ONEMAIN COM INC, S-4/A, 2000-02-11

ONEMAIN COM INC
S-4/A, 2000-02-11
COMPUTER INTEGRATED SYSTEMS DESIGN

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2000

REGISTRATION NO. 333-96041
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ONEMAIN.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)

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DELAWARE 7375 11-3460073
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(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
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1860 MICHAEL FARADAY DRIVE
SUITE 200
RESTON, VIRGINIA 20190
(703) 375-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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STEPHEN E. SMITH
CHIEF EXECUTIVE OFFICER
ONEMAIN.COM, INC.
1860 MICHAEL FARADAY DRIVE
SUITE 200
RESTON, VIRGINIA 20190
(703) 375-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
STEVEN A. MUSELES, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE
TITLE OF EACH CLASS OF AMOUNT PER OFFERING AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED SHARE(1) PRICE(1) FEE
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Shares of Common Stock, par value $0.001
per share................................ 6,000,000(2) $13.00 $ 78,000,000 $ 20,592.00(2)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) promulgated under the Securities Act of 1933, as
amended.

(2) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this registration statement relates also to 765,867 shares of
common stock registered on Form S-4, Registration No. 333-77063, which
shares remain unissued and for which a fee of $5,835.09 was 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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6,765,867 SHARES

LOGO

COMMON STOCK

OneMain.com, Inc. provides Internet access and related services to
individuals and businesses located predominantly in smaller metropolitan markets
and rural communities throughout the United States.

With this prospectus, we are offering shares of our common stock from time
to time in connection with the acquisition of other businesses. We may structure
the acquisition of
businesses as:

o a merger with OneMain.com or a subsidiary of OneMain.com;

o a purchase of all of the stock of the other business; or

o a purchase of the assets of the other business.

We will negotiate the price and other terms of the acquisitions with the
owners of the businesses that are acquired. We will not pay underwriting
discounts or commissions, although fees may be paid to persons who bring
specific acquisitions to our attention. Any person receiving these fees may be
deemed an underwriter within the meaning of the Securities Act of 1933.

Our common stock is listed on the Nasdaq National Market and trades under
the symbol 'ONEM.'

PLEASE READ THE RISK FACTORS BEGINNING ON PAGE 6 FOR INFORMATION THAT YOU
SHOULD CONSIDER BEFORE ACCEPTING STOCK AS ALL OR PART OF THE PURCHASE PRICE FOR
OUR ACQUISITION OF YOUR BUSINESS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SHARES OF COMMON STOCK OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY
PERSON TO TELL YOU OTHERWISE.

ONEMAIN.COM, INC.
1860 MICHAEL FARADAY DRIVE
SUITE 200
RESTON, VIRGINIA 20190
(703) 375-3000

FEBRUARY 11, 2000

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TABLE OF CONTENTS

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PAGE
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RISKS REGARDING FORWARD-LOOKING STATEMENTS................................................................. ii
SUMMARY.................................................................................................... 1
RISK FACTORS............................................................................................... 6
DIVIDEND POLICY............................................................................................ 11
PRICE RANGE OF COMMON STOCK................................................................................ 11
BUSINESS................................................................................................... 12
SELECTED FINANCIAL DATA.................................................................................... 24
SELECTED HISTORICAL FINANCIAL DATA FOR OUR ISPs............................................................ 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................... 31
MANAGEMENT................................................................................................. 39
TRANSACTIONS WITH RELATED PARTIES.......................................................................... 47
PRINCIPAL STOCKHOLDERS..................................................................................... 48
DESCRIPTION OF CAPITAL STOCK............................................................................... 49
RESTRICTIONS ON RESALE..................................................................................... 52
PLAN OF DISTRIBUTION....................................................................................... 52
EXPERTS.................................................................................................... 52
VALIDITY OF THE SHARES..................................................................................... 55
ABOUT THIS PROSPECTUS...................................................................................... 55
WHERE YOU CAN FIND MORE INFORMATION........................................................................ 56
INDEX TO FINANCIAL STATEMENTS.............................................................................. F-1
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RISKS REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus are 'forward-looking
statements.' These statements can sometimes be identified by our use of
forward-looking words such as 'may,' 'will,' 'anticipate,' 'continue,'
'believe,' 'pro forma,' 'estimate,' 'expect' or 'intend' or the negative thereof
or other variations thereon or comparable terminology. The forward-looking
statements contained in this prospectus are generally located under the headings
'Summary,' 'Risk Factors,' 'Management's Discussion and Analysis of Financial
Conditions and Results of Operations' and 'Business,' but may be found in other
locations as well. These forward-looking statements are subject to known and
unknown risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These risks
and uncertainties include our ability to:

o retain and grow our subscriber base;

o sustain our projected growth;

o successfully integrate new subscribers and/or assets obtained through
acquisitions;

o succeed in the highly competitive markets in which we operate;

o obtain required financing on favorable terms;

o reduce operating costs resulting from the integration and optimization of
our acquisitions;

o respond to technological developments affecting the Internet; and

o protect our intellectual property.

This list is intended to identify some of the principal factors that could
cause actual results to differ materially from those described in the
forward-looking statements included elsewhere in this prospectus. These risks
and uncertainties are not intended to represent a complete list of all risks and
uncertainties inherent in our business, and no assurance can be given that
future results indicated, whether expressed or implied, will be achieved. These
forward-looking statements are based on current expectations, and we assume no
obligation to update this information. Therefore, our actual experience and
results achieved during the period covered by any forward-looking statement may
differ substantially from those stated or implied. The forward-looking
statements should be read together with the information presented in this
prospectus and included elsewhere in recent SEC filings.

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SUMMARY

The following summary highlights selected information from this prospectus
and may not contain all the information that is important to you. To understand
our business and this offering fully, you should read this entire prospectus
carefully, including the financial statements and the related notes beginning on
page F-1. Unless otherwise indicated, statistical and other data about our
company is as of December 31, 1999.

ONEMAIN.COM, INC.

OUR BUSINESS

We provide Internet access and related services to individuals and
businesses located predominantly in smaller metropolitan markets and rural
communities throughout the United States. We believe individuals and businesses
in these markets value local content and service and have traditionally been
under-served by other national on-line service providers. We believe this lack
of service creates an opportunity for us to meet their growing demand for
Internet access and services. We emphasize creating an integrated relationship
with our subscribers by maintaining a strong local presence in all of our
markets. We intend to strengthen this relationship by launching our geographic
communities, which are a series of localized content sites, and by enhancing
customer service through our planned regional call centers. Based on information
published by ISP Report in its November/December 1999 issue, we are one of the
ten largest independent Internet service providers in the United States based on
number of subscribers. As of December 31, 1999, we served approximately 700,000
subscribers in 31 states.

As part of strengthening our relationship with our subscribers, we are
creating on-line geographic communities in each of our markets to enhance the
on-line experience of our subscribers and to generate additional revenue. Each
geographic community will be specific to a locale and will serve as a portal
offering local, customized content, community message boards and chat rooms,
Internet telephony, Web-based calendars and e-commerce, among other services. We
seek to aggregate local content through revenue-sharing alliances and
partnerships with different providers, such as the Bakersfield Californian
newspaper which provides our Bakersfield, California subscribers with local news
and information. In addition, we recently signed agreements with several
national providers, including eCal, IntraACTIVE, MyWay.com, Net2Phone, Mail.com,
theglobe.com and GoTo.com, to supplement our local content and bring universal
content and functionality to our geographic communities. We launched our first
geographic community in February 2000 and expect to launch geographic
communities in the remainder of our current markets over the 12 to 18 months
following the date of this prospectus.

Our Internet access services include dial-up service, high-speed ISDN
dial-up and dedicated service, fractional and full T1 Internet service, digital
subscriber lines and cable modem services. Along with Internet access, we
provide our subscribers with Internet applications such as electronic mail,
browsing the World Wide Web, Internet relay chat, file transfer protocol and
Usenet news group services. We also offer Web hosting and design services for
consumers, businesses and other organizations.

We serve our existing subscribers and intend to attract new subscribers
through our 40 local storefronts, as of December 31, 1999, staffed with local
sales and service personnel which allow subscribers to stop in and, among other
things, sign up for our Internet access in person. We also target our
advertising and marketing initiatives on a local level, by, among other things,
sponsoring local events and sports teams. In addition, we intend to launch a
national advertising campaign that highlights our local market strategy.

We conduct our operations through four regional operating groups. We are in
the process of integrating our operations at the operating group level to
simplify and standardize our products, services and operating procedures and to
brand the OneMain.com--your hometown internet name. The integration of our
operations should also result in the elimination of redundant network costs and
the consolidation of several operating functions, including network, back office
and call centers. We believe that once we complete the integration of our
operations, we will be able to offer more reliable, user-friendly Internet
access to our subscribers and improved customer service, while reducing network,
Internet connectivity, personnel overhead and corporate administrative costs. We
expect to integrate all of our current subscribers and operations over the 12 to
18 months following the date of this prospectus.

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depreciation and amortization. We have included EBITDA because it is a measure
commonly used by investors to analyze and compare companies on the basis of
operating performance. EBITDA is not a measurement of financial performance
under generally accepted accounting principles and should not be construed as a
substitute for operating income (loss), net income (loss) or cash flows from
operating activities for purposes of analyzing our operating performance,
financial position or cash flows. Not all companies define EBITDA in the same
way, and our EBITDA is not necessarily comparable to EBITDA reported by other
companies.

OUR MARKET OPPORTUNITY

The 25 largest metropolitan areas in the United States comprise only 50% of
the U.S. population, leaving approximately 135 million individuals in hundreds
of smaller markets as potential subscribers. The Internet penetration rate of
these smaller markets is also less than that of larger metropolitan areas. As of
October 1999, approximately 62 million people, or 23% of the U.S. population,
were within our market coverage. We believe that the local content to be
provided by our geographic communities, our managerial talent, technological
competence and localized sales and marketing skills provide us with what we
believe are significant competitive advantages. In addition, many of the
national on-line service providers with whom we currently compete provide access
in our markets only through long-distance calls, which make access more
expensive for subscribers. All of our networks are accessible to our subscribers
through a local telephone call.

According to International Data Corporation, total United States Internet
service provider revenues are projected to grow from approximately $10.7 billion
in 1998 to approximately $37.4 billion in 2003. In addition, International Data
Corporation estimates that the number of users in the United States accessing
the World Wide Web will increase from approximately 63 million at the end of
1998 to approximately 177 million in 2003.

OUR STRATEGY

We intend to enhance the value of our company by continuing to grow our
subscriber base and then leveraging our subscriber base to increase revenues and
reduce costs. The following are the key elements of our strategy:

MAINTAIN A HIGH LEVEL OF CUSTOMER SATISFACTION. We believe our subscribers
are satisfied with our service as evidenced by our average monthly churn rates
of 2.7%, 2.3%, 2.1% and 2.2% for each of the four quarters of 1999. We define
churn rate as those subscribers who cancel, are terminated or fail to renew
minus reactivated subscribers divided by the average number of subscribers for
the quarter. Average monthly churn rate is calculated as the quarter's churn
rate divided by three. We intend to maintain and grow our subscriber base by
continuing to provide easy-to-use Internet access and local and national
marketing initiatives, as well as by pursuing the following strategies:

CONTINUE TO FOCUS ON LOCAL PRESENCE. We believe that having a
strong local presence in our markets helps us create an integrated
relationship with our subscribers and is a key factor in our high
subscriber retention rates and strong word-of-mouth referrals. We
maintain our local presence by operating storefronts staffed with
local sales and service personnel and by targeting our advertising
and marketing campaign on a local level. By creating geographic
communities to provide local content and community functionality, we
believe that we can offer value-added services to our subscribers
which will result in frequent and extended traffic and incremental
revenue.

