Shareholders on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Selling
Shareholders on the one hand and the Underwriters on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and the Selling Shareholders bear to
the total underwriting discounts and commissions received by the Underwriters,
in each case as set forth in the table on the cover page of the Prospectus. The

-22-
<PAGE>

relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company and the Selling Shareholders on the one hand or the Underwriters on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

The Company, the Selling Shareholders and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this Section 8(d)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
8(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to above in this Section 8(d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), (i) no Underwriter shall
be required to contribute any amount in excess of the underwriting discounts and
commissions applicable to the Shares purchased by such Underwriter, (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation, and (iii) no Selling Shareholder
shall be required to contribute any amount in excess of the proceeds received by
such Selling Shareholder from the Underwriters in the offering. The
Underwriters' obligations in this Section 8(d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

(e) In any proceeding relating to the Registration Statement, any
Preliminary Prospectus, the Prospectus or any supplement or amendment thereto,
each party against whom contribution may be sought under this Section 8 hereby
consents to the jurisdiction of any court having jurisdiction over any other
contributing party, agrees that process issuing from such court may be served
upon him or it by any other contributing party and consents to the service of
such process and agrees that any other contributing party may join him or it as
an additional defendant in any such proceeding in which such other contributing
party is a party.

(f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers or any persons
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any
Underwriter, or to the Company, its directors or officers, or any person
controlling the Company, shall be entitled to the benefits of the indemnity,
contribution and reimbursement agreements contained in this Section 8.

-23-
<PAGE>

9. Default by Underwriters.
------------------------

If on the Closing Date or the Option Closing Date, as the case may be, any
Underwriter shall fail to purchase and pay for the portion of the Shares which
such Underwriter has agreed to purchase and pay for on such date (otherwise than
by reason of any default on the part of the Company or a Selling Shareholder),
you, as Representatives of the Underwriters, shall use your reasonable efforts
to procure within 36 hours thereafter one or more of the other Underwriters, or
any others, to purchase from the Company and the Selling Shareholders such
amounts as may be agreed upon and upon the terms set forth herein, the Firm
Shares or Option Shares, as the case may be, which the defaulting Underwriter or
Underwriters failed to purchase. If during such 36 hours you, as such
Representatives, shall not have procured such other Underwriters, or any others,
to purchase the Firm Shares or Option Shares, as the case may be, agreed to be
purchased by the defaulting Underwriter or Underwriters, then (a) if the
aggregate number of shares with respect to which such default shall occur does
not exceed 10% of the Firm Shares or Option Shares, as the case may be, covered
hereby, the other Underwriters shall be obligated, severally, in proportion to
the respective numbers of Firm Shares or Option Shares, as the case may be,
which they are obligated to purchase hereunder, to purchase the Firm Shares or
Option Shares, as the case may be, which such defaulting Underwriter or
Underwriters failed to purchase, or (b) if the aggregate number of Firm Shares
or Option Shares, as the case may be, with respect to which such default shall
occur exceeds 10% of the Firm Shares or Option Shares, as the case may be,
covered hereby, the Company and the Selling Shareholders or you as the
Representatives of the Underwriters will have the right, by written notice given
within the next 36-hour period to the parties to this Agreement, to terminate
this Agreement without liability on the part of the non-defaulting Underwriters
or of the Company or the Selling Shareholders except to the extent provided in
Section 8 hereof. In the event of a default by any Underwriter or Underwriters,
as set forth in this Section 9, the Closing Date or Option Closing Date, as the
case may be, may be postponed for such period, not exceeding seven days, as you,
as Representatives, may determine in order that the required changes in the
Registration Statement or in the Prospectus or in any other documents or
arrangements may be effected. The term "Underwriter" includes any person
substituted for a defaulting Underwriter. Any action taken under this Section 9
shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.

10. Notices.
--------

All communications hereunder shall be in writing and, except as otherwise
provided herein, will be mailed, delivered, telecopied or telegraphed and
confirmed as follows: if to the Underwriters, to Deutsche Bank Securities Inc.,
101 Federal Street, 15th Floor, Boston, Massachusetts, 02110, Attention:
______________________________; with a copy to Deutsche Bank Securities Inc.
Attention: General Counsel; if to the Company or the Selling Shareholders, to
OneSoft Corporation, 1505 Farm Credit Drive, Suite 100, McLean, Virginia 22101,
Attention: James W. MacIntyre, Chief Executive Officer, with a copy to Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo PC, One Financial Center, Boston,
Massachusetts 02111, Attention: Johnathan Kravetz, Esquire.

-24-
<PAGE>

11. Termination.
------------
This Agreement may be terminated by you by notice to the Sellers as
follows:

(a) at any time prior to the earlier of (i) the time the Shares are
released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on
the first business day following the date of this Agreement;

(b) at any time prior to the Closing Date if any of the following has
occurred: (i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change or any
development involving a prospective material adverse change in or affecting the
condition, financial or otherwise, of the Company and its Subsidiaries taken as
a whole or the earnings, business, management, properties, assets, rights,
operations, condition (financial or otherwise) or prospects of the Company and
its Subsidiaries taken as a whole, whether or not arising in the ordinary course
of business; (ii) any outbreak or escalation of hostilities or declaration of
war or national emergency or other national or international calamity or crisis
or change in economic or political conditions if the effect of such outbreak,
escalation, declaration, emergency, calamity, crisis or change on the financial
markets of the United States would, in your reasonable judgment, make it
impracticable to market the Shares or to enforce contracts for the sale of the
Shares; (iii) trading generally shall have been suspended or materially limited
on or by, as the case may be, any of the New York Stock Exchange, American Stock
Exchange or the Nasdaq National Market; (iv) the enactment, publication, decree
or other promulgation of any statute, regulation, rule or order of any court or
other governmental authority which in your opinion materially and adversely
affects or may materially and adversely affect the business or operations of the
Company; (v) declaration of a banking moratorium by United States or New York
State authorities, (vi) any downgrading in the rating of the Company's debt
securities, if applicable, by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Exchange Act);
(vii) the suspension of trading of the Company's Common Stock on the Nasdaq
Stock Market or (viii) the taking of any action by any governmental body or
agency in respect of its monetary or fiscal affairs which in your reasonable
opinion has a material adverse effect on the securities markets in the United
States; or

12. Successors.
-----------

This Agreement has been and is made solely for the benefit of the
Underwriters, the Company and the Selling Shareholders and their respective
successors, executors, administrators, heirs and assigns, and the officers,
directors and controlling persons referred to herein, and no other person will
have any right or obligation hereunder. No purchaser of any of the Shares from
any Underwriter shall be deemed a successor or assign merely because of such
purchase.

13. Information Provided by Underwriters.
---------------------------------------

The Company, the Selling Shareholders and the Underwriters acknowledge and
agree that the only information furnished or to be furnished by any Underwriter
to the Company for inclusion in any Prospectus or the Registration Statement
consists of the information set forth in the last paragraph on the front cover
page (insofar as such information relates to the Underwriters), and the
information under the caption "Plan of Distribution" in the Prospectus.

-25-
<PAGE>

14. Miscellaneous.
--------------

The reimbursement, indemnification and contribution agreements contained in
this Agreement and the representations, warranties and covenants in this
Agreement shall remain in full force and effect regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of
any Underwriter or controlling person thereof, or by or on behalf of the Company
or its directors or officers and (c) delivery of and payment for the Shares
under this Agreement.

This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware.

If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Selling Shareholders, the
Company and the several Underwriters in accordance with its terms.

-26-
<PAGE>

Any person executing and delivering this Agreement as Attorney-in-Fact for
a Selling Shareholder represents by so doing that he has been duly appointed as
Attorney-in-Fact by such Selling Shareholder pursuant to a validly existing and
binding Power of Attorney which authorizes such Attorney-in-Fact to take such
action.

Very truly yours,

ONESOFT CORPORATION
By: ________________________________
James W. MacIntyre, Chief Executive Officer

James W. MacIntyre, IV
Bakersville Holdings Limited
Eugene Choi
Frederick C. Hawkins, III
Jeffrey M. MacIntyre
South Street LLC
Andrew Wright

By: ________________________________
Attorney-in-Fact

-27-
<PAGE>

The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

DEUTSCHE BANK SECURITIES INC.
FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
SG COWEN SECURITIES CORPORATION
SOUNDVIEW TECHNOLOGY GROUP

As Representatives of the several
Underwriters listed on Schedule I

By: Deutsche Bank Securities Inc.

By: __________________________________
Authorized Officer

-28-
<PAGE>

SCHEDULE I

Schedule of Underwriters

Number of Firm Shares
Underwriter to be Purchased
- ------------- ---------------------------

Deutsche Bank Securities Inc.
Friedman, Billings, Ramsey & Co., Inc.
SG Cowen Securities Corporation
SoundView Technology Group

Total

-29-
<PAGE>

SCHEDULE II

Schedule of Option Shares

<TABLE>
<CAPTION>
Maximum Number Percentage of Total
of Option Shares Number of
Name of Seller to be sold Option Shares

<S> <C> <C>
OneSoft Corporation

James W. MacIntyre, IV

Bakersville Holdings Limited

Eugene Choi

Frederick C. Hawkins, III

Jeffrey M. MacIntyre

South Street LLC

Andrew Wright

Total 100%
---------------- -------------------
</TABLE>

-30-
<PAGE>

EXHIBIT A
SUBSIDIARIES

-31-

<PAGE>

Exhibit 4.1

ONESOFT LOGO
NUMBER OneSoft Corporation SHARES
OS INCORPORATED UNDER THE LAWS OF COMMON STOCK
COMMON STOCK THE STATE OF DELAWARE

CUSIP 68273J 10 5

THIS CERTIFIES that
SEE REVERSE FOR CERTAIN RESTRICTIONS
is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,PAR VALUE $ .001 PER SHARE,
OF
ONESOFT CORPORATION
(the "Corporation"), a Delaware Corporation

The shares represented by this certificate are transferable on the stock
transfer books of the Corporation by the holder of record hereof, or by duly
authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed.

This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Corporation has caused this certificate to bear the
facsimile signatures of its duly authorized officers and to be sealed with the
facsimile of its corporate seal.

Dated:
ONESOFT CORPORATION
CORPORATE
SEAL
1997
DELAWARE
*

/s/ Paul D. Economon /s/ James W. MacIntyre, IV
SECRETARY CHAIRMAN OF THE BOARD

COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR

BY
AUTHORIZED SIGNATURE
<PAGE>

The Corporation will furnish to any stockholder upon request and without
charge a full statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to the Corporation or to its transfer
agent.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common

UNIF GIFT MIN ACT - _______ Custodian ________
(Cust) (Minor)
under Uniform Gifts to Minors
Act ______________________
(State)

UNIF TRANS MIN ACT - ______ Custodian _________
(Cust) (Minor)
under Uniform Transfers to Minors
Act ______________________
(State)

Additional abbreviations may also be used though not in the above list.

For value received, _______________________ hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________
___________________________________________

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________ shares
of common stock represented by the within certificate, and do hereby irrevocably
constitute and appoint ________________________________________________________
___________________________________________________________________ Attorney,
to transfer the said shares on the books of the within named Corporation, with
full power of substitution in the premises.

Dated: _________________________
X_____________________________________
X_____________________________________
NOTICE: THE SIGNATURES TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed:

By _______________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
<PAGE>

APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

<PAGE>

Exhibit 4.3(a)

AMENDMENT ONE
TO
WARRANT TO PURCHASE 60,651 SHARES OF COMMON STOCK
OF
ONESOFT CORPORATION

This AMENDMENT ONE TO WARRANT TO PURCHASE 60,651 SHARES OF COMMON STOCK OF
ONESOFT CORPORATION (the "Amendment") is made this 28th day of February, 2000 by
and between OneSoft Corporation (the "Company") and Deutsche Bank Securities,
Inc. (the "Holder").

WHEREAS, the Holder is the holder of that certain Warrant to Purchase 60,651
Shares of Common Stock of OneSoft Corporation (the "Warrant"); and

WHEREAS, the Holder and the Company desire to amend the Warrant to conform to
their agreement as set forth in a letter from the Holder to the Company dated
April 27, 1999.

NOW THEREFORE, the Holder and the Company hereby agree as follows:

1. The first sentence of the preamble to the Warrant is hereby amended to read
in its entirety as follows: "This is to certify that, FOR VALUE RECEIVED,
DEUTSCHE BANK SECURITIES, INC. or its registered assigns pursuant to Section
(d) hereof ("Holder"), is entitled as of April 27, 1999 to purchase, subject
to the provisions of this Warrant, from OneSoft Corporation, a Delaware
corporation (the "Company"), Sixty Thousand Six Hundred Fifty -One (60,651)
fully paid validly issued and nonassessable shares of Common Stock, par
value $.001 per share of the Company ("Common Stock"), at the exercise price
of $6.59 per share until April 27, 2004."

2. Section (f) of the Warrant is hereby amended to read in its entirety as
follows: "(f) [reserved]."

3. The last sentence of Section (i) of the Warrant is hereby deleted.

4. Section (l)(3) of the Warrant is hereby amended to read in its entirety as
follows: "(3) Determination of Fair Market Value. For purposes of this
----------------------------------
Section (l), fair market value of a share of Common Stock as of a particular
date (the "Determination Date") shall be determined in accordance with
Section (c) of this Warrant."
<PAGE>

IN WITNESS WHEREOF, the Holder and the Company have caused this Amendment to be
executed by their respective officers thereunto duly authorized.

DEUTSCHE BANK SECURITIES, INC.

By: /s/ Kathryn E. Coffey
---------------------
Name: Kathryn E. Coffey
-------------------
Title: Managing Director
------------------

ONESOFT CORPORATION

By: /s/ Frederick C. Hawkins, III
-----------------------------
Name: Frederick C. Hawkins, III
---------------------------
Title: CFO
--------------------------

<PAGE>

[LETTERHEAD OF MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.]

Exhibit 5.1

March 14, 2000

OneSoft Corporation
1105 Farm Credit Drive
McLean, Virginia

Ladies and Gentlemen:

We have acted as counsel to OneSoft Corporation, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-1, Registration No. 333-94233, as amended (the "Registration
Statement"), pursuant to which the Company is registering under the Securities
Act of 1933 (the "Securities Act"), as amended, an aggregate of $50,000,000
worth of shares (the "Shares") of its common stock, $.01 par value per share
(the "Common Stock"). The Shares are to be sold to a group of underwriters (the
"Underwriters") who are parties to an Underwriting Agreement with the Company,
the form of which Agreement will be filed as an exhibit to the Registration
Statement. All of shares being registered pursuant to the Registration Statement
are being registered for sale to the Underwriters. This opinion is being
rendered in connection with the filing of the Registration Statement. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company's Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws; the
minutes of all pertinent meetings of stockholders and directors of the Company
relating to the Registration Statement and the transactions contemplated
thereby; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we deemed relevant; and the
Registration Statement and the exhibits thereto filed with the Commission.

In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.

<PAGE>

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

OneSoft Corporation
March 14, 2000
Page 2

Based upon the foregoing, and subject to the limitations set forth below,
we are of the opinion that the Shares, when issued by the Company and delivered
by the Company and the against payment therefor as contemplated by the
Underwriting Agreement, will be duly and validly issued, fully paid and
non-assessable shares of the Common Stock.

Our opinion is limited to the General Corporation Law of the State of
Delaware, including the applicable provisions of the Constitution of the State
of Delaware and reported judicial decisions interpreting those laws, and we
express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign jurisdiction.

We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the reference to us under the caption "Legal Matters" in the prospectus
included in the Registration Statement and in any abbreviated registration
statement pursuant to Rule 462(b) under the Securities Act.

Very truly yours,

Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

<PAGE>

Exhibit 10.2

ONESOFT CORPORATION
1505 Farm Credit Drive
McLean, Virginia 22102

March 7, 2000

James W. MacIntyre, IV

Employment Agreement
--------------------

Dear Jim:

This letter is to confirm our understanding and agreement with respect to (i)
your employment by OneSoft Corporation (the "Company") for the period from and
after the date of execution of this agreement (the "Effective Date"), (ii) your
agreement to protect and preserve information and property which is confidential
and proprietary to the Company, and (iii) your agreement not to compete with the
Company (the terms and conditions set forth in this letter shall hereinafter be
referred to as this "Agreement"). In consideration of the mutual promises and
covenants contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the Company and you have agreed as follows:

1. Employment. The Company shall continue to employ you, and you agree to
----------
continue to be employed by the Company, as Chief Executive Officer ("CEO") of
the Company, and you agree to perform the services and responsibilities
consistent with such office, and such other services and responsibilities as may
be prescribed by the Board of Directors from time to time which are consistent
with such position and the other terms hereof. You agree to devote the majority
of your business time to the business of the Company; provided that you may
-------- ----
serve on the Boards of Directors or act as an officer of other companies and as
an active investor, as well as participate in charitable and other non-profit
endeavors, provided that such service and/or participation does not violate the
provisions of Section 5 of this Agreement and does not cause you to fail
substantially to perform your duties under this Agreement.

2. Term of Employment.
------------------

(a) Term; Termination. Your employment shall be governed by this
-----------------
Agreement, commencing as of the Effective Date and continuing through
December 31, 2003; provided, however, that this Agreement may be renewed
upon the written agreement of the parties for additional periods of no more
than three years each thereafter (the original period and any successive
renewal thereof, if any, being hereinafter referred to as the "Term"). If
this Agreement is not renewed pursuant to this Section or if the parties
fail to negotiate a new agreement, your employment by the Company will
terminate at the end of the Term. Notwithstanding the foregoing, your
employment hereunder may be terminated upon any of the following:

(i) immediately upon your death;
<PAGE>

(ii) by the Company:

(A) following your failure, due to illness, accident or any other
physical or mental incapacity, to perform the services provided
for hereunder for an aggregate of ninety (90) days within any
period of one hundred and twenty (120) consecutive days during
the term hereof;

(B) for Cause or by a Constructive Termination (each as
hereinafter defined); or

(iii) by you, voluntarily upon ninety (90) days' prior written notice
to the Company.

Subject to Section 3 hereof, the right of the Company to terminate your
employment hereunder, to which you hereby agree, shall be exercisable by
written notice sent to you by the Company and shall be effective as of the
date of such notice. The termination of your employment for any reason
shall not result in the termination of your covenants and obligations under
Section 5 hereof.

(b) Definition of "Cause". Termination of your employment by the Company
---------------------
shall constitute a termination for "Cause" if such termination is for one
or more of the following reasons:

(i) any action or omission by you involving willful misconduct or
gross negligence which causes material harm to the Company; or

(ii) your conviction of a felony, in connection with the performance
of your duties and responsibilities hereunder or which otherwise
materially and adversely affects your ability to perform such duties
and responsibilities or materially and adversely affects the business
or reputation of the Company.

(c) Definition of "Constructive Termination". As used herein, a
----------------------------------------
"Constructive Termination" shall mean, in each case followed by the written
notice provided for in the immediately following sentence, (i) a diminution
by the Company in your authority, functions, duties or responsibilities
with the Company, including but not limited to the appointment, election or
other engagement of any person in an executive capacity to whom you are
requested or directed by the Board of Directors to report or who, without
being subordinate to you and subject to your direction, is authorized or
directed by the Board of Directors to perform any of the functions
previously performed by you or who is authorized or directed to supervise
or have report to such other person any employee or employees of the
Company who previously you supervised or had report to you or your
subordinates; (ii) a Change of Control (as defined below); (iii) a failure
by the Company to obtain an assumption of this Agreement by a successor in
accordance with Section 10(e); (iv) a change in the principal location of
the performance of your duties and responsibilities to a location outside
the Washington, D.C. greater metropolitan

-2-
<PAGE>

area; (v) a failure to be retained as a member of the Board of Directors of
the Company; or (vi) a failure by the Company to pay any material amount
due to you pursuant to the terms of this Agreement within a reasonable time
after it becomes due, except for an inadvertent error to make such payment.
After the occurrence or existence of a Constructive Termination, you may
give written notice to the Company thereof, upon which the Company shall be
deemed to have effected such a Constructive Termination, with the effects
provided for in Section 2(e), Sections 3(b), (d), (h), (i), and (j), and
Section 4(b).

(d) Definition of "Change of Control". As used herein, a "Change of
----------------------------------
Control" shall be deemed to have occurred upon the occurrence of any of the
following:

(i) any sale, lease, exchange or other transfer (in one transaction or
a series of transactions) of all or substantially all of the assets of
the Company;

(ii) any consolidation or merger of the Company (including, without
limitation, a triangular merger) where the existing shareholders
immediately prior to the consolidation or merger, would not,
immediately after the consolidation or merger, beneficially own,
directly or indirectly, shares representing in the aggregate more than
fifty percent (50%) of the combined voting power of all the
outstanding securities of the corporation issuing cash or securities
in the consolidation or merger; or

(iii) any "person," as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended (or any successor
provision) (the "Exchange Act") (other than the Company, any employee
benefit plan of the Company or any entity organized, appointed or
established by the Company for or pursuant to the terms of any such
plan), together with all "affiliates" and "associates" (as such terms
are defined in Rule 12B-2 under the Exchange Act or any successor
provision) of such person, shall become the "beneficial owner" or
"beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act or any successor provision), directly or indirectly, of
securities of the Company representing in the aggregate (A) in the
event the Company is not a "Reporting Company" (meaning a Company that
is subject to the reporting requirements of the Exchange Act and has
registered shares of a class of equity securities pursuant to Section
12(g) or 12(b) of the Exchange Act), fifty percent (50%) or more or
(B) in the event the Company is a Reporting Company, twenty percent
(20%) or more of either (1) the then outstanding shares of Common
Stock of the Company or (2) the combined voting power of all then
outstanding securities of the Company having the right under ordinary
circumstances to vote in an election of the Board of Directors of the
Company including pursuant to a consolidation or merger of the Company
to which clause (ii) does not apply.

(e) Actions Upon Termination. Upon termination of your employment with the
-------------------------
Company for any reason, you shall cease holding yourself out as an employee
of the Company and shall thereafter refrain from taking any action
purportedly on behalf of the Company.

-3-
<PAGE>

3. Compensation.
------------

(a) Annual Compensation. In consideration for your services under this
-------------------
Agreement, you shall be paid a salary at the annual rate of three hundred
thousand dollars ($300,000) (your "Base Salary"), payable in such
installments as the Company generally pays salary to its employees, less
any amounts required to be withheld under applicable law. Your Base Salary
shall be reviewed by the Board of Directors or the Compensation Committee
thereof annually, within ninety (90) days after calendar yearend, and shall
be increased as the Board or such committee may determine in its sole
discretion, effective as of January 1 of each year during the Term.

(b) Annual Incentive Bonus. In addition to the foregoing, you shall be
----------------------
eligible to receive an annual incentive bonus of up to one hundred thousand
dollars ($100,000), such bonus to be paid in quarterly installments in the
first year of the Term and annually thereafter in such amounts as the Board
of Directors or Compensation Committee or their designee may determine in
its sole discretion in recognition of your performance and that of the
Company in accomplishing such performance goals as the Board of Directors
or Compensation Committee or its designee may establish within ninety (90)
days of the beginning of each calendar year of the Term (any such annual
incentive bonus is hereinafter referred to as your "Annual Incentive
Bonus"), provided that, nothing in this Section shall prevent the Board
-------------
from providing an Annual Incentive Bonus of greater than $100,000 if in its
sole discretion it determines that such increased bonus is warranted. In
the event that the Board fails to establish any performance goals for you
within such ninety day period, your Annual Incentive Bonus for that year
shall be calculated as though you accomplished the performance goals. Upon
any termination of your employment by the Company without Cause or by a
Constructive Termination, by the parties' failure to extend the Term, or by
the parties' failure to enter into another mutually acceptable agreement or
due to the expiration of the Term, you shall receive the maximum amount of
the Annual Incentive Bonus for that year. At all times, the amount of the
Annual Incentive Bonus and the criteria on which the Annual Incentive Bonus
is based are at the sole discretion of the Board of Directors or
Compensation Committee or their designee.

(c) Stock Option Eligibility. You shall be eligible to participate in all
------------------------
equity compensation plans of the Company to the extent the Company has
instituted such plans, limited to stock option plans, restricted stock
plans and stock purchase plans, which are available to other executives of
the Company, provided that your participation and the details of such
-------------
participation in each plan are approved by the Compensation Committee.