PROVIDE SUPERIOR CUSTOMER SERVICE AND TECHNICAL SUPPORT. We believe
superior customer service is critical to our ability to retain
existing subscribers and attract new subscribers. As part of our
integration process, we intend to provide 24 hours a day, seven days
a week customer service through the regional call centers we are
currently building. To maintain the local, personalized nature of
our customer service, we also intend to employ local customer
service representatives who will be trained to respond to referrals
from the regional call centers. Our strategy of creating a
partnership between local service teams and regional call centers
should enable us to capture economies of scale, improve quality and
responsiveness and increase productivity, while allowing local
personnel to focus on relationships with subscribers.

INTRODUCE NEW PRODUCTS AND SERVICES. We intend to capitalize on
opportunities to sell more profitable, value-added products and
services to our existing subscribers and to pursue opportunities to
open new markets through additional products and services such as
wireless and broadband services, Web hosting and Web site design and
e-commerce applications. We also intend to learn about our
subscribers' usage habits to enable us to market new and current
products and services to

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subscribers who exhibit characteristics which indicate a demand for
these products and services. We believe that by providing
value-added products and services we can enhance our subscribers'
on-line experience and maintain our high subscriber retention rate,
while increasing revenues.

GENERATE NON-ACCESS REVENUE. We anticipate our geographic communities will
generate non-access revenue. Through our co-branding agreements with local and
national partners, we expect to receive advertising and e-commerce revenue based
on page impressions, purchases and subscriber activities.

IMPLEMENT BROADBAND STRATEGY. We currently provide broadband access to
both individuals and businesses using a variety of vendors and technologies. We
intend to continue expanding our use of multiple broadband vendors and
technologies throughout our markets.

REALIZE BENEFITS OF SCALE. We intend to take advantage of our national
scale to increase our network and bandwidth purchasing power and consolidate
business functions, thereby reducing our costs. We expect to leverage our
growing subscriber base and combined user traffic to obtain incremental revenues
through strategic relationships with sponsors, third-party vendors, Internet
portals and content providers.

INCREASE FOCUS ON BUSINESS CUSTOMERS. We believe that one of the most
rapid areas of growth in our revenues will be in business sales and service. We
created a dedicated business sales and service division to focus on the data and
networking needs of small to medium-sized businesses in our markets. We intend
to compete in this area with other national providers through a local presence
and by providing high quality customer service and competitive products.

CONTINUE TO ACQUIRE ADDITIONAL INTERNET SERVICE PROVIDERS. We also intend
to continue to grow our subscriber base by acquiring additional Internet service
providers and subscribers within existing and contiguous markets to increase our
density in these markets and by acquiring independent Internet service providers
and subscribers in targeted new markets to increase our scale and geographic
scope. As of January 1, 2000, there were over 8,300 Internet service providers
in the United States, according to internet.com. We believe the vast majority of
Internet service providers are small local operations each with fewer than
10,000 subscribers that do not have the resources to maintain a high level of
customer service and technical support.

RECENT DEVELOPMENTS

Since our initial public offering at the end of March 1999, we have
increased our subscribers from 370,000 to approximately 700,000, an increase of
89%. We have acquired approximately 216,000 subscribers through nine
acquisitions of smaller independent Internet service providers and other
subscriber acquisitions, and added approximately 114,000 net subscribers through
internal growth. In addition, we have entered into a non-binding letter of
intent for one acquisition of a smaller independent Internet service provider,
serving two states with over 7,000 subscribers for an estimated purchase price
of $3.5 million. We can make no assurance we will consummate this potential
acquisition.

We have entered into co-branding agreements with several local and national
providers to bring additional content and functionality to our soon-to-be
launched geographic communities. These providers include:

o Bakersfield Californian, a provider of Bakersfield, California news and
information;

o eCal, a provider of Web-based calendaring and time management
applications;

o IntraACTIVE, a provider of instant messenger and chat room services;

o MyWay.com, a provider of basic daily content;

o Net2Phone, a provider of Internet telephony services;

o Mail.com, a provider of e-mail services;

o theglobe.com, a provider of message boards, group e-mail lists and
homepage builder functionality; and

o GoTo.com, an Internet search engine.

ABOUT US

Our executive offices are located at 1860 Michael Faraday Drive, Suite 200,
Reston, Virginia 20190, and our telephone number is (703) 375-3000. We have a
Web site at www.onemain.com. The information on our Web site is not a part of
this prospectus.

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SUMMARY PRO FORMA COMBINED FINANCIAL DATA

OneMain.com was formed in August 1998 and began operations upon the
completion of its initial public offering and simultaneous acquisitions of 17
Internet service providers on March 30, 1999. Subsequent to the IPO, we acquired
nine Internet service providers. The summary pro forma combined financial data
for the year ended December 31, 1998 and for the nine months ended September 30,
1999 give effect to OneMain.com's consolidated historical results, the 17
Internet service providers acquired simultaneously with the closing of our IPO,
and all subsequent completed acquisitions. The pro forma combined balance sheet
data give effect to OneMain.com's historical balance sheet as of September 30,
1999 and four acquisitions consummated after September 30, 1999 as if they
occurred on September 30, 1999. The pro forma combined statements of operations
and cash flow data for the year ended December 31, 1998 and for the nine months
ended September 30, 1999 assume that all completed acquisitions were consummated
on January 1, 1998.

The summary pro forma financial data do not necessarily indicate the
operating results, cash flows or financial position which would have resulted
from OneMain.com's operations on a combined basis during the period presented,
nor do these pro forma data necessarily represent any future operating results,
cash flows or financial position. In addition to these summary financial data,
you should also refer to the more complete historical financial statements and
unaudited pro forma combined financial statements and accompanying notes
included elsewhere in this prospectus.

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NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
1998 1999
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(IN THOUSANDS, EXCEPT
SUBSCRIBER DATA)
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PRO FORMA STATEMENT OF OPERATIONS DATA:
Revenues:
Access revenues............................................................. $ 85,724 $ 96,335
Other revenues.............................................................. 6,764 6,409
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Total revenues........................................................... 92,488 102,744
Costs and expenses:
Costs of access revenues.................................................... 34,109 39,367
Costs of other revenues..................................................... 1,741 1,931
Operations and customer support............................................. 16,086 14,627
Sales and marketing......................................................... 11,086 13,703
General and administrative.................................................. 24,918 29,507
Equity compensation......................................................... -- 2,469
Amortization................................................................ 131,601 98,520
Depreciation................................................................ 7,089 7,942
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Total costs and expenses................................................. 226,630 208,066
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Loss from operations.......................................................... $ (134,142) $(105,322)
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PRO FORMA OTHER OPERATING DATA:
Approximate number of subscribers, end of period.............................. 495,000 644,000
Cash flow from operating activities........................................... $ 10,667 15,319
Cash flow from investing activities........................................... $ (14,244) (146,001)
Cash flow from financing activities........................................... $ 6,525 180,923
EBITDA (1).................................................................... $ 3,955 $ 1,389
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SEPTEMBER 30, 1999
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PRO FORMA BALANCE SHEET DATA:
Working capital (deficit).................................................................. $ (9,175)
Total assets............................................................................... 439,413
Long-term debt and other liabilities....................................................... 32,262
Stockholders' equity....................................................................... 342,430
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(1) EBITDA represents earnings or losses before interest, taxes, depreciation
and amortization on a pro forma combined basis for the year ended December
31, 1998 and for the nine months ended September 30, 1999. We have included
EBITDA in these data because it is a measure commonly used by investors to
analyze and compare companies on the basis of operating performance. EBITDA
is not a measurement of financial performance under generally accepted
accounting principles and should not be construed as a substitute for
operating income (loss), net income (loss) or cash flows from operating
activities for purposes of analyzing our operating performance, financial
position or cash flows. Not all companies define EBITDA in the same way, and
our EBITDA is not necessarily comparable to EBITDA reported by other
companies.

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RISK FACTORS

You should consider carefully the following risks before you accept our
common stock as all or part of the purchase price for our acquisition of your
business. If any of the following risks actually occur, our business, financial
condition or results of operations would likely suffer. In addition, the trading
price of our common stock could decline, and you may lose all or part of your
investment in our common stock.

WE HAVE A HISTORY OF LOSSES, AND WE MAY NEVER ACHIEVE PROFITABILITY.

For the quarter ended September 30, 1999, we had losses of $25.4 million.
For the nine months ended September 30, 1999, we had losses of $48.5 million. If
we are unable to increase our revenues and margins to cover our costs and
expenditures, we will continue to experience losses, which could adversely
affect our future results of operations, financial condition and potential
profitability.

WE COMPETE WITH OTHER INTERNET ACCESS PROVIDERS, WHICH COULD CAUSE US TO LOWER
PRICES RESULTING IN REDUCED REVENUES.

We face a competitive environment in the market for Internet access and
related services. Specifically, we face competition from more businesses as
economies of scale reduce costs and more businesses move away from access fees
to service fees for advertising, e-commerce and other businesses. Either of
these trends could result in a decrease in our access fee revenue. Current and
prospective competitors include:

o other national, regional and local Internet service providers, including
those who provide free access;

o long-distance and local telecommunications companies;

o cable television companies offering high speed Internet access via cable
modem, either directly or through alliances with Internet access
providers;

o direct broadcast satellite companies; and

o wireless communications providers.

As a result of an increase in the number of competitors, and vertical and
horizontal integration in the industry, we currently face and expect to continue
to face significant competition, including pressure to reduce prices. Many of
our competitors have greater market presence, brand recognition and financial,
technical and personnel resources than we do, including, in some instances, a
large, existing commercial subscriber base. Telecommunications providers also
may have the ability to bundle Internet access with basic local and
long-distance telecommunications services. This bundling of services may make it
difficult for us to compete effectively with telecommunications providers and
may cause us to lower our prices, which will result in reduced revenues. Other
alternative service companies are approaching the Internet access market with
various newer wireless terrestrial- and satellite-based service technologies.
All of these competitive factors may result in reduced revenues.

SOME RECENTLY ANNOUNCED ALLIANCES BETWEEN RETAIL CHAINS AND NATIONAL INTERNET
SERVICE PROVIDERS, AND MERGERS BETWEEN NATIONAL INTERNET SERVICE PROVIDERS AND
MEDIA COMPANIES, COULD HAVE A SIGNIFICANT NEGATIVE IMPACT ON OUR BUSINESS.