(d) Termination Without Cause or by a Constructive Termination. In the
----------------------------------------------------------
event your employment shall be terminated during the Term by the Company
without Cause or by a Constructive Termination, you shall be entitled to
receive payment of an amount equal to twelve (12) months of your annual
Base Salary in effect immediately prior to such termination plus your
Annual Incentive Bonus for such calendar year in accordance with Section
3(b). Such payments shall be made by the Company in a lump-sum payment
within a reasonable time (but not later than thirty (30) days after such
termination) and shall be less any applicable federal, state, local or
other employment-related deductions. Notwithstanding any termination of
your employment, you shall continue to be bound by the provisions of
Section 5 of this Agreement. The Company shall have no obligation to make
or continue any payment pursuant to this Section unless you are in material
compliance with your obligations under Section 5 and have signed the
Release as set forth in Section 3(j).

-4-
<PAGE>

(e) Termination with Cause or by You during Term. In the event your
--------------------------------------------
employment shall be terminated during the Term by the Company for Cause or
by you voluntarily (which shall not include any Constructive Termination),
no further compensation or benefits of any kind shall be payable or
provided to you hereunder, except for any salary and any health insurance
benefits accrued as of the date of termination or required by applicable
law; provided, however, that you shall continue to be bound by the terms
and conditions of this Agreement.

(f) Terminations Due to Death or Disability. In the event your employment
---------------------------------------
shall be terminated by the Company due to your death or disability during
the Term, you or your estate, as the case may be, shall be entitled to
receive any salary and benefits accrued as of the date of termination;
provided that, in the event of your disability, you shall also be entitled
to receive certain disability insurance payments in accordance with the
Company's disability insurance policies then in effect. The Company shall
have no other obligations to you under such circumstances except as set
forth in the preceding sentence.

(g) Expiration Occasioned by Company. If the Company determines under
--------------------------------
Section 2(a) above that the Term shall not be extended despite your desire
to extend such Term or the parties fail to enter into another mutually
acceptable agreement, and, subject to any earlier termination of this
Agreement in accordance with its terms, in which case this Section 3(g)
shall not apply, you shall be entitled to receive payment of an amount
equal to twelve (12) months of your annual Base Salary then in effect
immediately prior to such termination plus your Annual Incentive Bonus for
such calendar year in accordance with Section 3(b). Such payments shall be
made by the Company in a lump-sum payment within a reasonable time (but no
later than thirty (30) days after such termination) and shall be less any
applicable federal, state, local or other employment-related deductions.
Furthermore, if the Company decides not to extend the Term, then you shall
be entitled to the continuation of benefits set forth in Section 3(i). The
Company shall have no obligation to make or continue any payment pursuant
to this Section unless you are in material compliance with your obligations
under Section 5 and have signed the Release as set forth in Section 3(j).

(h) Effect of Termination upon Equity Compensation. In the event your
----------------------------------------------
employment is terminated without Cause or by a Constructive Termination,
any options then held by you and not then vested shall accelerate and
become immediately exercisable and any restrictions or repurchase rights in
favor of the Company with respect to any restricted stock then held by you
shall terminate and such shares, if you hold any, shall no longer be
subject to repurchase by the Company, if they had been so subject
previously. In the event of the termination of your employment by the
Company or by you other than as set forth in the preceding sentence or the
expiration of this Agreement, the vesting of any options and restricted
stock then held by you shall be as set forth in the agreements governing
such options and restricted stock. The Company shall have no obligation to
accelerate such options unless you are in material compliance with your
obligations under Section 5 and have signed the Release as set forth in
Section 3(j).

(i) Continuation of Benefits. In the event your employment hereunder is
------------------------
terminated either by you except pursuant to Constructive Termination or by
the Company with Cause during the Term, then you may continue your medical
and dental benefits pursuant to the Consolidated

-5-
<PAGE>

Omnibus Budget Reconciliation Act of 1985 ("COBRA") at your own cost. If
your employment hereunder is terminated during the Term by the Company
without Cause or as set forth in Section 3(g) or by a Constructive
Termination, and you choose to continue your benefits pursuant to COBRA,
the Company will pay the cost of the medical and dental premiums for a
period of twelve (12) months, after which you may continue the benefits at
your own cost for the period of time required by COBRA. The Company shall
have no obligation to pay the cost of the medical and dental premiums
unless you are in full compliance with your obligations under Section 5 and
have signed the Release as set forth in Section 3(j).

(j) Waiver and Release of Claims. The Company's obligation to accelerate
----------------------------
your options or make any payments pursuant to Sections 3(d), (g), (h) or
(i) of this Agreement shall be conditioned upon your agreement to sign a
Release substantially in the form attached hereto as Exhibit A on or within
---------
ten (10) days of your receipt of the Company's written request to do so.
In the event that you fail to or choose not to sign such Release within the
time period set forth in the previous sentence, the Company shall have no
obligation to make such payments or accelerate your options if such
acceleration otherwise would be required by the terms of the Stock Option
Agreement relating to the terminations by the Company without Cause or by a
Constructive Termination.

4. Benefits and Reimbursement of Expenses.
---------------------------------------

(a) Vacation. You shall be entitled to four (4) weeks of paid vacation
--------
leave per year, which will accrue on a pro rata basis. Upon termination of
employment, the Company shall pay you only for earned but unused vacation
time up to a maximum of four (4) weeks.

(b) Office Equipment and Services. You shall also be entitled to have
-----------------------------
installed at an office in your home such computer and communications
equipment and associated services, and you shall be furnished with such
mobile equipment and associated services, all at Company expense, as are
reasonably necessary for you to perform your functions whether you are on
the Company's premises, at home or traveling or at another location, which
equipment and services shall be subject to upgrade so as at all times to
constitute state-of-the art computing and communications fixed-site and
mobile facilities for senior executives at leading information technology
companies in the United States. Such equipment and services shall
initially include at least the equipment and services set forth on Schedule
A hereto. Upon the termination of your employment by the Company without
Cause or by a Constructive Termination or upon the expiration of the Term
of this Agreement, you shall be entitled to assume any leases or contracts
for such equipment and services which the Company had been obligated to
provide, all at your expense following the twelve-month period of continued
benefits provided for in Section 3(i), during which twelve-month period the
Company shall continue timely to make all payments therefor; and you shall
also be entitled at any time after such termination or the expiration of
the Term of this Agreement and during such twelve-month period to purchase
at its depreciated value any of such equipment which the Company then owns
and has previously provided to you. In the event that you choose not to
assume such leases or contracts at the end of the twelve-month period, you
will return all such computer and communications equipment to the Company.

-6-
<PAGE>

(c) Benefits. In connection with your employment hereunder, you shall be
--------
entitled to participate in any employee benefit plans which the Company
provides or may establish for the benefit of its senior executive employees
generally (including, without limitation, any group life, health, dental
and other insurance plans).

(d) Reimbursement of Expenses. You shall be entitled to reimbursement for
-------------------------
all ordinary and reasonable out-of-pocket business expenses, including but
not limited to air travel (which shall be coach class but may be upgraded
to business class for any flights greater than two hours in duration) and
hotel accommodations, which are reasonably incurred by you in furtherance
of the Company's business, and otherwise in accordance with reasonable
policies adopted from time to time by the Company.

5. Nondisclosure, Noncompetition, Nonsolicitation and Assignment of Work
---------------------------------------------------------------------
Product.
--------

(a) Protected Information.
---------------------

(i) During your employment with the Company and for a period of five
(5) years after termination of such employment, you will not at any
time, for any reason whatsoever (other than as necessary and proper to
promote and advance the business of the Company), reveal to any
person, association or company any confidential information concerning
the organization, including, but not limited to, information about
employees; sales and marketing operations; corporate reorganization,
merger, consolidation; sales or marketing plans and strategies;
pricing policies; vendor, customer or client lists and accounts; the
business, finances or financial information, technology, formulae,
research, development, models, computer programs, designs,
descriptions, blueprints, data, information, or the existence or
betterment of possible new uses or applications for any product or
service, of the Company or of any of its customers, clients, supplies,
consultants, licensees, or others with which the Company does business
("Business Partners") so far as you may have come or may come to know
of them through your performance of your duties to the Company, except
(i) as may be required in the ordinary course of performing your
duties as an employee of the Company, or (ii) as may be disclosed
generally in the public domain through no fault of yours, or (iii) as
required by law. You agree that you shall keep secret all such matters
entrusted to you and shall not use or attempt to use any such
information in any manner for your private purposes or in any manner
which may injure or cause loss to the Company, whether directly or
indirectly.

(ii) During your employment and at anytime thereafter, you will not at
any time, for any reason whatsoever (other than as necessary and
proper to promote and advance the business of the Company), reveal to
any person, association or company any Trade Secrets/1/ of the
Company, including but not limited to Trade Secrets regarding Company
software, customer lists, plans, documents, technology, formulae,
research, development, models, computer programs, designs,
descriptions, blueprints, data, or financial or other business
information except (i) as may be required in the ordinary course of
performing your duties as an employee of the Company, or (ii) as may
be disclosed generally in the public domain through no fault of yours,
or (iii) as required by law. You agree that you shall keep secret all
such matters entrusted to you and shall not use or attempt to use any
such information in any manner for your private purposes or in any
manner which may injure or cause loss to the Company, whether directly
or indirectly.

- --------------------------------
/1// For the purposes of Section 5, the term "Trade Secrets" shall be given
its broadest interpretation under Virginia law and shall include, but not be
limited to, information, including a formula, pattern, compilation, program,
device, method, technique or process, that: (i) derives independent economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

-7-
<PAGE>

(b) Prohibited Competition.
-----------------------

(i) Certain Acknowledgments and Agreements. You acknowledge and agree
--------------------------------------
that another entity will be deemed competitive with the business of
the Company if the business or any line of business of such entity is
principally the development of Internet-oriented electronic commerce
software which has core functionality which is substantially similar
to the core functionality of the Company's Internet-oriented
electronic commerce software, and/or the marketing and/or selling of
such substantially similar software, but not otherwise (such business
or line of business hereinafter referred to as "Restricted Business,"
and any such competitive entity hereinafter referred to as a
"Competitor"). You further acknowledge and agree that, during the
course of your performing services for the Company, the Company will
furnish, disclose and otherwise make available to you confidential and
proprietary information related to the Company's business. You also
acknowledge that such confidential and proprietary information has
been developed and will be developed by the Company through the
expenditure by the Company of substantial time, effort and money.

(ii) Covenants Not to Compete. Except as otherwise provided herein,
------------------------
during the Term and for a period of one (1) year following the
termination or expiration of your employment with the Company
(provided that, in the event of the termination of your employment by
the Company without Cause or by a Constructive Termination, or the
expiration of the Term occasioned by the Company, you shall have
received the lump-sum payment provided for in Section 3(d) or Section
3(g), as applicable):

(A) for yourself or on behalf of any other person or entity,
directly or indirectly, either as principal, agent, stockholder,
employee, consultant, representative or in any other capacity,
own, manage, operate or control, or be employed by, engage in or
have a financial interest in any Competitor in any geographic
area in which the Company is then doing business (the "Restricted
Territory"), provided that nothing herein shall prohibit you from
-------------
working or otherwise having an interest in a line of business of
a Competitor that does not constitute Restricted Business, and

further provided that nothing contained herein shall preclude you
---------------------
from purchasing or owning securities of any Competitor if such
securities are publicly traded and if your holdings do not exceed
two (2%) percent of the outstanding voting securities of such
entity; or

-8-
<PAGE>

(B) either individually or on behalf of or through any third
party, directly or indirectly, solicit or attempt to solicit any
other employee of or consultant to the Company to leave such
employee's or consultant's employment or consultancy with the
Company, except that this provision shall not prohibit you from
soliciting or attempting to solicit any family member to leave
employment or consultancy with the Company.

(i) Any and all right of interest that you may develop in any
designs, inventions, original works of authorship, innovations,
improvements, developments, modifications, know-how, technology,
process, management reports, internal reports and memoranda,
customer lists, marketing plans or pricing policies, whether or
not patentable ("Employee Work Product"), that you conceived,
reduced to practice, devised, developed, or incorporated in
Company products or services, either alone or jointly, or to
which you otherwise contributed during the term of your
employment, insofar as it may directly or indirectly relate to or
arise out of employment with the Company or the use of Company
resources ("Company Work Product") are the sole, absolute and
exclusive property of the Company, and you will promptly make a
complete disclosure of all Company Work Product to the Company.
You hereby assign to the Company all rights in all Company Work
Product.

(ii) You expressly acknowledge and agree that you have disclosed to
the Company in writing prior to signing this agreement any and
all designs, inventions, original works of authorship,
innovations, improvements, developments, modifications, know-how,
technology, process, management reports, internal reports and
memoranda, customer lists, marketing plans or pricing policies
which may be similar to or conceivably could be used in or in
relation to Company products or services (collectively
"Intellectual Property"). The Company acknowledges that you are
the holder of certain inventions which are not assigned to the
Company and which remain solely your property, including but not
limited to any thereof held by Convergence, Inc., a Vermont
corporation owned by you.

(A) You agree that you will not incorporate into any work
performed for the Company any such Intellectual Property
without the express written permission of OneSoft, and, with
respect to any Intellectual Property that is incorporated
into any work performed for the Company with the Company's
express written permission, you hereby grant to the Company
a royalty-free, irrevocable license throughout the world to
use, disclose, publish, translate, reproduce, deliver,
perform, dispose of, and to authorize others so to do, all
such Intellectual Property.

(B) With respect to any Intellectual Property which you have not
disclosed to the Company pursuant to this Section 5(c)(ii)
but which is

-9-
<PAGE>

incorporated into Company products or services or brought to
the Company for use in the Company products or services or
which you have disclosed to the Company but incorporated
into work performed for the Company without the Company's
express written permission, you hereby assign to the Company
all rights in all such Intellectual Property in accordance
with Section 5(c)(i).

(iii) At the request and expense of the Company but without charge to
the Company, you will do all acts and things as may be necessary
to confirm and vest the entire right, title and interest in the
Company Work Product in the Company and to secure to the Company
full protection of the same, including without limitation, the
execution and delivery of assignments, patent applications and
other documents or papers, whether during your employment with
the Company or any time after termination of employment. In
order to confirm the Company's rights, you also will assign to
the Company any and all copyrights and reproduction rights to any
written material prepared by you in connection with your
employment.

(iv) Except as specified in Section 5(c)(ii) and/or materials in the
public domain, all Employee Work Product furnished by you to the
Company will be Company Work Product and will not to the best of
your knowledge or belief violate or infringe upon any right,
patent, copyright, trademark or right of privacy, or constitute
libel or slander against or violate any other rights of any
person, firm or corporation.

(d) Works Made For Hire. All original works of authorship and other such
-------------------
Work Product which are made by you (solely or jointly with others)
within the scope of your employment and which are protectable by
copyright are "works made for hire," pursuant to United States
Copyright Act (17 U.S.C. Section 101).

(e) Reasonableness of Restrictions. You further recognize and acknowledge
------------------------------
that (i) the types of employment which are prohibited by this Section 5 are
narrow and reasonable in relation to the skills which represent your
principal basis of employability with the Company and with other
prospective employers, and (ii) the temporal and specific but broad
geographic scope of the provisions of this Section 5 are reasonable,
legitimate and fair to you, and necessary to protect the legitimate
interests of the Company.

(f) Survival of Acknowledgments and Agreements. Your acknowledgments and
------------------------------------------
agreements set forth in this Section 5 shall survive the expiration or
termination of this Agreement and the termination of your employment with
the Company for any reason.

6. Disclosure to Future Employers. You agree that you will provide, and that
-------------------------------
the Company may similarly provide in its discretion, a copy of the covenants
contained in Section 5 of this Agreement to any enterprise which you may,
directly or indirectly, own, manage, operate, finance, join, control or in which
you participate in the ownership (other than ownership of less than 5% of a
publicly traded company), management, operation, financing, or control, or with
which you may be involved as an officer, director, employee, partner, principal,
agent, representative, consultant or otherwise.

-10-
<PAGE>

7. Records. Except as provided in Section 4(b) hereof, upon termination of
--------
your relationship with the Company or the expiration of the Term of this
Agreement, you shall deliver to the Company any property of the Company which
may be in your possession, including products, materials, computer disks,
memoranda, notes, records, reports, or other documents, including but not
limited to all copies of the same.

8. Indemnification. During the period of your employment hereunder and
----------------
thereafter, the Company will indemnify you in your capacity as an officer,
director or employee of the Company or any Affiliate thereof to the maximum
extent permitted under applicable state law and the Company's By-laws, and,
without limiting the foregoing, the Company will pay and advance (without regard
to your ability to repay such advancement) all attorneys fees and expenses
incurred by you in accordance with Section 145(e) of the Delaware General
Corporation Law.

9. No Conflicting Agreements. You hereby represent and warrant that you have
-------------------------
no commitments or obligations inconsistent with this Agreement and you hereby
agree to indemnify and hold the Company harmless from and against loss, damage,
liability or expense arising from any claim based upon circumstances alleged to
be inconsistent with such representation and warranty.

10. General.
--------

(a) Notices. All notices, requests, consents and other communications
-------
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate
by notice hereunder, and shall be either (i) delivered by hand, (ii) sent
by nationally recognized overnight courier service, (iii) made by facsimile
transmission, or (iv) sent by registered or certified mail, return receipt
requested, postage prepaid:

If to the Company: OneSoft Corporation
1505 Farm Credit Drive
McLean, VA 22102
Attn: Chairman of the Board

with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Attn: Robert M. Gault, Esquire

If to you: James W. MacIntyre, IV

With a copy to: George F. Albright, Jr.
Shaw Pittman
1676 International Drive
McLean, VA 22102

-11-
<PAGE>

All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the
delivery thereof to the receiving party at the address of such party set
forth above, (ii) if sent by overnight courier, on the next business day
following the day such notice is delivered to the courier service, or (iii)
if sent by registered mail, on the fifth business day following the day
such mailing is made.

(b) Entire Agreement. This Agreement embodies the entire agreement and
----------------
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior or contemporaneous oral or written
agreements and understandings relating to the subject matter hereof. No
statement, representation, warranty, covenant or agreement of any kind not
expressly set forth in this Agreement shall affect, or be used to
interpret, change or restrict, the express terms and provisions of this
Agreement.

(c) Modifications and Amendments. The terms and provisions of this
----------------------------
Agreement may be modified or amended only by written agreement executed by
the parties hereto.

(d) Waivers and Consents. The terms and provisions of this Agreement may
--------------------
be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or
provisions of this Agreement, whether or not similar. Each such waiver or
consent shall be effective only in the specific instance and for the
purpose for which it was given, and shall not constitute a continuing
waiver or consent.

(e) Parties. This Agreement is personal and shall in no way be subject to
-------
assignment by you except as contemplated hereby. This Agreement shall be
binding upon and shall inure to the benefit of the Company and its
successors and assigns either by merger, operation of law, consolidation,
assignment, purchase or other acquisition of a controlling interest in the
business of the Company, and shall be binding upon and shall inure to your
benefit and that of your heirs, executors, administrators, personal and
legal representatives, distributees, devisees, legatees, successors and
permitted assigns. If you should die while any amounts would still be
payable to you hereunder (other than amounts to which you would be entitled
by reason of continued employment), all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this
Agreement to your devisees, legatees or other designee or, if there be no
such designee, to your estate. The Company agrees that a successor in
interest by merger, operation of law, consolidation, assignment, purchase
or other acquisition of a controlling interest in the business of the
Company will be informed prior to such event of the existence of this
Agreement. The Company shall require any such successor (whether direct or
indirect, by purchase, merger, operation of law, consolidation, assignment
or otherwise of a controlling interest in the business, stock or other
assets of the Company) to assume expressly and agree to perform this
Agreement.

(f) Governing Law. This Agreement and the rights and obligations of the
-------------
parties hereunder shall be construed in accordance with and governed by the
law of the Commonwealth of Virginia, without giving effect to the conflict
of law principles thereof.

-12-
<PAGE>

(g) Dispute Resolution. Any dispute arising with respect to this Agreement
------------------
shall be submitted to arbitration in the greater Washington, D.C.
metropolitan area under the rules of the American Arbitration Association
(the "AAA") before a single arbitrator jointly selected by the parties or,
if they shall not have agreed on an arbitrator within (10) days after
receipt by one of them of written notice from the other of the existence of
a dispute, a single arbitrator selected by the AAA in accordance with its
rules. The decision of the arbitrator shall be final and binding on the
parties. Each party hereto shall pay its or their own expenses incident to
the negotiation, preparation and resolution of any controversy or claim
arising out of, or related to, this Agreement, or the breach thereof,
provided, however, the Company shall pay and be solely responsible for any
attorneys' fees and expenses and court or arbitration costs incurred by the
Employee as a result of a claim that the Company has breached or otherwise
failed to perform this Agreement or any provision hereof to be performed by
the Company if the Employee prevails in the contest in whole or in part.

(h) Severability. In the event that any arbitrator or court of competent
------------
jurisdiction shall determine that any provision, or any portion thereof,
contained in this Agreement shall be invalid or unenforceable in any
respect, then such provision shall be deemed limited to the extent that
such arbitrator or court deems it valid and enforceable, and as so limited
shall remain in full force and effect. In the event that such arbitrator
or court shall deem any such provision, or portion thereof, wholly invalid
or unenforceable, the remaining provisions, or portions of such provision,
of this Agreement shall nevertheless remain in full force and effect.

(i) No Waiver of Rights, Powers and Remedies. No failure or delay by a
----------------------------------------
party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a
waiver of any such right, power or remedy of the party. No single or
partial exercise of any right, power or remedy under this Agreement by a
party hereto, nor any abandonment or discontinuance of steps to enforce any
such right, power or remedy, shall preclude such party from any other or
further exercise thereof or the exercise of any other right, power or
remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available
remedies. No notice to or demand on a party not expressly required under
this Agreement shall entitle the party receiving such notice or demand to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand
to any other or further action in any circumstances without such notice or
demand.

(j) Interpretation. The parties hereto acknowledge and agree that: (i)
--------------
each party and its or his counsel reviewed and negotiated the terms and
provisions of this Agreement and have contributed to its revision; (ii)
the rule of construction to the effect that any ambiguities are resolved
against the drafting party shall not be employed in the interpretation of
this Agreement; and (iii) the terms and provisions of this Agreement shall
be construed fairly as to all parties hereto and not in favor of or against
any party, regardless of which party was generally responsible for the
preparation of this Agreement.

(k) Counterparts. This Agreement may be executed in one or more
------------
counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

-13-
<PAGE>

If the foregoing accurately sets forth our agreement, please so indicate by
signing and returning to us the enclosed copy of this letter, whereupon this
letter shall become a binding agreement between us, under seal, as of the date
first written above.

Very truly yours,

ONESOFT CORPORATION

By: /s/ Paul D. Economon
--------------------
Paul D. Economon
Corporate Secretary and General Counsel

ACCEPTED AND AGREED TO:

/s/ James W. MacIntyre, IV
- --------------------------
James W. MacIntyre, IV

3/7/2000
- --------------------------
Date

-14-
<PAGE>

EXHIBIT A
---------

RELEASE

In consideration of the payments ("Severance Pay") to be made by OneSoft
Corporation (the "Company") pursuant to Section 3 of my Employment Agreement
which I entered into with the Company on ________________ __, 2000, I, James
MacIntyre, IV, hereby agree and acknowledge as follows:

I hereby waive my right to assert any form of legal claim against the Company/2/
whatsoever for any alleged action, inaction or circumstance existing or arising
from the beginning of time through ________________(the "Separation Date"). My
waiver and release herein is intended to bar any form of legal claim, charge,
complaint or any other form of action (jointly referred to as "Claims") against
the Company seeking any form of relief including, without limitation, equitable
relief (whether declaratory, injunctive or otherwise), the recovery of any
damages or any other form of monetary recovery whatsoever (including, without
limitation, back pay, front pay, compensatory damages, emotional distress
damages, punitive damages, attorneys fees and any other costs) against the
Company, for any alleged action, inaction or circumstance existing or arising
through the "Separation Date".

Without limiting the foregoing general waiver and release, I specifically
release the Company from and waive my right to bring any Claim arising from or
related to my employment relationship with the Company or the termination
thereof, including, without limitation:

** Claims under any state or federal discrimination, fair employment
practices or other employment related statute, regulation or executive
order (as they may have been amended through the Change in Status Date)
prohibiting discrimination or harassment based upon any protected status
including, without limitation, race, national origin, age, gender, marital
status, disability, veteran status or sexual orientation. Without
limitation, specifically included in this paragraph are any Claims arising
under the federal Age Discrimination in Employment Act, the Older Workers
Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII
of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal
Pay Act, the Americans With Disabilities Act and any similar Virginia or
other state statute.