A number of national Internet service providers have recently entered into
alliances with traditional chain retailers under which the retailer will feature
its allied Internet service provider in its stores. Examples include recently
announced alliances between America Online and Wal-mart, America Online and Best
Buy, and Microsoft Network and Kmart. These alliances may prove to have a
significant negative impact on our business since these retail chains provide a
ready-made distribution channel into our targeted smaller metropolitan markets
and rural communities. In addition, the recently announced merger between
America Online and Time Warner, Inc. will provide America Online with
substantial content for its site and broadband access, which could have a
significant negative impact on our business.

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OUR LACK OF COMBINED OPERATING HISTORY AND OUR UNTESTED BUSINESS MODEL MAY
RESULT IN CONTINUED LOSSES.

We may not be able to achieve or maintain profitability. Our business model
has not yet been tested in our industry, and the success of this business model
depends on our ability to build on the strengths of our Internet service
providers and to centralize many of our business functions. It may take us
longer than anticipated to implement our business model, and some components of
our model may not prove to be feasible or desirable to existing or potential
subscribers. As a result, our business may not produce the level of
profitability we hope to achieve.

FAILURE TO INTEGRATE OUR ACQUISITIONS SUCCESSFULLY COULD RESULT IN SIGNIFICANT
OPERATING INEFFICIENCIES WHICH COULD RESULT IN CONTINUED LOSSES.

Our success as a national Internet service provider will depend in large
part on our ability to integrate the operations, management, networks and
applications of our 25 independent Internet service providers and others we may
acquire in the future. Failure to integrate our Internet service providers
successfully may disrupt our ability to provide Internet access to our
subscribers, could result in a loss of subscribers' data and could result in
significant operating inefficiencies, which may result in a loss of subscribers
and related revenues. We will have to expend substantial managerial, operating,
technological, financial and other resources to integrate these businesses and
implement our business model. In particular, to integrate our Internet service
providers successfully, we must:

o install and standardize adequate operational and control systems;
o deploy equipment and telecommunications facilities and technology;
o integrate our service providers into a common network;
o implement new marketing efforts in new, as well as existing, locations;
o employ qualified personnel to provide technical and marketing support for
our various operating sites; and
o continue to expand our managerial, operational, technical and financial
resources.

CREATING A NATIONAL BRAND MAY UNDERMINE OUR LOCAL RELATIONSHIPS WITH OUR
SUBSCRIBERS, WHICH MAY CAUSE US TO LOSE SUBSCRIBERS AND RESULT IN DECREASED
REVENUES.

In integrating our individual Internet service providers under a national
brand and into a common network, we may lose some subscribers who prefer our
local identity. In addition, our transition to a national brand may create
confusion among potential subscribers in our local markets which could result in
potential subscribers selecting a different Internet service provider. If we
were to lose a substantial number of existing subscribers or fail to attract new
subscribers, our revenues would decrease.

FAILURE OF OUR GEOGRAPHIC COMMUNITIES TO HOLD SUBSCRIBERS' INTEREST AND BECOME
AN ON-LINE RESOURCE MAY UNDERMINE OUR ABILITY TO COMPETE EFFECTIVELY IN OUR
INDUSTRY.

A significant part of our growth strategy depends on our geographic
communities generating non-access revenues. The inability of the geographic
communities to generate frequent and extended traffic may undermine our ability
to differentiate ourselves from other Internet service providers, build brand
loyalty and compete effectively in our industry.

IF WE CANNOT ACQUIRE ADDITIONAL INTERNET SERVICE PROVIDERS, OR OUR ACQUISITION
ACTIVITIES ARE DELAYED, WE MAY NOT BE ABLE TO EXECUTE OUR BUSINESS STRATEGY.

Our business strategy depends, in part, upon our ability to expand into new
markets and broaden the services we provide by identifying and acquiring
additional Internet service providers. In pursuing acquisitions, we compete
against other Internet service providers, some of which are larger than we are
and have greater financial and other resources than we have. We compete for
potential acquisitions based on a number of factors, including price, terms and
conditions, size and growth potential, and ability to offer cash, stock or other
forms of consideration. Because we intend to offer a combination of cash and
stock to potential sellers of Internet service providers, declines in our stock
price due to market or other factors would negatively impact our ability to
pursue our acquisition strategy. Additionally, we may be unable to obtain
financing on favorable terms, or at all, to pay the cash portion of our
acquisitions. To the extent we issue

7
<PAGE>
stock for our acquisitions or to raise capital, your interest in OneMain.com may
be diluted. If we incur debt to finance our acquisitions, we will have to comply
with covenants and financial ratios that could limit our flexibility in
operating our business.

In addition, significant acquisitions could require preparation, filing and
SEC review of amendments to the registration statement of which this prospectus
is a part. These regulatory requirements could adversely affect the pace of our
acquisition activity and limit our flexibility in growing and operating our
business.

INVESTORS CANNOT EVALUATE THE MERITS OF OUR ACQUISITIONS.

Because in most cases we do not seek, and are not required to seek,
stockholder approval of acquisitions, investors will have no basis on which to
evaluate the possible merits or risks of any future acquisitions, or of
acquisitions that we may be pursuing simultaneously. We cannot guarantee that we
will be able to discover all of the risks of every acquisition, or that every
acquisition will be beneficial to our financial condition.

IF WE FAIL TO USE EXISTING AND NEW TECHNOLOGY PROPERLY, WE MAY FALL BEHIND
TECHNOLOGY TRENDS AND EVOLVING INDUSTRY STANDARDS AND LOSE SUBSCRIBERS TO OUR
COMPETITORS, RESULTING IN REDUCED REVENUES.

We may not be able to retain our existing subscribers or attract new ones
if we fail to:

o use new technologies effectively;
o continue to develop our technical expertise;
o enhance our existing services; or
o develop new services to meet changing subscriber needs on a timely and
cost-effective basis.

Our ability to compete successfully also depends upon the continued
compatibility of our services with products and architectures offered by various
vendors. Although we intend to support emerging standards in the market for
Internet access, industry standards may not be established or, if they become
established, we may not be able to conform to these new standards in a timely
fashion and maintain a competitive position in the market. For example,
broadband and wireless technologies allow much faster Internet access than
dial-up access which currently makes up substantially all of our Internet
access. In addition, services or technologies developed by others may render our
services or technology noncompetitive or obsolete. Any failure on our part to
use technology properly could reduce our revenues.

WE MAY ACQUIRE CONTINGENT OR UNDISCLOSED LIABILITIES THAT WILL INCREASE OUR
EXPENSES AND DEPLETE OUR CASH RESERVES.

When we acquire Internet service providers, we may acquire liabilities
which we did not know about at the time we negotiated these acquisitions or
which are contingent and are realized or prove to be larger than anticipated. If
any of these liabilities arise, we have only limited, if any, recourse against
the former owners of the Internet service providers we acquire. If any
substantial contingent obligations are realized or if we discover any
substantial unknown liabilities, our expenses may increase and cash reserves may
decline.

A DROP IN DEMAND FOR INTERNET ACCESS MAY CAUSE A REDUCTION IN OUR REVENUES.

Our business relies on demand for access to the Internet and for products
and services related to the Internet. The Internet has experienced rapid growth
in recent years, but recently introduced Internet-related products and services
may not be accepted in the market. Commerce and communication over the Internet
may not continue to develop and expand, and even if they do, the Internet access
and communications services we offer may not become widely adopted for these
purposes.

Our business will not grow as we expect and our revenues may decline if:

o the market for Internet access services fails to continue to develop;
o the Internet market develops more slowly than expected;
o the Internet market becomes saturated with competitors who reduce access
fees; or
o the Internet access and related products and services we offer are not
widely accepted.

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<PAGE>
IF TELECOMMUNICATIONS CARRIERS DO NOT PROVIDE US WITH ADEQUATE COMMUNICATIONS
CAPACITY TO DELIVER OUR SERVICES, WE MAY LOSE EXISTING SUBSCRIBERS AND FAIL TO
ATTRACT NEW SUBSCRIBERS, WHICH WOULD RESULT IN REDUCED REVENUES.

We rely on local and long-distance telecommunications companies to provide
data communications capacity. These providers may experience disruptions of
service or may have limited capacity, which could disrupt our services or limit
Internet access for our subscribers. We may not be able to replace or supplement
these services on a timely basis or at all. In addition, because we rely on
third-party telecommunications services providers for our backbone connection to
the Internet, we face the following limitations on our ability to serve our
existing subscribers and grow our subscriber base:

o we do not control decisions regarding availability of service at any
particular time;

o we may not be able to deploy new technologies when desirable because our
telecommunications providers may not be able to support the technology on
their backbones;

o we may not be able to establish new points of presence rapidly enough to
respond to increased subscriber demand which may result in significant
delays or an inability to access our system; and

o we may not be able to negotiate favorable interconnectivity agreements
with other Internet service providers.

Our telecommunications carriers also sell or lease their services to our
competitors and may be, or in the future may become, competitors themselves. Our
telecommunications carriers may enter into exclusive arrangements with our
competitors or stop selling or leasing their services to us at commercially
reasonable prices or at all. Any of the preceding factors could cause a
reduction in our revenues.

WE DEPEND ON THE CAPACITY AND RELIABILITY OF OUR NETWORK, AND A SYSTEM FAILURE
COULD RESULT IN A LOSS OF SUBSCRIBERS AND A CONSEQUENT REDUCTION IN REVENUES.

We face capacity constraints both at the level of particular points of
presence, affecting subscribers attempting to use that point of presence, and
with system-wide services like e-mail. From time to time, we have experienced
delayed delivery from suppliers of new telephone lines, modems, routers,
terminal servers and other equipment. If we experience significant delays of
this nature, all our incoming modem lines may become full during peak times,
resulting in busy signals for subscribers who are trying to connect to our
network. We may experience similar problems if we are unable to expand the
capacity of our information servers for e-mail, news and the World Wide Web fast
enough to keep up with demand from a growing subscriber base or our integration
process. If the capacity of our servers is exceeded either because of growth in
our subscribers or our integration process, subscribers will experience delays
when trying to use a particular service. If we do not maintain sufficient
capacity in our network connections, subscribers will experience a general
slowdown of all Internet services. If we fail to expand or enhance our network
on a timely basis or to adapt it to changing subscriber requirements or evolving
industry standards, we could lose subscribers, which could result in reduced
revenues.

The occurrence of a natural disaster or other unanticipated problems at one
of our points of presence could cause service interruptions for our subscribers.
In addition, if our telecommunications providers fail to provide the data
communications capacity we require as a result of a natural disaster, or
operational disruption or for any other reason, our subscribers could experience
service disruptions. Our current plan to maintain fully redundant or back-up
Internet services or backbone facilities or other fully redundant computing and
telecommunications facilities has not yet been implemented. Any accident,
incident or system failure that causes interruptions in our operations could
limit our ability to provide Internet services to our subscribers and as a
result, we could lose subscribers.

IF OUR SECURITY MEASURES FAIL, WE MAY LOSE SUBSCRIBERS OR BE SUED, RESULTING IN
ADDITIONAL EXPENSES AND INCREASED LOSSES.

Fixing problems caused by computer viruses, other inappropriate uses or
security breaches may require interruptions, delays or stops in service to our
subscribers, which could cause them to seek Internet access from other
providers. In addition, we expect our subscribers will increasingly use the
Internet for commercial

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<PAGE>
transactions in the future. Any network malfunction or security breach could
cause these transactions to be delayed, not completed at all or completed with
compromised security. Our subscribers or others may sue us as a result of a
failure, which could result in additional expenses and increased losses.

PROBLEMS RELATED TO THE YEAR 2000 ISSUE COULD CAUSE FAILURES IN OUR SYSTEMS
WHICH WOULD IMPAIR OUR OPERATIONS.

The year 2000 issue could result in system failures or miscalculations,
causing disruptions of operations, including, among others, a temporary
inability to process transactions, send invoices or engage in similar business
activities. For information on our efforts to handle the year 2000 issue, see
'Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Readiness Disclosure Statement,' below.

IMPLEMENTATION OF NEW LAWS OR REGULATIONS MAY INCREASE OUR COSTS OF DOING
BUSINESS AND MAY REDUCE OUR REVENUES.

Although we are not currently directly regulated by the Federal
Communications Commission or any other federal or state agency, changes in the
regulatory environment relating to the Internet access market, including
regulatory changes which directly or indirectly affect telecommunications costs
or increase the likelihood or scope of competition from regional Bell operating
companies or other telecommunications companies, could affect the prices at
which we may sell our services. For example, the imposition of interstate access
charges to local telephone companies or the elimination of reciprocal
compensation for local telephone companies may increase our costs of serving
dial-up subscribers.

The FCC may, in the future, reconsider its past ruling that Internet access
service is not 'telecommunications' and that Internet service providers are not
subject to the requirement to pay a percentage of their gross revenues as a
'universal service contribution.' If the FCC were to require universal service
contributions from providers of Internet access or Internet backbone services,
our costs of doing business could increase substantially, and we may not be able
to recover these costs from our subscribers. For more information on regulation
of our business, see 'Business--Government Regulation,' below.

New Federal, state, or local tax laws may also have an adverse impact on
our future revenues by imposing taxes on Internet access fees or e-commerce. We
may not be able to fully recoup these taxes from our subscribers because of the
competitive environment described above.

TO LIMIT POTENTIAL LIABILITY FOR INFORMATION DISSEMINATED OVER OUR NETWORK, WE
MAY HAVE TO SPEND SUBSTANTIAL AMOUNTS OF MONEY OR DISCONTINUE SOME PRODUCT OR
SERVICE OFFERINGS, RESULTING IN ADDITIONAL COSTS AND INCREASED LOSSES.

We may be liable for information carried on or disseminated through our
network or for violating the privacy of our subscribers. A number of lawsuits
and regulatory enforcement actions have sought to impose liability on Internet
service providers or on-line service providers for defamatory speech,
infringement of copyrighted materials and violations of privacy. The imposition
upon Internet service providers of potential liability for materials carried on
or disseminated through their systems could require us to implement measures to
reduce our exposure to this liability. These measures, as well as existing and
proposed federal and state legislation, may require the expenditure of
substantial resources or the discontinuation of some product or service
offerings, any of which could result in additional costs and reduced revenues.

FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD LOWER OUR STOCK
PRICE AND IMPAIR OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.

As of December 31, 1999, we had 24,934,906 shares of common stock
outstanding, of which 12,000,549 shares are restricted shares. In addition,
2,925,805 shares of common stock are registered but are subject to contractual
lock-ups with us. We also had outstanding options to purchase 5,262,966 shares
of common stock at an average weighted exercise price of $20.64 per share,
1,246,928 of which were fully vested as of December 31, 1999. In addition, we
may issue additional shares of common stock that will be restricted shares as
consideration in the acquisitions of some of our Internet service providers. We
also may issue additional options to purchase common stock in connection with
earn-out arrangements we entered into when we purchased our Internet service
providers. Sales of a substantial amount of common stock in the public

10
<PAGE>
market, or the perception that these sales may occur, could adversely affect the
market price of our common stock prevailing from time to time in the public
market and could impair our ability to raise funds in additional stock
offerings.

We have filed registration statements under the Securities Act registering
up to 8,500,000 shares of our common stock subject to outstanding stock options
or reserved for issuance under our equity compensation plans and pursuant to our
employee stock purchase plan.

In addition, as of December 31, 1999, the holders of 11,959,873 shares of
our common stock are entitled to piggy-back registration rights, which allow
these stockholders to sell these shares in the market simultaneously with any
further public offerings by us of our equity securities, with specified
exceptions.

The shares of common stock we issue in our acquisitions are subject to
contractual lock-up agreements with us that expire 50% on the first anniversary
of the applicable acquisition, 75% 18 months after the acquisition and 100% on
the second anniversary of the acquisition. For example, on March 30, 2000, the
one-year anniversary of the acquisitions of our first 17 Internet service
providers, approximately 5,700,000 shares of our common stock, or 22.8% of our
outstanding shares on December 31, 1999, will become eligible for resale,
subject to the volume limitations of Rule 144. For a description of these volume
limitations, see 'Restrictions on Resale,' below. Significant amounts of our
common stock will continue to become eligible for sale over the time periods
described above with respect to all of our acquisitions. Shares of our common
stock held by the former stockholders of acquired Internet service providers may
be sold without complying with the Rule 144 volume limitations once that stock
has been held for two years.

DIVIDEND POLICY

We have not paid dividends on our common stock and do not intend to pay
dividends on our common stock in the foreseeable future. Instead, we will retain
our earnings to finance the expansion of our business and for general corporate
purposes.

PRICE RANGE OF COMMON STOCK

Our common stock has been traded on the Nasdaq National Market since March
25, 1999 under the symbol 'ONEM.' On February 10, 2000, the last reported sale
price of our common stock was $12.8125. As of January 28, 2000, there were
24,934,906 shares of our common stock outstanding and 491 holders of record. The
following table shows the quarterly high and low sales prices per share reported
on the Nasdaq National Market for the periods indicated.

<TABLE>
<CAPTION>
PRICE
--------------------
QUARTER ENDED HIGH LOW
------------- -------- --------
<S> <C> <C>
1999
First Quarter....................................................... $46.75 $28.00
Second Quarter...................................................... $41.00 $14.1875
Third Quarter....................................................... $34.00 $14.75
Fourth Quarter...................................................... $24.00 $14.375
2000
First Quarter through February 10................................... $16.8125 $11.75
</TABLE>

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<PAGE>
BUSINESS

OVERVIEW

We provide Internet access and related services to individuals and
businesses located predominantly in smaller metropolitan markets and rural
communities throughout the United States. We believe individuals and businesses
in these markets value local content and service and have traditionally been
under-served by other national on-line service providers. We believe this lack
of services creates an opportunity for us to meet their growing demand for
Internet access and services. We emphasize creating an integrated relationship
with our subscribers by maintaining a strong local presence in all of our
markets. We intend to continue to strengthen this relationship by launching our
geographic communities and by enhancing customer service through our planned
regional call centers. Based on information published by ISP Report in its
November/December 1999 issue, we are one of the ten largest independent Internet
service providers in the United States based on number of subscribers. As of
December 31, 1999, we served approximately 700,000 subscribers in 31 states.

Our mission statement is to 'be the leading customer-driven provider of
Internet access, Internet services and local content to smaller metropolitan
markets and rural communities.' We focus on markets that are not within the top
25 metropolitan statistical areas in the United States. We benefit from the
relatively low fixed costs for personnel and facilities in our markets. When
fully integrated, we also expect to benefit from the reduced telecommunications
and operating costs resulting from our national scale.

On a combined basis, our pro forma total revenue was $103 million for the
nine months ended September 30, 1999. In addition, from our initial public
offering at the end of March 1999, we have grown the number of our subscribers
from approximately 370,000 to approximately 700,000 as of December 31, 1999,
representing an increase of 89%. On a combined basis, our pro forma net loss was
$91 million for the nine months ended September 30, 1999. Pro forma EBITDA on a
combined basis was $1.4 million for the nine months ended September 30, 1999.
EBITDA represents earnings or losses before interest, taxes, depreciation and
amortization. We have included EBITDA because it is a measure commonly used by
investors to analyze and compare companies on the basis of operating
performance. EBITDA is not a measurement of financial performance under
generally accepted accounting principles and should not be construed as a
substitute for operating income (loss), net income (loss) or cash flows from
operating activities for purposes of analyzing our operating performance,
financial position or cash flows. Not all companies define EBITDA in the same
way, and our EBITDA is not necessarily comparable to EBITDA reported by other
companies.

OUR MARKET OPPORTUNITY

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<PAGE>
significant competitive advantages. Many of the national on-line service
providers with whom we currently compete provide access in our markets only
through long-distance calls, which make access more expensive for subscribers.
All of our networks are accessible to our subscribers through a local telephone
call.

According to International Data Corporation, total United States ISP
revenues are projected to grow from approximately $10.7 billion in 1998 to
approximately $37.4 billion in 2003. In addition, International Data Corporation
estimates that the number of users in the United States accessing the World Wide
Web will increase from approximately 63 million at the end of 1998 to
approximately 177 million in 2003.

OUR STRATEGY

MAINTAIN A HIGH LEVEL OF CUSTOMER SATISFACTION. We believe our subscribers
are satisfied with our service as evidenced by our churn rate shown below. In
addition, the table below shows the growth in our subscriber base over the four
quarters ending December 31, 1999:

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE AVERAGE
SUBSCRIBERS(1) AT GROWTH FROM MONTHLY
QUARTER ENDED END OF QUARTER PREVIOUS QUARTER CHURN RATE(2)
------------- ----------------- ---------------- -------------
<S> <C> <C> <C>
March 31, 1999....................................... 371,000 11.8% 2.7%
June 30, 1999........................................ 472,000 27.2 2.3
September 30, 1999................................... 561,000 18.9 2.1
December 31, 1999.................................... 700,000 24.8 2.2
</TABLE>

- ------------------
(1) Subscribers are customers to whom we provide dial-up Internet access,
dedicated Internet access or Web hosting services.
(2) We define churn rate as the percentage obtained by dividing the number of
subscribers that cancel, do not renew their subscriptions or are terminated
minus those reactivated during a quarter by the average number of
subscribers during that quarter. Average monthly churn rate is calculated as
the quarter's churn rate divided by three.

We intend to maintain and grow our subscriber base by continuing to provide
easy-to-use Internet access and local and national marketing initiatives, as
well as continuing to focus on local presence, providing superior customer
service and technical support and introducing new products and services, as
described below.

CONTINUE TO FOCUS ON LOCAL PRESENCE. We believe that having a strong local
presence in our markets helps us create an integrated relationship with our
subscribers and is a key factor in our high subscriber retention rates and
strong word-of-mouth referrals. We maintain our local presence by operating
storefronts staffed with local sales and service personnel and by targeting our
advertising and marketing campaign on a local level. In addition, by creating
geographic communities to provide local content and community functionality, we
believe that we can offer value-added services to our subscribers which will
result in frequent and extended traffic and incremental revenue.