** Claims under any other state or federal employment related statute,
regulation or executive order (as they may have been amended through the
Separation Date) relating to wages, hours or any other terms and conditions
of employment. Without limitation, specifically included in this paragraph
are any Claims arising under the Fair Labor Standards Act, the Family and
Medical Leave Act of 1993, the National Labor Relations Act, the
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any
similar Virginia or other state statute. Also included in this paragraph
are Claims arising under the Employee Retirement Income Security Act of
1974 except to the extent that I am not aware of a dispute with respect to
such Claim and could not reasonably be aware of a dispute with respect to
such Claim as of the date of execution of this Release.

- -----------------------------
/2/ For the purposes of this Release, the parties agree that the term "Company"
shall include OneSoft Corporation, its divisions, affiliates, parents and
subsidiaries, and its and their respective officers, directors, employees,
agents and assigns.

-15-
<PAGE>

** Claims under any state or federal common law theory including, without
limitation, wrongful discharge, breach of express or implied contract,
promissory estoppel, unjust enrichment, breach of a covenant of good faith
and fair dealing, violation of public policy, defamation, interference with
contractual relations, intentional or negligent infliction of emotional
distress, invasion of privacy, misrepresentation, deceit, fraud or
negligence.

** Any other Claim arising under local, state or federal law.

The foregoing release does not release the Company from its obligation to
indemnify me in accordance with Section 8 of the Employment Agreement.

Signed this __ day of ___________, 20__,

___________________________________
James MacIntyre, IV

-16-

<PAGE>

Exhibit 10.33

ONESOFT CORPORATION
1505 Farm Credit Drive
McLean, Virginia 22102

February 22, 2000

John L. Wyatt

Re: Employment Agreement
--------------------

Dear John:

This letter is to confirm our understanding and agreement with respect to (i)
your employment by OneSoft Corporation (the "Company") for the period from and
after March 15, 2000, (ii) your agreement to protect and preserve information
and property which is confidential and proprietary to the Company, (iii) your
agreement not to solicit employees, partners or customers of OneSoft, (iv) your
agreement not to disparage the Company, and (v) your agreement not to compete
with the Company (the terms and conditions set forth in this letter shall
hereinafter be referred to as this "Agreement"). In consideration of the mutual
promises and covenants contained in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the Company and you have agreed as follows:

1. Employment. The Company shall employ you, and you agree to be employed by
-----------
the Company, as President and Chief Operating Officer ("COO"), and you agree to
perform the services and fulfill the responsibilities consistent with such
position, and such other services and responsibilities as may be prescribed by
the Board of Directors or Chief Executive Officer ("CEO") from time to time
which are consistent with such position and the other terms hereof. You agree
to devote substantially all of your business time to the business of the
Company; provided, however, that you may continue your participation on the
Boards of Directors of either the companies or organizations listed on Exhibit A
or, with prior written consent of the CEO of the Company (which shall not be
withheld or delayed unreasonably), any other company or organization as long as
such participation on any such Board does not interfere with the performance of
your duties to the Company or conflict with your obligations under Section 5 of
this Agreement.

2. Term of Employment.
------------------

(a) Term; Termination. Your employment shall be governed by this
-----------------
Agreement, commencing as of March 15, 2000 and continuing through
March 14, 2004; provided, however, that this Agreement may be renewed
upon the written
<PAGE>

agreement of the parties for additional periods of no more than two
(2) years (the original period and any successive renewal thereof, if
any, being hereinafter referred to as the "Term"). If not renewed
pursuant to this Section, your employment by the Company will
terminate at the end of the Term. Notwithstanding the foregoing, your
employment hereunder may be terminated upon the first to occur of the
following:

(i) immediately upon your death;

(ii) by the Company:

(A) following your failure, due to illness, accident or any
other physical or mental incapacity, to perform the
services provided for hereunder for an aggregate of ninety
(90) days within any period of one hundred and twenty (120)
consecutive days during the term hereof ("Disability");

(B) for Cause or by a Constructive Termination (each as
hereinafter defined); or

(iii) by you, voluntarily, upon ninety (90) days' prior written
notice to the Company.

(i) any action or omission by you involving willful misconduct or
gross negligence which materially injures or threatens to injure
the Company's business or reputation, monetarily or otherwise;

(ii) your material violation of the Company's written policies
regarding discrimination, harassment or violence;

(iii) your willful and material violation of a material provision of
Section 5 of this Agreement, which violation, if curable, is not
cured within thirty (30)

-2-
<PAGE>

days of written notice to you thereof; or

(iv) your conviction of a felony, in connection with the performance
of your duties and responsibilities hereunder or which otherwise
materially and adversely affects your ability to perform such
duties and responsibilities or materially and adversely affects
or threatens to affect the business or reputation of the
Company.

(d) Definition of "Change of Control". As used herein, a "Change of
---------------------------------
Control" shall be deemed to have occurred upon the occurrence of any
of the following:

(i) any sale, lease, exchange or other transfer (in one transaction
or a series of transactions) of all or substantially all of the
assets of the Company; or

(ii) any consolidation or merger of the Company (including, without
limitation, a triangular merger) where the existing shareholders
of the Company immediately prior to the consolidation or merger,
would not, immediately after the consolidation or merger,
beneficially own, directly or indirectly, shares representing in
the aggregate more than fifty percent (50%) of the combined
voting power of all the outstanding securities of the
corporation issuing cash or securities in the consolidation or
merger.

(e) Actions Upon Termination. Upon termination of your employment with
------------------------
the Company for any reason, you shall cease holding yourself out as an
employee of the Company and shall thereafter refrain from taking any
action purportedly on behalf of the Company.

3. Compensation.
-------------

-3-
<PAGE>

under applicable law. Your Base Salary shall be reviewed by the Board
of Directors or the Compensation Committee thereof annually, within
ninety (90) days after calendar year-end, and shall be increased (but
not decreased) as the Board or such committee may determine in their
sole discretion, effective as of January 1 of each year during the
Term (including any renewals thereof).

(b) Annual Incentive Bonus. In addition to the foregoing, you shall be
----------------------
eligible to receive an annual incentive bonus of up to two hundred
thousand dollars ($200,000.00), such bonus to be paid in quarterly
installments in the first year of the Term and annually thereafter in
such amounts as the Board of Directors or Compensation Committee or
their designee may determine in its sole discretion in recognition of
your performance and that of the Company in obtaining such performance
goals as the Board of Directors or Compensation Committee or their
designee may establish (any such annual incentive bonus is hereinafter
referred to as your "Annual Incentive Bonus"). Upon any termination
of your employment by the Company without Cause or by a Constructive
Termination, you shall receive a prorated portion of the maximum
Annual Incentive Bonus based on the proportion of the calendar year
through the termination date and your partial percentage
accomplishment or complete accomplishment of the performance goals set
for you, and such Bonus will be paid at such time as the Bonus is
determined and paid to the Company's senior executives. At all times,
the amount of the Annual Incentive Bonus and the criteria on which the
Annual Incentive Bonus is based are at the sole discretion of the
Board of Directors or Compensation Committee or their designee.

(c) Stock Option Eligibility. The Company will grant you an option to
------------------------
purchase four hundred thousand (400,000) shares of the Company's
common stock, the terms of which shall be set forth in a stock option
agreement approved by the Board of Directors ("Stock Option
Agreement") and executed simultaneously herewith. Such options will
vest according to the terms of the Stock Option Agreement and shall be
"non-qualified stock options".

(d) Termination Without Cause or by a Constructive Termination. In the
----------------------------------------------------------
event your employment shall be terminated during the Term by the
Company without Cause or by a Constructive Termination, you shall be
entitled to receive payment of an amount equal to twelve (12) months
of your annual Base Salary in effect immediately prior to such
termination plus a pro-rated portion of your maximum Annual Incentive
Bonus for such fiscal year in accordance with Section 3(b). Such
payments shall be made by the Company in accordance with its then
established payroll practices (but no later than thirty (30) days
after such termination) and such payments shall be less any applicable
federal, state, local or other employment-related deductions.
Notwithstanding any termination of your employment, you shall continue
to be bound by the provisions of this Agreement. The Company shall
have no obligation to make or continue any payment pursuant to this

-4-
<PAGE>

Section unless you are in material compliance with your obligations
under Section 5 and have signed the Release as set forth in Section
3(i).

(e) Termination with Cause or by You during Term. In the event your
--------------------------------------------
employment shall be terminated during the Term by the Company for
Cause or by you voluntarily (which shall not include any Constructive
Termination), no further compensation or benefits of any kind shall be
payable or provided to you hereunder, except for any amounts and
benefits then accrued but unpaid and health insurance benefits
required by applicable law; provided, however, that you shall continue
to be bound by the terms and conditions of this Agreement.

(f) Terminations Due to Death or Disability. In the event your employment
---------------------------------------
shall be terminated during the Term by the Company due to your death
or Disability, you or your estate, as the case may be, shall be
entitled to receive any salary and benefits accrued but unpaid as of
the date of termination. The Company shall have no other obligations
to you under such circumstances except as set forth in the preceding
sentence.

(g) Expiration Occasioned by Company. If the Company determines under
--------------------------------
Section 2(a) above that the Term shall not be extended despite your
desire to extend such Term, and, subject to any earlier termination of
this Agreement in accordance with its terms, in which case this
Section 3(g) shall not apply, you shall be entitled to receive payment
of an amount equal to twelve (12) months of your annual Base Salary
then in effect immediately prior to such termination plus a pro-rated
portion of your maximum Annual Incentive Bonus for such fiscal year.
Such payments shall be made by the Company in accordance with its then
established payroll practices (but no later than thirty (30) days
after such termination) and shall be less any applicable federal,
state, local or other employment-related deductions. Furthermore, if
the Company decides not to extend the Term, then you shall be entitled
to the continuation of benefits set forth in Section 3(h). The Company
shall have no obligation to make or continue any payment pursuant to
this Section unless you are in material compliance with your
obligations under Section 5 and have signed the Release as set forth
in Section 3(i).

(h) Continuation of Benefits. In the event your employment hereunder is
------------------------
terminated by the Company for Cause or by you voluntarily (which shall
not include any Constructive Termination), then you may continue your
medical and dental benefits pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA") at your own cost. If your
employment hereunder is terminated during the Term by the Company
without Cause or pursuant to Section 3(g) or by a Constructive
Termination, and you choose to continue your benefits pursuant to
COBRA, the Company will reimburse you for the cost of the medical and
dental premiums for a period of eighteen (18) months, after which you
may continue the benefits at your own cost for the period of time
required by COBRA. The

-5-
<PAGE>

Company shall have no obligation to reimburse you for the cost of the
medical and dental premiums, unless you are in material compliance
with your obligations under Section 5 and have signed the Release as
set forth in Section 3(i).

(i) Waiver and Release of Claims. The Company's obligation to make any
----------------------------
payments pursuant to Sections 3(d), (g) or (h) of this Agreement shall
be conditioned upon your agreement to sign a Release substantially in
the form attached hereto as Exhibit B on or within ten (10) days of
---------
your receipt of the Company's written request to do so. In the event
that you fail to or choose not to sign such Release within the time
period set forth in the previous sentence, the Company shall have no
obligation to make such payments or to accelerate your options if such
acceleration otherwise would be required by the terms of the Stock
Option Agreement relating to terminations by the Company without Cause
or by a Constructive Termination.

4. Benefits and Reimbursement of Expenses.
---------------------------------------

(a) Vacation. You shall be entitled to four (4) weeks of paid vacation
--------
leave per year. Upon termination of employment, the Company shall pay
you only for earned but unused vacation time up to a maximum of four
(4) weeks. You shall not be entitled to any compensation for unused
vacation time except as described in this Section 4(a).

(b) Benefits. In connection with your employment hereunder, you shall be
--------
entitled to participate in any employee benefit plans which the
Company provides or may establish generally for the benefit of its
senior executive employees of comparable status (including, without
limitation, any group life, health, dental and other insurance plans).
The Company shall provide you with group life insurance in an amount
equal to two (2) times your annual Base Salary on the date of issuance
of the policy and disability insurance as provided by the Company
generally for the benefit of its senior executive employees.

(c) Home Business Equipment. If requested, the Company will supply you
-----------------------
with ordinary and reasonable home business equipment for your use
during the Term of this Agreement. Upon the termination of this
Agreement or at the request of the CEO, you agree to return such
equipment to the Company within ten (10) days of the termination or
request, whichever is applicable. In the event the equipment is
broken or displays signs other than ordinary wear and tear or if you
fail to return such equipment, the Company reserves the right to
deduct the replacement cost of such equipment from your paycheck and
you hereby authorize the Company to withhold any amount due from your
paycheck.