Community presence and involvement. We target our advertising and
marketing initiatives on a local level, by, among other things, sponsoring local
events and sports teams. We serve our existing subscribers and intend to attract
new subscribers through our 40 local storefronts, as of December 31, 1999,
staffed with local sales and service personnel which allow subscribers to stop
in and sign up for our Internet access in person.

Creating geographic communities. The geographic communities are expected
to provide local content and community functionality. We believe that these
services will become an integral part of our subscribers' daily routine,
promoting increased usage and loyalty.

GENERATE NON-ACCESS REVENUE. We believe that our geographic communities
will be a key driver in providing non-access revenue. Through our co-branding
agreements with local and national partners, we expect to receive advertising
and e-commerce revenue based on page impressions, purchases and subscriber

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<PAGE>
activities. When launched, our geographic communities will comprise a series of
localized content sites that will bring our subscribers local, granular content
pertaining to their particular town or locale, such as news from a local on-line
newspaper or the score from a high school football game. The communities will
allow us to offer subscribers an enhanced on-line experience, which we
anticipate will build subscriber loyalty and repeat usage. Additionally, we
expect our geographic communities to generate revenue through alliances with
different content partners.

Over the past several months, we have developed a prototype of our
communities and, currently, have begun launching our communities. In building
this prototype, we have conducted extensive consumer demographic research on
subscriber preferences, including a recently completed Web-based subscriber
survey. We launched our first geographic community in Bakersfield, California in
February 2000.

In general, our geographic communities will seek to aggregate content
through alliances and partnerships with different providers. By sourcing
customized content from our partners, we expect to offer each locale's
subscribers specific access to local information of interest, such as local
news, entertainment and community events. In addition to local newspaper
content, we also plan to build out local e-commerce platforms in our geographic
communities. As a targeted distribution mechanism for advertising and e-commerce
products, we provide advertisers and e-commerce products with an efficient
method of reaching their targeted markets. We have agreements with several local
and national providers to bring content and functionality to our geographic
communities. These agreements provide for revenue sharing based on fees for
service and advertising. These providers include the following:

o Bakersfield Californian will offer subscribers access to Bakersfield,
California news, sports news, dining and entertainment and op-eds;

o eCal will provide our subscribers with a co-branded, fully integrated
on-line calendar. Subscribers will be able to manage their daily
schedules, access information about local community events and create
group calendars;

o IntraACTIVE will provide instant messenging and chat room functionality
which can be customized to create topical chat rooms;

o MyWay.com will provide basic content of interest to subscribers on a
daily basis. Items like national news, national sports news, business
news, family features, maps and directions will be sourced from
MyWay.com;

o Net2Phone will build a co-branded communications center for our
subscribers to use its Internet telephony services, which include
PC2Phone, PC2Fax and PC2PC. We will share in net revenues generated by
subscriber calls through this co-branded communications center, which
will allow our subscribers to connect on-line to Net2Phone services. The
communications center will feature free downloadable PC-to-phone software
and downloadable instructions and details about Net2Phone's low calling
rates. Net2Phone allows users to place low-cost, high quality calls from
their computer, telephone or fax machine to any telephone or fax machine
in the world;

o Mail.com will offer its Web-based e-mail product to our subscribers on a
co-branded basis;

o theglobe.com will supply a number of co-branded communications products
that will be used to foster greater interaction between subscribers and
their communities. theglobe.com's products include message boards, group
e-mail lists and homepage builder functionality; and

o GoTo.com will offer its search engine capability, on a co-branded basis,
throughout all of our geographic communities.

We believe size and market penetration have been factors in negotiating
what we believe are favorable financial terms in our agreements with national
content providers. In most partnerships, we will generate revenue through
advertising revenue sharing or will be compensated on a page view basis through
cost-per-page view pricing. In addition, our partners generally will host much
of the content that they provide to us on their respective servers. This
distribution arrangement should prove cost-effective for us, and because most of
the content will be co-branded, we will be able to offer our subscribers a
largely seamless on-line experience.

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<PAGE>
As the planned rollout of the communities progresses, we will focus on bringing
additional content and functionality to our subscribers.

PROVIDE SUPERIOR CUSTOMER SERVICE AND TECHNICAL SUPPORT. We believe
superior customer service is critical to our ability to retain existing
subscribers and attract new subscribers. Our subscribers depend on the speed and
reliability of our network and our ability to keep them connected to the
Internet at all times. The knowledge and service-orientation of our customer
service and technical support personnel is a key element in our ability to
assist our subscribers in quickly resolving problems. To maintain the local,
personalized nature of our customer service, we also intend to employ local
customer service representatives who will be trained to respond to referrals
from our planned regional call centers. Our strategy of creating a partnership
between local service teams and regional call centers should enable us to
capture economies of scale, improve quality and responsiveness and increase
productivity, while allowing local personnel to focus on relationships with
subscribers.

To address individual subscriber needs, we plan to provide customer service
24 hours a day, seven days a week. This 24x7 service is currently being provided
in some of our markets through our local operations, and we plan eventually to
provide it in substantially all of our markets through regional call centers.
These regional call centers will use the latest in call center technology to
provide a high level of customer service from the time the call is placed
through the resolution of the problem. We intend to route calls quickly and
efficiently over an integrated voice network. We are deploying Lucent
Technologies' Definity family of telecommunications switches and associated call
center support software throughout our network. The Lucent solution also
includes:

o skills based call routing, which matches personnel with calls based on
specific skills;

o look ahead call routing, which routes calls to the most underutilized
center at the time; and

o reporting software, which tracks calls from the moment they are received
to the moment they end.

IMPLEMENT BROADBAND STRATEGY. We currently provide broadband access to
both individuals and businesses using a variety of vendors and technologies. Our
broadband technologies include traditional dedicated circuits and newer emerging
technologies including xDSL, cable and wireless. Because no vendor or technology
provides complete coverage over our entire service area, and none meet all of
our subscribers' varied needs, we intend to continue expanding our use of
multiple broadband vendors and technologies throughout our markets. While
diversification of broadband vendors and technologies limits our market risk,
efforts to standardize our support and provisioning systems allow us to handle
broadband services consistently and efficiently.

o wireless and broadband services, which allow a line to transmit numerous
voice, video and data channels at the same time;

o Web hosting, which allows subscribers to have a Web site using our Web
servers and equipment;

o Web design, which includes all facets of designing a Web site for a
subscriber; and

o e-commerce applications, which allow businesses to easily create and
operate a 'storefront' to sell merchandise over the Internet.

We intend to learn about our subscribers' usage habits to enable us to
market new and current products and services to subscribers who exhibit
characteristics which indicate a demand for these products and services. For
example, we can identify subscribers who spend a great deal of time on-line
through use of a dial-up modem making them likely candidates for enhanced access
capability through dedicated access services. We also continue to actively
explore new technologies and partnerships that will appeal to new subscribers
and enhance the on-line experience of our existing subscribers. We believe that
by providing value-added products and services we can enhance our subscribers'
on-line experience and maintain our high subscriber retention rate, while
increasing revenues.

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<PAGE>
REALIZE BENEFITS OF SCALE. A primary focus of our company is to realize
the benefits of scale in the following areas:

Incremental revenue streams. We expect to leverage our growing subscriber
base and user traffic to establish relationships with sponsors, corporations
that want an Internet presence, third-party vendors, Internet portals and
content providers. We expect these relationships to generate sponsorship and
e-commerce revenues. We anticipate that these relationships will be incorporated
into our on-line geographic communities and our corporate Web site.

Reduce costs. We intend to take advantage of our national scale to
increase our network and bandwidth purchasing power and consolidate business
functions, thereby reducing our costs. Specifically, we intend to implement the
following steps to reduce costs:

o reduce our telecommunications costs system-wide by negotiating two or
more relationships with national backbone providers to connect our
subscribers to the Internet;

o negotiate favorable local loop contracts and establish and expand
co-location arrangements with local exchange carriers to substantially
reduce our local loop costs;

o establish and expand private peering relationships to reduce our costs
and improve access and reliability for our subscribers;

o regionalize our business functions;

o use a standardized billing system, which can track usage and use data for
marketing purposes;

o negotiate discounts with equipment vendors; and

o manage financial information through a common accounting and billing
system.

INCREASE FOCUS ON BUSINESS CUSTOMERS. We believe that one of the most
rapid areas of growth in our revenues will be in business sales and service.
Recognizing this potential, we created a dedicated business sales and service
division. This new division is focusing on the needs of small to medium-sized
businesses in our markets. We intend to compete in this area with other national
and regional providers through a local presence and by providing high quality
customer service and competitive products. The types of services we provide
through our dedicated business sales division include:

o dedicated Internet access, which provides a continuous connection to the
Internet;

o Web hosting, which offers businesses a presence on the Internet using our
Web servers and related equipment;

o virtual private networks, which allow businesses a secure means of
transferring data between office locations and communicating with other
users on the Web;

o co-location facilities, which allow businesses to locate their own Web
server at one of our points of presence; and

o networking products, which consist of routers and local access networks.

The business sales division is structured on a regional basis. We
anticipate that each region will have a management team consisting of a sales
manager, director of operations, network engineer and network operations
manager. Each regional office will also have an outside sales team, a back
office support team and a Web development team.

CONTINUE TO ACQUIRE ADDITIONAL ISPS. We intend to continue our growth by
acquiring additional ISPs and subscribers within existing and contiguous markets
to increase our density in these markets and by acquiring independent ISPs and
subscribers in targeted new markets to increase our scale and geographic scope.
The ISP industry remains fragmented, with over 8,300 ISPs in the United States
as of January 1, 2000, according to internet.com. Many of these ISPs operate in
the markets in which we will focus our strategy, and we believe the vast
majority of those ISPs are small local operations each with fewer than 10,000

16
<PAGE>

subscribers that do not have the resources to maintain a high level of customer
care and technical support. When determining which ISPs to acquire, we focus on
the following criteria:

o rapid revenue and subscriber growth;
o strong EBITDA margins;
o low subscriber turnover or churn rates;
o proximity to our existing ISPs, or sufficient scale in a new target
market;
o high density, defined as a high ratio of subscribers to POPs;
o limited competition;
o consistent network platforms provided by common vendors that can be
integrated readily into our network; and
o experienced and capable management teams.

We believe ISPs in our target markets will continue to be attracted to and
benefit from the opportunity to affiliate with us. We believe we offer local ISP
owners an attractive opportunity based upon, among other factors:

o empowering local ISP owners to use their local market knowledge to build
market share and density by providing them with access to sufficient
capital and resources;

o reducing telecommunications costs and improving network infrastructure
attributable to a larger, national scale; and

o offering current owners and employees a combination of liquidity and
upside financial potential through equity ownership in a publicly traded
entity.

SERVICES

We offer services to meet the needs of both individual and business users.
Our primary services are dial-up Internet services, which include Internet
access through standard dial-up modems and various Internet applications such
as:

o electronic mail, which allows subscribers to send or receive messages to
or from any other person with an Internet address;

o browsing the World Wide Web;

o Internet relay chat, which allows real-time communication between
individuals;

o file transfer protocol, which allows files to be transferred between a
host computer and a remote computer; and

o Usenet news group services, which is a worldwide bulletin board system
that can be accessed through the Internet and contains forums, called
newsgroups, that cover numerous interest groups.

We are moving toward a standardized product set and standard pricing
nationwide as we advance through our integration process.

We offer month-to-month, semi-annual and annual subscription accounts to
our members. The semi-annual and annual subscriptions are discounted. Our
subscribers are able to sign up over the telephone, through the use of a compact
disc distributed through local dealers and the mail, by walking into one of our
local offices, via the World Wide Web at the OneMain.com web site or our local
Web sites. Our subscribers may be billed through automatic charges to their
credit cards or bank accounts, via invoicing or, in keeping with our 'hometown
internet' philosophy, they may walk into our local offices and pay their
accounts in person.

In addition to dial-up access, we have the ability to offer the following:

o dedicated analog services, which provide a continuous connection at a
range of speeds using traditional telecommunications lines and frame
relay communications services for greater speed and reliability;

17
<PAGE>
o dial-up and dedicated service through ISDN, which stands for Integrated
Services Digital Network and which combines voice and digital network
services through a single medium, making it possible to offer digital
data services as well as voice connections;

o digital subscriber lines, which offer high-speed Internet access using
digital service technology through traditional telephone lines;

o cable modems, which offer broadband Internet access through the use of
modems integrated with local cable television networks; and

o fractional and full T1 Internet service, which uses a data communications
line capable of transmission speeds of 1.54 Megabytes per second, or
Mbps.

We offer Web hosting for businesses and other organizations that wish to
create their own Web sites without maintaining their own Web servers and
high-speed Internet connections. Our Web hosting services feature:

o state-of-the-art Web servers for high speed and reliability;

o a high quality connection to the Internet;

o specialized customer service; and

o advanced services features, such as secure transactions and site usage
reports.

We also offer Web design services. These services range from simple one
page Web design requests to full company presentations. Some of our local
offices have created turnkey Web site designs of great detail, using the talents
of their in-house art and Web designers and technical staff. Often, we sell our
Web design services and Web hosting as a package.

OPERATIONS

MANAGING OUR ISPS THROUGH REGIONAL OPERATING GROUPS. We are organized into
four regional operating groups. These operating groups:

o manage our business on a day-to-day basis;

o integrate acquired subscribers;

o manage network functions;

o provide customer service; and

o manage internal growth at the local level.

As part of our regional strategy, each operating group focuses on:

o providing superior customer service and support;

o increasing subscriber density;

o reducing local loop costs; and

o managing regional accounting and billing systems.

Each of the operating groups has local storefronts in the following cities
and communities:

EAST OPERATING GROUP

<TABLE>
<S> <C> <C>
o Osterville, Massachusetts o Montoursville, Pennsylvania o Burlington, Vermont
o Ephrata, Pennsylvania o Sunbury, Pennsylvania
o Fayetteville, Pennsylvania o Warren, Pennsylvania
</TABLE>

SOUTH OPERATING GROUP

<TABLE>
<S> <C> <C>
o Fort Smith, Arkansas o Wichita, Kansas
o Altamonte Springs, Florida o Winfield, Kansas
o Merritt Island, Florida
</TABLE>

18
<PAGE>
CENTRAL OPERATING GROUP
<TABLE>
<S> <C> <C>
o Carbondale, Illinois o Flint, Michigan o Cookeville, Tennessee
o Mount Vernon, Illinois o Jackson, Minnesota o Jackson, Tennessee
o Springfield, Illinois o Rochester, Minnesota o Knoxville, Tennessee
o Anderson, Indiana o Washington, Missouri o Memphis, Tennessee
o Fort Wayne, Indiana o Omaha, Nebraska o Nashville, Tennessee
o Indianapolis, Indiana o Portsmouth, Ohio o Blacksburg, Virginia
o Lafayette, Indiana o Columbia, South Carolina o Mabscott, West Virginia
</TABLE>

WEST OPERATING GROUP
<TABLE>
<S> <C> <C>
o Bakersfield, California o Sacramento, California o Portland, Oregon
o Fresno, California o San Luis Obispo, California
o Rocklin, California o Billings, Montana
</TABLE>

INTEGRATION OF OUR LOCAL OPERATIONS. The network integration of our local
operations consists of:

o building a backbone for Internet connectivity and custom interface
services such as mail and news;

o creating Web-caching services;

o upstreaming Internet connectivity by using multiple Tier 1 ISPs; and

o deploying redundant national network operations centers.

We believe that our scalable services architecture will provide a cost
effective common platform for our operations, will provide redundant
connectivity and will easily support new services.

In addition to building an integrated network, we are also integrating our
accounting, billing and financial systems across our company. When completed,
this integration will allow:

o the call centers to work with the billing system to assist customer
service;

o integrated billing and financial reports to be generated;

o real-time subscriber data to be collected to allow analysis of trends and
subscriber retention procedures;

o reports to be streamlined;

o billing costs to be reduced;

o marketing campaigns to be measured for effectiveness;

o churn rate data to be analyzed for reasons for terminations;

o a decrease in the time it takes to get new products to market; and

o an increase in employee productivity by streamlining business processes.

By integrating our 25 local ISPs at the operating group level, we
anticipate achieving the following:

o elimination of redundant network costs;

o implementation of our geographic communities;

o consolidation of operations, including network, back office functions and
call centers; and

o retention of sales staff and key managers.

We currently anticipate that in the 12 to 18 months following the date of
this prospectus, all of our current subscribers will be integrated.

SERVICES. As part of the integration process, we selected the following
vendors to provide us with various software and services:

o Kenan Arbor/BP for our billing software;
o PeopleSoft for our financial software;
o Crystal Report Writer for our financial reporting software;
o Paymentech for our credit card and electronic funds transfer clearing
house services;
o Oracle for our subscriber database; and
o Lucent for our call center integration.

19
<PAGE>
We have also created interfaces to allow communications between all of
these applications to maximize the utility of the integration.

SALES AND MARKETING

Our marketing group is a combination of national marketing employees in our
corporate office and regional marketing groups. Through this combination of
national and regional expertise, we are able to design and implement a cohesive
nationwide marketing plan while maintaining our local focus.

Our marketing plan includes national advertising and public relations
initiatives as well as local marketing and community programs. Our marketing
program uses seasonal promotions, multiple media vehicles and grass roots
involvement to increase our subscriber base. We have placed advertisements with
local and regional print, radio, television and outdoor companies. As part of
our local strategy, we have sponsored community organizations, sports teams and
educational institutions. Together, these marketing strategies have helped us
target desired new subscribers while helping us build our brand identity in our
markets.

Sales are executed by our sales personnel as well as by our Web-based
sign-up program available through our CDs or our Web site. In addition, we have
an extensive network of over 1,000 dealers working together with our local
operating companies. The dealers provide us with an excellent vehicle for
additional subscriber growth by distributing the CDs and completing subscriber
applications, which are then forwarded to our local offices. Dealers are paid
either by the subscriber, as a percentage of revenue generated or a combination
of the two methods. Our dealers range from small computer stores to local
newspapers that are within our local communities continuing, our focus on the
local presence throughout our markets.

OUR NETWORK AND SYSTEM

NETWORK. Using a phased approach, our network-engineering group is now
integrating our 25 local networks into a single, unified network with local,
regional and national components. The specific phase one plan will connect
networks in close geographic proximity to form regional networks with high
speed, redundant Internet connections. Each of the regional networks will have
network connectivity to our east and west coast data centers via approximately
13 ATM network nodes. The ATM network will allow us to maintain cost effective
and consistent connectivity to vital subscriber services located at the data
centers.

When fully integrated, our network will permit the implementation of a
central, highly scalable, server architecture. We are currently in contract
negotiations with several telecommunications carriers to procure national
contracts for upstream Internet connectivity, national ATM network connectivity
and regional network connectivity. The contracts, in their current form, will
reduce network costs per subscriber in several areas, and allow us to respond
quickly to new business requirements for network connectivity.

SYSTEM. We have implemented a redundant, scalable system architecture
which enables us to provide reliable and efficient services to our subscribers.
We have installed Cisco routers and F5 service switches to receive and route
data sent to our system. Our bank of Sun workstations and Network Appliance disk
farms safely organizes and stores data. In addition, our Web hosting, electronic
mail, news and authentication servers are connected via an ATM service backbone.
Each of these systems is scalable, allowing us to increase capacity as our
subscriber base grows and as we enter new markets.

COMPETITION

The market for providing Internet access is extremely competitive and
highly fragmented. Our current and prospective competitors include:

o other national, regional and local Internet service providers, such as
America Online, Microsoft Network, Prodigy, MindSpring, Earthlink,
Internet America and Voyager, including those who provide free access
such as NetZero, Juno and FirstUp;

o long-distance and local telecommunications companies, including AT&T, MCI
WorldCom and Sprint;

20
<PAGE>
o cable television companies offering high speed Internet access via cable
modem, either directly or through alliances with Internet access
providers such as Excite@Home, Roadrunner and AT&T;

o direct broadcast satellite companies; and

o wireless communications providers.

As a result of an increase in the number of competitors, and vertical and
horizontal integration in the industry, we currently face and expect to continue
to face significant competition. Many of our competitors have greater market
presence, brand recognition and financial, technical and personnel resources
than we do, including, in some instances, a large, existing commercial
subscriber base. Telecommunications providers also may have the ability to
bundle Internet access with basic local and long-distance telecommunications
services. Other alternative service companies are approaching the Internet
access market with various newer wireless terrestrial- and satellite-based
service technologies.

In addition, a number of national Internet service providers recently
entered into alliances with traditional chain retailers under which the retailer
will feature its allied Internet service provider in its stores. Examples
include recently announced alliances between America Online and Wal-mart,
America Online and Best Buy, and Microsoft Network and Kmart. These alliances
may prove to have a significant negative impact on our business since these
retail chains provide a ready-made distribution channel into our targeted
smaller metropolitan markets and rural communities. In addition, the recently
announced merger between America Online and Time Warner, Inc. will provide
America Online with substantial content for its site and broadband access, which
could have a significant negative impact on our business.

We believe the primary competitive factors that will enable us to succeed
in our markets are our local presence, knowledgeable salespeople, responsive
customer support personnel, quality technical support and local content. Other
important factors include price, the timing of introductions of new products and
services and industry and general economic trends.

GOVERNMENT REGULATION

We provide Internet access, in part, through transmissions over public
telephone lines. These transmissions are governed by regulatory policies
establishing charges and terms for communications. As an Internet access
provider, we are not currently directly regulated by the FCC or any other
agency, other than regulations applicable to businesses generally. We could,
however, become subject in the future to regulation by the FCC and/or other
regulatory agencies as a provider of basic telecommunications services.

These regulations could affect the charges that we pay to connect to the
local telephone network or for other purposes. Currently, we, like other
Internet access providers, are not required to pay carrier access charges.
Access charges are assessed by local telephone companies to long-distance
companies for the use of the local telephone network to originate and terminate
long-distance calls, largely on a per minute basis. Access charges have been a
matter of continuing dispute, with long-distance companies complaining that the
rates are substantially in excess of cost and local telephone companies arguing
that access rates are justified to subsidize lower local rates for end users and
other purposes. In May 1997, the FCC reaffirmed its decision that Internet
access providers should not be required to pay carrier access charges.