(d) Reimbursement of Expenses. You shall be entitled to reimbursement for
-------------------------
ordinary and reasonable out-of-pocket business expenses, including but
not

-6-
<PAGE>

limited to air travel (which shall be coach class but may be upgraded
to business class for any flights greater than three hours in
duration) and hotel accommodations, which are reasonably incurred by
you in furtherance of the Company's business, and otherwise in
accordance with reasonable policies adopted from time to time by the
Company.

5. Noncompetition, Nonsolicitation, Nondisclosure, Assignment of Work
------------------------------------------------------------------
Product, and Nondisparagement.
------------------------------

(a) Acknowledgments. You acknowledge that: (i) the Company currently is
----------------
in the business of assisting other companies to conduct electronic
commerce over the Internet ("E-Commerce"). In particular, the Company
currently develops and distributes computer software that enables
companies to conduct E-Commerce, provides consulting services to
companies concerning the market for E-Commerce and methods to improve
one's business by conducting E-Commerce, assists companies in building
their E-Commerce web sites by implementing the Company's software or
software created by third parties, and creates, hosts and manages web
sites and other E-Commerce applications created by the Company or
third parties. The Company and you recognize that the Company may
engage in additional or different lines of business during the Term,
and therefore agree that this Agreement shall apply to these
additional or different lines of business; (ii) the Company has
developed a significant reputation and goodwill in its industry
throughout the United States and abroad; (iii) the success of the
Company's business depends upon the continued confidentiality of its
proprietary information and trade secrets; (iv) you are or will be
employed by the Company in a position of trust and confidence and in a
capacity in which you have or will become familiar with the Company's
confidential information and trade secrets; and (v) in the course of
your employment or through the use of Company facilities or resources,
you may have or may in the future have contributed to the development
of Company trade secrets and confidential business information.

(b) Noncompetition.
--------------

(i) During the period of employment, and for a period of one (1) year
after termination of such employment (for any reason, whether
voluntary or involuntary), you will not perform the same or
similar services for a Direct Competitor, Customer or Partner of
the Company that you performed for the Company.

(A) A Direct Competitor of the Company is a person or entity
that is compared to OneSoft as materially competitive or
compared to any direct competitor (except IBM or Microsoft)
as materially competitive, by any of the investment, banking
and analyst organizations listed on Exhibit C hereto. A
---------
non-exclusive list

-7-
<PAGE>

of such entities is attached hereto at Exhibit D.
---------

(B) A Customer of the Company is a person or entity that the
Company has billed for services within the twelve (12)
months preceding your termination of employment with the
Company, provided that this definition shall include only
-------------
those Customers with which you were substantially involved
in the solicitation of, negotiations with, or performance of
services for such Customer.

(C) A Partner of the Company is a person or entity that has
entered into, or is in negotiations with the Company to
enter into, a written agreement with the Company to provide
internet or e-commerce solutions or other services to
customers of OneSoft and/or the Partner or their licensees,

provided that this definition shall include only those
-------------
Partners with which you were substantially involved in the
negotiations.

(ii) The restriction in this Agreement precluding you from performing
services for a Direct Competitor, Customer or Partner does not
preclude you from working in the high technology industry, the
software industry, the Internet industry, the E-Commerce
industry, or otherwise in a completely different capacity or
other than on behalf of a Direct Competitor, Customer or Partner
of the Company. Notwithstanding anything else to the contrary in
this Section 5(b), you shall be permitted to accept such
employment with either a Customer or a Partner upon termination
of your employment with the Company if (A) such Customer or
Partner is not a Direct Competitor of the Company listed on
Exhibit D, (B) you demonstrate to the Company that such
employment would not be materially detrimental to the business of
the Company solely by reason of your employment by such Customer
or Partner, and (C) you obtain the Company's written
authorization to accept such employment, which shall be based
upon your demonstration that such employment would not be
materially detrimental to the business of the Company and which
shall not be unreasonably withheld or delayed.

(i) Customers, Partners & Business. During your employment with the
------------------------------
Company and for a period of one (1) year after termination of
such employment (for any reason, whether by you or by the
Company, with or without Cause, by Constructive Termination or
non-renewal of the term of this Agreement), you will not directly
or indirectly, either for yourself or for any other person,
business, partnership, association, firm, company or corporation,
call upon, solicit, divert, take away or attempt to solicit,

-8-
<PAGE>

divert or take away, (A) any of the Customers (as that term has
been defined in Section 5(b)), (B) any of the prospective
customers being solicited actively by the Company at the time of
your termination for which you have had substantial involvement
in the solicitation during the twelve (12) months prior to your
termination, (C) any of the Partners (as that term has been
defined in Section 5(b)), and (D) any of the prospective partners
with whom the Company is actively negotiating at the time of your
termination for which you have had substantial involvement in the
negotiations during the twelve (12) months prior to your
termination.

(ii) Employees. During your employment with the Company and for a
---------
period of one (1) year thereafter, you will not solicit, recruit,
attempt to recruit, hire, or attempt to hire any employee(s) of
the Company at the time of termination on behalf of any business,
firm, company, partnership, association, corporation or any other
entity other than the Company.

(d) Nondisclosure.
-------------

(i) During your employment with the Company and for a period of five
(5) years after termination of such employment, you will not at
any time, for any reason whatsoever (other than as necessary and
proper to promote and advance the business of the Company),
reveal to any person, association or company any confidential
information concerning the organization, including, but not
limited to, information about employees; sales and marketing
operations; corporate reorganization, merger, consolidation;
sales or marketing plans and strategies; pricing policies;
vendor, customer or client lists and accounts; the business,
finances or financial information, technology, formulae,
research, development, models, computer programs, designs,
descriptions, blueprints, data, information, or the existence or
betterment of possible new uses or applications for any product
or service, of the Company or of any of its customers, clients,
supplies, consultants, licensees, or others with which the
Company does business ("Business Partners") so far as you may
have come or may come to know of them through your performance of
your duties to the Company, except (i) as may be required in the
ordinary course of performing your duties as an employee,
officer, or director of the Company, or (ii) as may be disclosed
generally in the public domain through no fault of yours, or
(iii) as required by law. You agree that you shall keep secret
all such matters entrusted to you and shall not use or attempt to
use any such information in any manner for your private purposes
or in any manner which may injure or cause loss to the Company,
whether directly or indirectly.

(ii) During your employment and at anytime thereafter, you will not at
any time, for any reason whatsoever (other than as necessary and
proper to

-9-
<PAGE>

promote and advance the business of the Company), reveal to any
person, association or company any Trade Secrets/1// of the
Company, including but not limited to Trade Secrets regarding
Company software, customer lists, plans, documents, technology,
formulae, research, development, models, computer programs,
designs, descriptions, blueprints, data, or financial or other
business information, except (i) as may be required in the
ordinary course of performing your duties as an employee,
officer, or director of the Company, or (ii) as may be disclosed
generally in the public domain through no fault of yours, or
(iii) as required by law. You agree that you shall keep secret
all such matters entrusted to you and shall not use or attempt to
use any such information in any manner for your private purposes
or in any manner which may injure or cause loss to the Company,
whether directly or indirectly.

(e) Assignment of Work Product.
--------------------------

- ------------------------
/1// For the purposes of Section 5, the term "trade secrets" shall be given
its broadest interpretation under Virginia law and shall include, but not be
limited to, information, including a formula, pattern, compilation, program,
device, method, technique or process, that: (i) derives independent economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

-10-
<PAGE>

management reports, internal reports and memoranda, customer
lists, marketing plans or pricing policies (collectively
"Intellectual Property").

(B) With respect to any Intellectual Property which you have not
disclosed to the Company pursuant to this Section 5(e)(ii)
but which is incorporated into Company products or services
or brought to the Company for use in the Company products or
services or which you have disclosed to the Company but
incorporated into work performed for the Company without the
Company's express written permission, you hereby assign to
the Company all rights in all such Intellectual Property in
accordance with Section 5(e)(i).

(iv) Except as specified in Section 5(e)(ii) and/or materials in the
public domain, all Employee Work Product furnished by you to the
Company will be Company Work Product and will not to the best of
your knowledge or belief violate or infringe upon any right,
patent, copyright, trademark or right of privacy, or constitute
libel or slander against or violate any other rights of any
person, firm or corporation.

(f) Works Made For Hire. All original works of authorship and other such
-------------------
Work Product which are made by you (solely or jointly with others)
within the scope of

-11-
<PAGE>

your employment and which are protectable by copyright are "works made
for hire," pursuant to United States Copyright Act (17 U.S.C. Section
101).

(g) Nondisparagement. During your employment with the Company and for a
----------------
period of three (3) years after termination of such employment, you
will not make any statements that are professionally or personally
disparaging about, or adverse to, the interests of the Company
(including its officers, directors and management employees)
including, but not limited to, any statements that disparage any
person, product, service, finances, financial condition, capability or
any other aspect of the business of the Company, and you will not
engage in any conduct which is intended to harm professionally or
personally the reputation of the Company (including its officers,
directors and management employees), provided, however, that, this
-------- ------- ----
Section shall not prohibit you from exercising any legal rights or
obligations you may have to file complaints with or participate in any
investigations by, any government agency.

(h) Reasonableness of Restrictions. You recognize and acknowledge that
------------------------------
(i) the types of employment which are prohibited by this Section 5 are
narrow and reasonable in relation to the skills which represent your
principal basis of employability with the Company and with other
prospective employers, and (ii) the temporal and specific but broad
geographic scope of the provisions of this Section 5 are reasonable,
legitimate and fair to you, and necessary to protect the legitimate
interests of the Company.

(i) Survival of Acknowledgments and Agreements. Your acknowledgments and
------------------------------------------
agreements set forth in this Section 5 shall survive, in accordance
with their respective terms, the expiration or termination of this
Agreement and the termination of your employment with the Company for
any reason.

6. Disclosure to Future Employers. You agree that during the term of your
-------------------------------
employment by the Company and for five years thereafter you will provide,
and the Company may similarly provide in its discretion, a copy of the
covenants contained in Section 5 of this Agreement to any enterprise which
you may, directly or indirectly, own, manage, operate, finance, join,
control or in which you participate in the ownership (other than ownership
of less than five percent (5%) of a publicly traded company), management,
operation, financing, or control, or with which you may be involved as an
officer, director, employee, partner, principal, agent, representative,
consultant or otherwise.

7. Records. Upon termination of your relationship with the Company, you shall
--------
deliver to the Company any property of the Company which may be in your
possession, including products, materials, computer disks, memoranda,
notes, records, reports, and other documents, including but not limited to
all copies of the same.

8. No Conflicting Agreements. You hereby represent and warrant that you have
--------------------------
no

-12-
<PAGE>

commitments or obligations inconsistent with this Agreement and you hereby
agree to indemnify and hold the Company harmless from and against loss,
damage, liability or expense arising from any claim based upon
circumstances alleged to be inconsistent with such representation and
warranty.

9. Indemnification. During the period of your employment hereunder and
----------------
thereafter, the Company will indemnify you in your capacity as an officer
and employee of the Company or any Affiliate thereof to the maximum extent
permitted under applicable state law and the Company's Charter and By-laws.
In addition, in the event that you are elected as a director of the Company
or any Affiliate thereof, the Company will indemnify you in your capacity as
a director of the Company or such Affiliate to the maximum extent permitted
under applicable state law and the Company's Charter and Bylaws. Without
limiting the foregoing, the Company will pay all expenses incurred by you in
accordance with Section 145(e) of the Delaware General Corporation Law.

10. General.
--------

(a) Notices. All notices, requests, consents and other communications
-------
hereunder shall be in writing, shall be addressed to the receiving
party's address set forth below or to such other address as a party
may designate by notice hereunder, and shall be either (i) delivered
by hand, (ii) sent by nationally recognized overnight courier service,
(iii) made by facsimile transmission, or (iv) sent by registered or
certified mail, return receipt requested, postage prepaid:

If to the Company: OneSoft Corporation
1505 Farm Credit Drive
McLean, VA 22102
Attn: James W. MacIntyre IV

with a copy to: Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, PC
One Financial Center
Boston, MA 02111
Attn: Robert M. Gault, Esquire

If to you: John L. Wyatt

All notices, requests, consents and other communications hereunder
shall be deemed to have been given either (i) if by hand, at the time
of the delivery thereof to the receiving party at the address of such
party set forth above, (ii) if sent by overnight courier, on the next
business day following the day such notice is delivered to the courier
service, (iii) if made by facsimile transmission, at the time that
receipt thereof has been acknowledged by electronic confirmation or

-13-
<PAGE>

otherwise, or (iv) if sent by registered mail, on the fifth business
day following the day such mailing is made.