To the extent that an end user's call to an Internet access provider is
local rather than long distance, the local telephone company that serves the ISP
may be entitled to reciprocal compensation from the end user's local telephone
company. Reciprocal compensation is a reimbursement from one local telephone
company to a second one for handling calls that originate with the first local
telephone company and terminate with the second one. To the extent that a call
from an end user to an ISP is considered local, the local telephone company
serving an ISP would be entitled to reciprocal compensation. This payment of
reciprocal compensation reduces the local telephone company's costs and
ultimately reduces the ISP's cost. The FCC recently determined that most, but
not all, traffic to an Internet access provider is generally interstate in
nature rather than intrastate. This determination could potentially eliminate
the payment of reciprocal compensation to the local telephone company, which
ultimately may affect our costs. The FCC has yet to rule on the specific issue
of federal regulatory treatment of interstate traffic from an end user served by
one local telephone company to an ISP served by another local telephone company.
The FCC has stated,

21
<PAGE>
however, that state commissions may determine whether, in some circumstances,
reciprocal compensation should be paid pending its resolution of the question.
These state decisions may affect the cost structure in our industry.

The FCC also has concluded that Internet access providers should not be
required to contribute to a new universal service fund established to replace
current local rate subsidies and to meet other public policy objectives, such as
enhanced communications systems for schools, libraries and health care
providers. As a result, unlike telecommunications carriers and other
telecommunications providers, Internet access providers do not have to
contribute a percentage of their revenues to the federal universal service fund
and are not expected to be required to contribute to similar funds being
established at the state level. Both the access charge and universal service
treatment of Internet access providers, however, are the subjects of further FCC
proceedings and could change. Telephone companies are actively seeking
modification or reversal of the FCC decisions, and their arguments are gaining
more support as Internet-based telephony begins to compete with conventional
telecommunications companies. We are not in a position to predict how these
matters will be resolved, but we could be adversely affected if, in the future,
we and other ISPs are required to pay access charges or contribute to universal
service support or our local telephone companies no longer receive reciprocal
compensation for our traffic.

The law relating to the liability of Internet access providers and on-line
services companies for information carried on or disseminated through their
networks is developing. Although federal law insulates ISPs and on-line service
providers from liability for third-party information disseminated over their
systems in many instances, and such immunity is supported by a growing number of
common law decisions, the law in this area is not settled. Although no claims
seeking to impose this type of liability have been asserted against our ISPs to
date, there can be no assurance that these claims will not be asserted in the
future or, if asserted, will not be successful. As the law in this area
develops, the potential imposition of liability upon us for information carried
on and disseminated through our network could require us to implement measures
to reduce our exposure to this liability, which may require the expenditure of
substantial resources or the discontinuation of some of our products or service
offerings. Any costs that are incurred as a result of contesting any asserted
claims or the consequent imposition of liability could materially adversely
affect our profitability.

The Omnibus Budget Appropriations Act of 1998 included provisions providing
for a three-year moratorium on state and local taxes on: (1) Internet access,
unless the tax was generally imposed and actually enforced prior to October 1,
1998, or (2) multiple or discriminatory taxes on electronic commerce. Those
states in which we are currently operating that have enforceable sales tax laws
on Internet access fees are Ohio and Tennessee. There is no guarantee that we
will not, through future acquisitions, become subject to sales tax on Internet
access fees in other states where a sales tax is currently enforceable or that
the general Federal moratorium will continue in the future for Internet access
fees. While this tax, if imposed, would be passed through to the subscriber,
there is no assurance that our subscribers would be willing to pay the increased
amount due, thereby potentially reducing the pre-tax access fee that we would
collect from our subscribers.

The Budget Act also established the Advisory Commission on Electronic
Commerce to conduct a study of Federal, state, local and international taxation
and tariff treatment of sales transactions involving the Internet and Internet
access and make recommendations to Congress. These recommendations have not yet
been made to Congress and, therefore, the outcome of the Advisory Commission's
study is unknown. Legislation that may be enacted as a result of the Advisory
Commission's recommendations could have a detrimental impact on revenue as
described above and could result in significant compliance costs.

Due to the increasing popularity and use of the Internet, a number of laws
and regulations have been adopted in recent months, and it is possible that
additional laws and regulations may be adopted with respect to the Internet,
covering issues such as content, user privacy, pricing and copyright
infringement. Laws and regulations potentially affecting us have been adopted,
and may be adopted in the future, by federal and state governments, as well as
by foreign governments. We cannot predict the impact, if any, that recent and
any future regulatory changes or developments may have on our business,
financial condition and results of operations. Changes in the regulatory
environment relating to the Internet access industry, including

22
<PAGE>
regulatory changes that directly or indirectly affect telecommunication costs or
increase the likelihood or scope of competition from regional telephone
companies or others, could have a material adverse effect on our business.

PROPRIETARY RIGHTS

General. Although we believe that our success is more a function of our
technical expertise and customer service than our proprietary rights, our
success and ability to compete depends in part upon our technology. We rely on a
combination of copyright, trademark and trade secret laws, and contractual
restrictions to establish and protect our technology. It is our policy to
require employees and consultants and, when possible, suppliers to execute
confidentiality agreements upon the commencement of their relationships with us.
These agreements provide that confidential information developed or made known
during the course of a relationship with us must be kept confidential and not
disclosed to third parties except in specific circumstances. We cannot provide
any assurances that the steps we have taken will be adequate to prevent
misappropriation of our technology or that our competitors will not
independently develop technologies that are substantially equivalent or superior
to our technology.

Licenses. We have obtained authorization to use the products of each
manufacturer of software that we bundle in our front-end software product for
our subscribers. The particular applications included in our starter-kit have,
in some cases, been licensed. We currently intend to maintain or negotiate
renewals of, as the case may be, all existing software licenses and
authorizations as necessary. We may also want or need to license other
applications in the future. License fees charged to us upon enrollment of
additional subscribers are included in the cost of subscriber start-up fees.
Other applications included in our starter kit are shareware that we have
obtained permission to distribute or that are from the public domain and are
freely distributable.

PERSONNEL

As of December 31, 1999, we employed approximately 1,159 individuals on a
full-time equivalent basis. None of our employees are represented by a labor
union. We are not a party to any collective bargaining agreement.

PROPERTIES

Our local operations lease space in their markets for their POPs and also
for office space. We do not believe the locations of the properties in which we
lease office or POP space or the terms of any of our leases, individually, are
material. We anticipate that we will require additional space for POPs as we
expand, and we believe that we will be able to obtain suitable space as needed.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding that would have a
material effect on our consolidated financial condition.

23
<PAGE>
SELECTED FINANCIAL DATA

We present below our summary actual and pro forma combined financial data
for the year ended December 31, 1998 and for the nine months ended September 30,
1999. The summary pro forma combined financial data give effect to OneMain.com's
consolidated historical results, the 17 Internet service providers acquired
simultaneously with the closing of our IPO on March 30, 1999, and all subsequent
completed acquisitions. The pro forma combined balance sheet data give effect to
the historical balance sheet of OneMain.com as of September 30, 1999 and four
acquisitions consummated after September 30, 1999 as if they occurred on
September 30, 1999. The pro forma combined statements of operations and cash
flow data for the year ended December 31, 1998 and for the nine months ended
September 30, 1999 assume that all completed acquisitions were consummated on
January 1, 1998.

The summary pro forma financial data do not necessarily indicate the
operating results, cash flows or financial position which would have resulted
from our operations on a combined basis during the periods presented, nor do
these pro forma data necessarily represent any future operating results, cash
flows or financial position. In addition to these summary financial data, you
should also refer to the more complete historical financial statements and
unaudited pro forma combined financial statements and accompanying notes
included elsewhere in this prospectus.

24
<PAGE>
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AND SUBSCRIBER DATA)

<TABLE>
<CAPTION>
PRO FORMA
NINE MONTHS PRO FORMA NINE MONTHS
YEAR ENDED ENDED YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1998 1999 1998(1) 1999(1)
------------ ------------- ------------ -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Access revenues..................................... $ -- $ 46,948 $ 85,724 $ 96,335
Other revenues...................................... -- 3,067 6,764 6,409
-------- --------- ---------- ---------
Total revenues................................... -- 50,015 92,488 102,744
Costs and expenses:
Cost of access revenues............................. -- 19,097 34,109 39,367
Cost of other revenues.............................. -- 998 1,741 1,931
Operations and customer support..................... -- 6,951 16,086 14,627
Sales and marketing................................. -- 7,669 11,086 13,703
General and administrative.......................... 761 18,773 24,918 29,507
Equity compensation................................. -- 2,469 -- 2,469
Amortization........................................ -- 47,427 131,601(2) 98,520(2)
Depreciation........................................ -- 3,855 7,089 7,942
-------- --------- ---------- ---------
Total costs and expenses......................... 761 107,239 226,630 208,066
Loss from operations.................................. (761) (57,224) (134,142) (105,322)
Interest income....................................... -- 2,438 138 2,514
Interest expense...................................... (4) (381) (635) (737)
Other income (expense), net........................... -- 112 (592) 249
-------- --------- ---------- ---------
Loss before provision (benefit) for income taxes...... (765) (55,055) (135,231) (103,296)
Provision (benefit) for income taxes.................. -- (6,537) (16,225) (12,216)
-------- --------- ---------- ---------
Net loss.............................................. $ (765) $ (48,518) $ (119,006) $ (91,080)
-------- --------- ---------- ---------
-------- --------- ---------- ---------
Basic and diluted net loss per share.................. $ (0.16) $ (2.89)
-------- ---------
-------- ---------
Shares used in the calculation of basic and diluted
net loss per share.................................. 4,668 16,799
-------- ---------
-------- ---------
Pro forma basic and diluted net loss per share........ $ (5.10) $ (3.74)
---------- ---------
---------- ---------
Shares used in the calculation of pro forma basic and
diluted net loss per share.......................... 23,317 24,373
---------- ---------
---------- ---------
OTHER OPERATING DATA:
Approximate number of subscribers, end of period...... -- 561,000 495,000 644,000
Cash flow from operating activities................... $ (374) $ 3,682 $ 10,667 $ 15,319
Cash flow from investing activities................... -- (139,591) (14,244) (146,001)
Cash flow from financing activities................... 546 182,929 6,525 180,923
EBITDA(3)............................................. (761) (5,830) 3,955 1,389
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
-----------------------
PRO FORMA
ACTUAL COMBINED(1)
-------- -----------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit)............................................................... $ 27,873 $ (9,175)
Total assets............................................................................ 400,494 439,413
Long-term debt and other liabilities.................................................... 19,136 32,262
Stockholders' equity.................................................................... 318,505 342,430
</TABLE>

- ------------------
(1) The Pro Forma Combined Statements of Operations and Cash Flow information
for the year ended December 31, 1998 and for the nine months ended September
30, 1999 give effect to all acquisitions that have been consummated and
assume that they occurred on January 1, 1998. The Pro Forma Combined Balance
Sheet as of September 30, 1999 assumes that the four acquisitions
consummated after September 30, 1999 had occurred on September 30, 1999.
(2) Consists of amortization expense of $129,948 for the year ended December 31,
1998 and $97,592 for the nine months ended September 30, 1999 recorded as a
result of the acquisitions. These amortization charges are attributable
primarily to goodwill, subscriber lists and will be amortized over three
years and computed on the basis described in the notes to the unaudited pro
forma combined financial statements.
(3) EBITDA represents earnings or losses before interest, taxes, depreciation
and amortization. We have included EBITDA in these data because it is a
measure commonly used by investors to analyze and compare companies on the
basis of operating performance. EBITDA is not a measurement of financial
performance under generally accepted accounting principles and should not be
construed as a substitute for operating income (loss), net income (loss) or
cash flows from operating activities for purposes of analyzing our operating
performance, financial position or cash flows. Not all companies define
EBITDA in the same way, and our EBITDA is not necessarily comparable to
EBITDA reported by other companies.