(b) Entire Agreement. This Agreement embodies the entire agreement and
----------------
understanding between the parties hereto with respect to the subject
matter hereof and supersedes all prior or contemporaneous oral or
written agreements and understandings relating to the subject matter
hereof. No statement, representation, warranty, covenant or agreement
of any kind not expressly set forth in this Agreement shall affect, or
be used to interpret, change or restrict, the express terms and
provisions of this Agreement.

(c) Modifications and Amendments. The terms and provisions of this
----------------------------
Agreement may be modified or amended only by written agreement
executed by the parties hereto.

(d) Waivers and Consents. The terms and provisions of this Agreement may
--------------------
be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of
such terms or provisions. No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any
other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific
instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.

(e) Parties. This Agreement is personal and shall in no way be subject to
-------
assignment by you except as contemplated hereby. This Agreement shall
be binding upon and shall inure to the benefit of the Company and its
successors and assigns either by merger, operation of law,
consolidation, assignment, purchase or other acquisition of a
controlling interest in the business of the Company, and shall be
binding upon and shall inure to your benefit and that of your heirs,
executors, administrators, personal and legal representatives,
distributees, devisees, legatees, successors and permitted assigns.
If you should die while any amounts would still be payable to you
hereunder (other than amounts to which you would be entitled by reason
of continued employment), all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement
to your devisees, legatees or other designee or, if there be no such
designee, to your estate. The Company agrees that a successor in
interest by merger, operation of law, consolidation, assignment,
purchase or other acquisition of a controlling interest in the
business of the Company will be informed prior to such event of the
existence of this Agreement.

(f) Governing Law. This Agreement and the rights and obligations of the
-------------
parties hereunder shall be construed in accordance with and governed
by the law of the Commonwealth of Virginia, without giving effect to
the conflict of law principles thereof.

-14-
<PAGE>

(g) Dispute Resolution. Any dispute arising with respect to this
------------------
Agreement shall be submitted to arbitration in the greater Washington,
D.C. metropolitan area under the rules of the American Arbitration
Association (the "AAA") before a single arbitrator jointly selected by
the parties or, if they shall not have agreed on an arbitrator within
(10) days after receipt by one of them of written notice from the
other of the existence of a dispute, a single arbitrator selected by
the AAA in accordance with its rules. The decision of the arbitrator
shall be final and binding on the parties and the arbitrator may award
costs and expenses to and among the parties in accordance with the
arbitrator's determination of the extent to which the parties shall
have prevailed in the arbitration.

(h) Severability. In the event that any arbitrator or court of competent
------------
jurisdiction shall determine that any provision, or any portion
thereof, contained in this Agreement shall be invalid or unenforceable
in any respect, then such provision shall be deemed limited to the
extent that such arbitrator or court deems it valid and enforceable,
and as so limited shall remain in full force and effect. In the event
that such arbitrator or court shall deem any such provision, or
portion thereof, wholly invalid or unenforceable, the remaining
provisions, or portions of such provision, of this Agreement shall
nevertheless remain in full force and effect.

(i) Injunctive Relief. You hereby expressly acknowledge that,
-----------------
notwithstanding any other provision hereof, including but not limited
to Section 10(g), any breach or threatened breach of any of the terms
and/or conditions set forth in Section 5 of this Agreement will result
in immediate, substantial, continuing and irreparable injury to the
Company. Therefore, you hereby agree that, in addition to any other
remedy that may be available to the Company, the Company shall be
entitled to injunctive or other equitable relief by a court of
competent jurisdiction in the event of any breach or threatened breach
of the terms of Section 5 of this Agreement.

(j) No Waiver of Rights, Powers and Remedies. No failure or delay by a
----------------------------------------
party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, shall
operate as a waiver of any such right, power or remedy of the party.
No single or partial exercise of any right, power or remedy under this
Agreement by a party hereto, nor any abandonment or discontinuance of
steps to enforce any such right, power or remedy, shall preclude such
party from any other or further exercise thereof or the exercise of
any other right, power or remedy hereunder. The election of any
remedy by a party hereto shall not constitute a waiver of the right of
such party to pursue other available remedies. No notice to or demand
on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further

-15-
<PAGE>

notice or demand in similar or other circumstances or constitute a
waiver of the rights of the party giving such notice or demand to any
other or further action in any circumstances without such notice or
demand.

(k) Interpretation. The parties hereto acknowledge and agree that: (i)
--------------
each party and its or his counsel reviewed and negotiated the terms
and provisions of this Agreement and have contributed to its revision;
(ii) the rule of construction to the effect that any ambiguities are
resolved against the drafting party shall not be employed in the
interpretation of this Agreement; and (iii) the terms and provisions
of this Agreement shall be construed fairly as to all parties hereto
and not in favor of or against any party, regardless of which party
was generally responsible for the preparation of this Agreement.

(l) Counterparts. This Agreement may be executed in one or more
------------
counterparts, and by different parties hereto on separate
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

(m) Effective Date. This Agreement is conditioned on and shall not take
--------------
effect without the approval of the Board of Directors of the Company.
The Effective Date of this Agreement shall be the date that such
approval is obtained.

Very truly yours,

ONESOFT CORPORATION

By: /s/ James W. MacIntyre, IV
------------------------------------

ACCEPTED AND AGREED TO:

/s/ John L. Wyatt
- --------------------------
John L. Wyatt
Approved:

/s/ Paul D. Economon
------------------------------------
Secretary of the Board of Directors

Date: 2-24-00
----------------------

-16-
<PAGE>

EXHIBIT A
---------

1. .COM Group

2. Public Interest Breakthroughs

-17-
<PAGE>

EXHIBIT B
---------

RELEASE

In consideration of the payments ("Severance Pay") to be made by OneSoft
Corporation (the "Company") pursuant to Section 3 of my Employment Agreement
which I entered into with the Company on February __, 2000, I, John L. Wyatt,
hereby agree and acknowledge as follows:

I hereby waive my right to assert any form of legal claim against the Company/2/
whatsoever for any alleged action, inaction or circumstance existing or arising
from the beginning of time through ________________ (the "Separation Date") with
respect to my employment relationship with the Company or the termination
thereof. My waiver and release herein is intended to bar any form of legal
claim, charge, complaint or any other form of action (jointly referred to as
"Claims") against the Company seeking any form of relief including, without
limitation, equitable relief (whether declaratory, injunctive or otherwise), the
recovery of any damages or any other form of monetary recovery whatsoever
(including, without limitation, back pay, front pay, compensatory damages,
emotional distress damages, punitive damages, attorneys fees and any other
costs) against the Company, for any alleged action, inaction or circumstance
existing or arising through the "Separation Date" with respect to my employment
relationship with the Company or the termination thereof.

** Claims under any state or federal discrimination, fair employment
practices or other employment related statute, regulation or executive
order (as they may have been amended through the Change in Status
Date) prohibiting discrimination or harassment based upon any
protected status including, without limitation, race, national origin,
age, gender, marital status, disability, veteran status or sexual
orientation. Without limitation, specifically included in this
paragraph are any Claims arising under the federal Age Discrimination
in Employment Act, the Older Workers Benefit Protection Act, the Civil
Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans
With Disabilities Act and any similar Virginia or other state statute.

** Claims under any other state or federal employment related statute,
regulation or

- -----------------
/2/ For the purposes of this Release, the parties agree that the term
"Company" shall include OneSoft Corporation, its divisions, affiliates, parents
and subsidiaries, and its and their respective officers, directors, employees,
agents and assigns.

-18-
<PAGE>

executive order (as they may have been amended through the Separation
Date) relating to wages, hours or any other terms and conditions of
employment. Without limitation, specifically included in this
paragraph are any Claims arising under the Fair Labor Standards Act,
the Family and Medical Leave Act of 1993, the National Labor Relations
Act, the Employee Retirement Income Security Act of 1974, the
Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any
similar Virginia or other state statute.

** Claims under any state or federal common law theory based on wrongful
discharge, breach of express or implied contract, promissory estoppel,
unjust enrichment, breach of a covenant of good faith and fair
dealing, violation of public policy, interference with contractual
relations, intentional or negligent infliction of emotional distress,
invasion of privacy, or negligence.

Signed this __ day of ___________, 20__

___________________________________
John L. Wyatt

-19-
<PAGE>

EXHIBIT C
---------

1. DB Alex Brown

2. Forrester

3. Meta

4. Gartner

-20-
<PAGE>

EXHIBIT D
---------

1. Broadvision

2. Interworld

3. Vignette

4. Art Technology Group

5. International Business Machines

6. Microsoft Corporation

7. Open Market

8. Blue Martini

9. Space Works, Inc.

10. Allaire

11. Intershop

-21-

<PAGE>

<TABLE>
<CAPTION>
Exhibit 10.34
REGUS BUSINESS CENTRE SERVICE AGREEMENT

<S> <C>
Agreement number Agreement date (DD/MM/YY)
- -----------------------------------------------------------------------------------------------------------------------------------
The address of the business centre
- -----------------------------------------------------------------------------------------------------------------------------------
Address 303 Twin Dolphin Drive, Suite 600 City Redwood Shores
- -----------------------------------------------------------------------------------------------------------------------------------
State CA Zip Code 95065
- -----------------------------------------------------------------------------------------------------------------------------------

Your details - Client
- -----------------------------------------------------------------------------------------------------------------------------------
Company name OneSoft Corporation Contact Name/Title Randall Pevin, VP, Operations
- -----------------------------------------------------------------------------------------------------------------------------------
Address 1505 Farm Credit Drive City McLean
- -----------------------------------------------------------------------------------------------------------------------------------
State VA Zip Code 22102
- -----------------------------------------------------------------------------------------------------------------------------------
Telephone (703) 821-9190 Fax (703) 821-2248
- -----------------------------------------------------------------------------------------------------------------------------------

Your invoicing details (if different) - Client
- -----------------------------------------------------------------------------------------------------------------------------------
Company Name Contact Name/Title
- -----------------------------------------------------------------------------------------------------------------------------------
Address City
- -----------------------------------------------------------------------------------------------------------------------------------
State Zip Code
- -----------------------------------------------------------------------------------------------------------------------------------
Telephone Fax
- -----------------------------------------------------------------------------------------------------------------------------------

The nature of your business for the purpose of this Agreement
- -----------------------------------------------------------------------------------------------------------------------------------

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

The number of workstations you are paying for and the room numbers allocated to you
- -----------------------------------------------------------------------------------------------------------------------------------
Number of workstations 4 Room numbers initially allocated to you 58 + 57
- -----------------------------------------------------------------------------------------------------------------------------------

The standard fee per calendar month The service retainer you have paid
- -----------------------------------------------------------------------------------------------------------------------------------
$ 2,650 + $2,650 plus local taxes of $ 42.93 $ 5,300 x 2 = $10,600
- -----------------------------------------------------------------------------------------------------------------------------------

The initial period for which the agreement lasts
- -----------------------------------------------------------------------------------------------------------------------------------
Start date (DD/MM/YY) 01/07/00 End date (DD/MM/YY) 30/06/01
- -----------------------------------------------------------------------------------------------------------------------------------
Comments
- -----------------------------------------------------------------------------------------------------------------------------------
Office 58 $2,650 @ 10% corp discount = $2,385

Office 57 $2,650 @ 10% corp discount = $2,385

Global Framework agreement needs to be signed before March 31, 2000 to qualify for the 10% corp discount.
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
We are REGUS BUSINESS CENTRE CORP. of 100 Manhattanville Road, Purchase, NY 10577. This Agreement incorporates our Terms of
Business attached to this Agreement USING REGUS BUSINESS CENTRES which you confirm you have read and understood. We both agree
to comply with those terms and our obligations as set out in them. Note that the agreement does not come to an end automatically.
See "Bringing your agreement to an end" in the Terms of Business.

Name /s/ Randall V. Pevin (printed)
----------------------------------

Title VP Operations (printed)
----------------------------------

Date 3/8/00 (printed)
----------------------------------

SIGNED on your behalf - Client

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

Name ---------------------------------- (printed)

Title ---------------------------------- (printed)

Date ---------------------------------- (printed)

SIGNED on our behalf - Regus

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

Rev 1/00

</TABLE>
<PAGE>

TERMS OF BUSINESS

- --------------------------------------------------------------------------------
USING REGUS BUSINESS CENTRES

We are Regus Business Centre Corp. These are our terms of business. They apply
to the service agreement which you the client have signed (which we refer to
simply as your agreement). If two or more of you have signed the agreement your
liabilities are joint and several. Your agreement supersedes any previous
agreement you may have had with us for the same services and contains all the
terms we have agreed.

STANDARD SERVICES INCLUDED IN YOUR STANDARD FEE

Furnished office accommodation : We are to provide the number of serviced and
fully furnished office rooms for which you have agreed to pay in the business
centre stated in your agreement. Your agreement lists the rooms we have
initially allocated for your use. We may need to allocate different rooms from
time to time, but these will be of equivalent size and we will attempt to obtain
your approval with respect to such different rooms in advance.

Office services : We are to provide the following office services during normal
opening hours Monday to Friday

. access to your accommodation
. personalised telephone answering by our operators
. reception of your visitors by our receptionist
. heating and (where available) air conditioning
. lighting and electrical power
. cleaning
. servicing, maintenance and repair of our equipment
. use of a kitchen, sanitary facilities and photocopying areas

We are happy to discuss special arrangements for use of these facilities outside
our normal opening hours.

Loyalty bonus : During each calendar month while this agreement lasts you are
entitled (subject to availability) to 4 hours free use of a standard 1 - 4
person meeting or board room in the business centre and 3 days' free use of
a 1 - 2 person office at any other Regus business centre world wide.

ADDITIONAL SERVICES

The following services are available for an extra charge in accordance with our
published rates which are subject to change from time to time.

. Secretarial services . Photocopying
. Telephone sets, line and usage . Messaging
. Courier services . Facsimile
. Travel arrangements . Office supplies
. Translations . Meeting and conference rooms
. Food and beverage services . Mail handling
. Voicemail* . Video conferencing*
. Car parking* . High speed internet access*

* not available at all centres

USING THE ACCOMMODATION

On moving in : You will be asked to sign an inventory of all accommodation,
furniture and equipment you are permitted to use, together with a note of its
condition, and details of the keys or entry cards issued to you.

The nature of your business : You must only use the accommodation for office
purposes, and only for the business stated in your agreement or subsequently
agreed with us. Office use of a "retail" nature, involving frequent visits by
members of the public, is not permitted. You must not carry on a business which
competes with our business of providing serviced office accommodation. You must
not use the name Regus in any way in connection with your business.

Your name and address : You may only carry on that business in your name or some
other name that we previously agree. At your request and cost we will include
that name in the house directory at the business centre, where this is
available. You must not put up any signs on the doors to your accommodation or
anywhere else which is visible from outside the rooms you are using. You may use
the business centre address as your business address.

Taking care of our property ; You must take good care of all parts of the
business centre, its equipment, fittings and furnishings which you use. You must
not alter any part of it. You are liable for any damage caused by you or those
in the business centre with your permission or at your invitation.

Office furniture and equipment : You must not install any furniture or office
equipment, cabling, IT or telecom connections without our consent, which we may
refuse at our absolute discretion.

Keys and security : Any keys or entry cards which we let you use remain our
property at all times. You must not make any copies of them or allow anyone else
to use them without our consent. Any loss must be reported to us immediately and
you must pay the cost of replacement keys or cards and of changing locks, if
required. If you are permitted to use the business centre outside normal working
hours it is your responsibility to lock the doors to your accommodation and to
the business centre when you leave.

Comply with the law : You must comply with all relevant laws and regulations in
the conduct of your business. You must do nothing illegal. You must not do
anything that may interfere with the use of the business centre by us or by
others, cause any nuisance or annoyance, increase the insurance premiums we have
to pay or cause loss or damage to us or to the owner of any interest in the
building which contains the business centre. You acknowledge that (a) the terms
of the foregoing sentence are a material inducement to us for the execution of
your agreement and (b) any violation by you of the foregoing sentence shall
constitute a material default by you hereunder, entitling us to terminate your
agreement.

Comply with house rules : You must comply with any house rules which we impose
generally on users of the business centre whether for reasons of health and
safety, fire precautions or otherwise. You must not bring animals into the
business centre. You must not play music or use amplification equipment in a way
that can be heard outside your rooms.

Insurance : It is your responsibility to arrange insurance for your own property
which you bring into the business centre and for your own liability to your
employees and to third parties.

PROVIDING THE SERVICES

Access to your accommodation : We can enter your accommodation at any time.
However, unless there is an emergency we will as a matter of courtesy try to
inform you in advance when we need access to carry out testing, repair or works
other than routine inspection, cleaning and maintenance. We will also respect
security procedures to protect the confidentiality of your business.

At the start of your agreement : If for any reason we cannot provide the number
of rooms stated in your agreement by the date when your agreement is due to
start we have no liability to you for any loss or damages but you may cancel the
agreement without penalty. We will not charge you the standard fee for rooms you
cannot use until they become available.

Suspension of services : We may by notice suspend the provision of services
(including access to the accommodation) for reasons of political unrest,
strikes, or other events beyond our reasonable control, in which event payment
of the standard fee will also be suspended for the same period.

Our liability : We are not liable for any loss as a result of our failure to
provide a service as a result of mechanical breakdown, strike, delay, failure of
staff, termination of our interest in the building containing the business
centre or otherwise unless we do so deliberately or are grossly negligent. We
are also not liable for any failure until you have told us about it and given us
a reasonable time to put it right.

********************************************************************************

TERMS OF BUSINESS

- --------------------------------------------------------------------------------
YOUR AGREEMENT

The nature of your agreement : Your agreement is the commercial equivalent of an
agreement for accommodation in a hotel. The whole of the business centre remains
our property and in our possession and control. You acknowledge that your
agreement creates no tenancy interest, leasehold estate or other real property
interest in your favor with respect to the accommodation. We are giving you just
the right to share with us the use of the business centre so that we can provide
the services to you. The agreement is personal to you and cannot be transferred
to anyone else. We may transfer the benefit of your agreement and our
obligations under it at any time.

Duration : Your agreement lasts for the period stated in it and will then
automatically be extended for successive periods equal to the initial period
hereof until brought to an end by you or by us. The standard fee during any
extension period shall be equal to the then current standard fee for your
accommodation but in no event lower than the fee paid by you during the then
expiring period.

Bringing your agreement to an end : Either of us can terminate your agreement at
the end date stated in it, or at the end of any extension period, by giving at
least three months' notice to the other. However, if your agreement is for three
months or less and one of us wishes to terminate it, the notice period is two
months or (if shorter) one week less than the period stated in your agreement.

Ending your agreement immediately : We may put an end to your agreement
immediately by giving you notice if:

. we have a reasonable basis to believe that you may not be able to pay fees on
time

. you are in breach of one of your obligations which cannot be put right or
which we have given you notice to put right and which you have failed to put
right within fourteen days of that notice, or

. your conduct, or that of someone at the business centre with your permission
or at your invitation, is incompatible with ordinary office use

If we put an end to the agreement for any of these reasons it does not put an
end to any then outstanding obligations you may have and you must

. pay for additional services you have used

. pay the standard fee for the remainder of the period for which your agreement
would have lasted had we not ended it, or (if longer) for a further period of
three months, and

. Indemnify us against all costs and losses we incur as a result of the
termination.

If the business centre is not available : In the unlikely event that we are no
longer able to provide the services and accommodation at the business centre
stated in your agreement then your agreement will end and you will only have to
pay standard fees up to the date it ends and for the additional services you
have used. We will try to find suitable alternative accommodation for you at
another Regus business centre.

When your agreement ends

. you are to vacate the accommodation immediately, leaving it in the same
condition as it was when you took it, save for fair wear and tear. If you
leave any of your own property in the business centre we may dispose of it in
any way we choose without owing you any responsibility for it or any proceeds
of sale

. you must also enter into a Link agreement with us on our standard terms at
the time for at least 3 months.

If you continue to use the accommodation when your agreement has ended

. you are responsible for any loss, claim or liability we incur as a result of
your failure to vacate on time

. we may, at our discretion, permit you an extension subject to a surcharge on
the standard fee.

Employees : While your agreement is in force and for a period of six months
after it ends, you must not solicit or offer employment to any of our staff. If
you do, we estimate our loss at the equivalent of one year's salary for each of
the employees concerned and you must pay us damages equal to that amount.

Notices : All formal notices must be in writing.

Confidentiality : The terms of your agreement are confidential. Neither of us
must disclose them without the other's consent unless required to do so by law
or an official authority. This obligation continues after your agreement ends.

Indemnities : You must indemnify us in respect of all liability, claims,
damages, loss and expenses which may arise (except to the extent caused by our
gross negligence or willful misconduct )

. if someone dies or is injured while in the accommodation you are using

. from a third party in respect of your use of the business centre and services

. from a third party in respect of our provision of services to you

. if you do not comply with the terms of your agreement

You must also pay any costs, including reasonable legal fees, which we incur in
enforcing your agreement.

Consequential loss : If for any reason we cannot provide you with any service
our liability is limited to crediting or returning to you a fair proportion of
the relevant fee. To the extent permitted by law we have no liability whatever
for any consequential loss as a result of anything we or our staff do or fail to
do.

Applicable law: Your agreement is interpreted and enforced in accordance with
the laws of the state in which the business centre in question is located. We
both accept the non-exclusive jurisdiction of the courts of such jurisdiction.

FEES

Standard services : The standard fee is payable in advance in full by the 1st
day of each month in respect of standard services to be provided during such
calendar month. For a period of less than a month the fee will be apportioned on
a daily basis. You agree to pay promptly (i) all sales, use, excise and any
other taxes and licence fees which you are required to pay to any governmental
authority (and, at our request, will provide to us evidence of such payment) and
(ii) any taxes paid by us to any governmental authority that are attributable to
the accommodation, including, without limitation, any gross receipts, rent and
occupancy taxes, or tangible personal property taxes.

Additional services : Fees for additional services are invoiced in arrears and
payable on the 10th day of the month following the calendar month in which the
additional services were provided.

Payment terms : All payments are to be made on or before the required date.
Preferred payment shall be by credit card or wire transfer. When you pay by
check, we reserve the right to deny you access to your accommodation and/or
refuse to provide additional services to you in the absence of cleared funds.

Service retainer : The service retainer you paid on entering into your agreement
will be held by us as security for performance of all your obligations under
your agreement. The service retainer, or any balance after deducting outstanding
fees and other costs due to us, will be returned to you within 60 days after
your agreement ends. We may require you to pay an increased service retainer if

. outstanding fees exceed the service retainer held

. you frequently fail to pay fees when due.

Late payment : If you do not pay fees when due, we may charge interest at the
rate of 2% per month on the amounts outstanding but in no event greater than the
rate permitted by law. If you dispute any part of an invoice you must pay the
amount not in dispute by the due date.

Withholding services : We may withhold services (including for the avoidance of
doubt, denying you access to your accommodation) while there are any outstanding
fees and interest or you are in breach of your agreement.

Subordination : Your agreement is subordinate to our lease with our landlord and
to any other agreements to which our lease with our landlord is subordinate.

<PAGE>

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
February 4, 2000 in the third amendment to the Registration Statement (Form S-1
No. 333-94233) and related Prospectus of OneSoft Corporation for the
registration of 5,175,000 shares of its common stock.

/s/ Ernst & Young LLP

McLean, Virginia
March 14, 2000

<PAGE>

EXHIBIT 23.3

CONSENT OF THE BOSTON
CONSULTING GROUP AND SHOP.ORG

THE BOSTON CONSULTING GROUP AND SHOP.ORG HEREBY CONSENT TO THE USE OF OUR
NAMES AND THE DATA PRESENTED IN THE "BUSINESS" SECTION OF THE PROSPECTUS OF THE
ONE SOFT CORPORATION, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(REGISTRATION NO. 333-94233).

/S/ ROBERT L. SMITH, JR.
EXECUTIVE DIRECTOR
DATE: MARCH 14, 2000 SHOP.ORG

/S/ JULIE BREEN
E-COMMERCE RESEARCH
SPECIALIST

THE BOSTON CONSULTING GROUP