26
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA FOR OUR ISPS

The selected financial data of our initial predecessor 17 ISPs acquired
upon the closing of our IPO have been presented below and are derived in part
from the more detailed historical financial statements and notes included
elsewhere in this prospectus. Financial information for the nine acquisitions
that we have completed subsequent to our IPO are included in the pro forma
combined financial statements and the accompanying notes as well as in the
historical financial statements provided for the significant acquired entities.

The balance sheet data as of December 31, 1997 and 1998 and the statement
of operations data for the years ended December 31, 1996, 1997 and 1998 for D&E
SuperNet, Inc., SunLink, Inc., SouthWind Internet Access, Inc., Horizon Internet
Technologies, Inc., United States Internet, Inc., Internet Partners of America,
LC, ZoomNet, Inc., Internet Access Group, Inc., Midwest Internet, LLC, Internet
Solutions, LLC, FGInet, Inc., Superhighway, Inc., Lightspeed Net, Inc., and TGF
Technologies, Inc. have been derived from the audited financial statements
included elsewhere in this prospectus.

The balance sheet data as of December 31, 1997 and 1998 and the statement
of operations data for the period from its inception on March 1, 1996 to
December 31, 1996 and the years ended December 31, 1997 and 1998 for LebaNet,
Inc. have been derived from the audited financial statements included elsewhere
in this prospectus.

The balance sheet data as of December 31, 1997 and 1998 and the statement
of operations data for the period from its inception on January 3, 1996 to
December 31, 1996 and the years ended December 31, 1997 and 1998 for Palm.Net,
USA, Inc. have been derived from the audited financial statements included
elsewhere in this prospectus.

The balance sheet data as of December 31, 1997 and 1998 and the statement
of operations data for the period from its inception on January 31, 1997 to
December 31, 1997 and the year ended December 31, 1998 for JPS.Net Corporation
have been derived from the audited financial statements included elsewhere in
this prospectus.

The following table shows selected historical financial data for our ISPs
for the stated periods and should be read together with the historical financial
statements and notes included elsewhere in this prospectus. All of our ISPs have
fiscal years ending December 31. Subscriber information for December 31, 1995 is
not available.

<TABLE>
<CAPTION>
FOR OR AT THE YEARS ENDED DECEMBER 31,
COMMENCED ---------------------------------------------------------------------
OPERATIONS 1995 1996 1997 1998
---------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
EAST OPERATING GROUP
D&E SuperNet, Inc.
Revenues............................... July 1995 $ 119,545 $ 841,537 $ 1,749,207 $ 3,946,804
Operating (loss) income................ $ (190,067) $ (11,029) $ 116,737 $ 456,550
Subscribers............................ -- 3,499 7,395 23,150
SunLink, Inc.
Revenues............................... October 1995 $ 6,620 $ 224,966 $ 798,237 $ 1,411,164
Operating (loss) income................ $ (9,185) $ 80 $ 149,583 $ (61,171)
Subscribers............................ -- 1,390 3,914 8,497
LebaNet, Inc.
Revenues............................... March 1996 $ 149,299 $ 199,571 $ 298,109
Operating income....................... $ 52,717 $ 34,928 $ 116,401
Subscribers............................ 289 253 233
TGF Technologies, Inc.
Revenues............................... November 1994 $ 603,394 $ 1,145,174 $ 2,512,081 $ 4,954,572
Operating loss......................... $ (649,891) $ (509,041) $ (915,914) $ (126,281)
Subscribers............................ -- 5,858 15,239 27,189
SOUTH OPERATING GROUP
SouthWind Internet Access, Inc.
Revenues............................... October 1994 $ 202,140 $ 836,587 $ 1,437,848 $ 2,170,404
Operating income....................... $ 4,449 $ 187,196 $ 365,186 $ 329,797
Subscribers............................ -- 5,185 8,116 11,287
</TABLE>

27
<PAGE>
<TABLE>
<CAPTION>
FOR OR AT THE YEARS ENDED DECEMBER 31,
COMMENCED ---------------------------------------------------------------------
OPERATIONS 1995 1996 1997 1998
---------------- --------------- --------------- --------------- ---------------
Horizon Internet Technologies, Inc.
<S> <C> <C> <C> <C> <C>
Revenues............................... July 1995 $ 1,921 $ 148,686 $ 434,615 $ 1,161,187
Operating (loss) income................ $ (13,749) $ 351 $ (53,069) $ 58,404
Subscribers............................ -- 807 3,126 7,261
Internet Partners of America, LC
Revenues............................... June 1995 $ 28,155 $ 930,989 $ 1,856,801 $ 4,425,577
Operating loss......................... $ (150,265) $ (1,162,396) $ (979,102) $ (519,181)
Subscribers............................ -- 6,789 13,060 24,183
Palm.Net, USA, Inc.
Revenues............................... April 1996 $ 95,918 $ 432,411 $ 625,922
Operating (loss) income................ $ (52,110) $ 79,831 $ 119,307
Subscribers............................ 1,600 2,824 5,337
Internet Access Group, Inc.
Revenues............................... January 1995 $ 393,165 $ 951,345 $ 1,179,434 $ 1,534,377
Operating (loss) income................ $ (138,036) $ 32,954 $ 36,137 $ (58,911)
Subscribers............................ -- 2,574 3,887 4,931
CENTRAL OPERATING GROUP
United States Internet, Inc.
Revenues............................... April 1994 $ 889,902 $ 2,506,732 $ 4,173,803 $ 6,514,652
Operating loss......................... $ (2,592,725) $ (1,850,915) $ (226,406) $ (4,649,781)
Subscribers............................ -- 10,927 16,219 35,289
ZoomNet, Inc.
Revenues............................... September 1995 $ 18,701 $ 272,692 $ 857,619 $ 1,967,680
Operating (loss) income................ $ (1,418) $ (12,533) $ 161,550 $ 201,884
Subscribers............................ -- 1,997 5,309 12,921
Midwest Internet, L.L.C.
Revenues............................... March 1995 $ 186,143 $ 1,790,376 $ 2,523,128 $ 4,091,066
Operating (loss) income................ $ (196,800) $ (482,368) $ 58,570 $ 500,196
Subscribers............................ -- 11,529 11,474 21,581
Internet Solutions, LLC
Revenues............................... October 1995 $ 7,004 $ 140,701 $ 446,057 $ 1,002,535
Operating (loss) income................ $ (47,136) $ (74,613) $ 5,753 $ 113,297
Subscribers............................ -- 1,010 2,667 5,437
FGInet, Inc.
Revenues............................... November 1994 $ 34,161 $ 274,965 $ 818,445 $ 1,493,790
Operating (loss) income................ $ (3,790) $ (125,093) $ 119 $ (104,309)
Subscribers............................ -- 2,919 4,601 10,031
Superhighway, Inc. d/b/a Indynet
Revenues............................... June 1995 $ 248,479 $ 1,248,751 $ 2,106,290 $ 3,013,383
Operating income....................... $ 28,427 $ 238,579 $ 460,012 $ 149,951
Subscribers............................ -- 6,556 12,468 18,114
WEST OPERATING GROUP
Lightspeed Net, Inc.
Revenues............................... March 1995 $ 84,771 $ 1,124,474 $ 3,085,901 $ 4,652,991
Operating loss......................... $ (385,229) $ (1,065,560) $ (1,242,859) $ (519,383)
Subscribers............................ -- 4,059 15,533 15,672
JPS.Net Corporation
Revenues............................... January 1997 $ 2,074,398 $ 9,001,578
Operating loss......................... $ (992,646) $ (852,620)
Subscribers............................ 32,119 100,736
TOTAL
Revenues................................. $ 2,824,101 $ 12,683,192 $ 26,685,846 $ 52,265,791
Operating loss........................... $ (4,345,415) $ (4,833,781) $ (2,941,590) $ (4,845,850)
Subscribers.............................. -- 66,988 158,204 331,849
</TABLE>

28
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------
1995 1996 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
EAST OPERATING GROUP
D&E SuperNet, Inc.
Total assets........................................... $ 227,716 $ 596,488 $ 767,247 $ 3,560,265
Long-term debt......................................... -- -- -- 2,180,000
Total stockholders' (deficit) equity................... (51,517) (443) 46,130 596,574
SunLink, Inc.
Total assets........................................... 21,988 149,149 436,575 698,204
Long-term debt......................................... 5,000 7,500 12,941 344,586
Total stockholders' equity............................. 11,310 17,926 157,327 75,793
LebaNet, Inc.
Total assets........................................... 75,340 115,249 108,948
Long-term debt......................................... -- -- --
Total stockholders' equity............................. 24,716 49,204 102,875
TGF Technologies, Inc.
Total assets........................................... 316,774 722,963 1,277,092 1,639,678
Long-term debt......................................... 39,611 355,218 757,542 573,997
Total stockholders' equity (deficit)................... 155,460 54,244 (387,556) (49,322)
SOUTH OPERATING GROUP
SouthWind Internet Access, Inc.
Total assets........................................... 158,735 427,912 609,336 619,659
Long-term debt......................................... 89,565 167,486 139,283 36,764
Total stockholders' equity............................. 31,254 206,855 397,840 464,494
Horizon Internet Technologies, Inc.
Total assets........................................... 36,301 79,987 177,844 558,126
Long-term debt......................................... 12,791 48,886 100,053 151,799
Total stockholders' equity (deficit)................... 8,251 7,367 (49,486) (16,258)
Internet Partners of America, LC
Total assets........................................... 297,758 1,500,578 2,360,033 3,642,322
Long-term debt......................................... 100,000 772,234 2,086,754 3,879,590
Total members' equity (deficit)........................ 149,735 573,220 (318,811) (1,163,546)
Palm.Net, USA, Inc.
Total assets........................................... 74,304 128,762 165,875
Long-term debt......................................... -- -- --
Total stockholders' (deficit) equity................... (50,413) 13,920 85,262
Internet Access Group, Inc.
Total assets........................................... 82,526 292,868 289,775 492,551
Long-term debt......................................... 51,956 153,521 209,240 342,675
Total stockholders' deficit............................ (146,223) (123,758) (111,636) (203,790)
CENTRAL OPERATING GROUP
United States Internet, Inc.
Total assets........................................... 751,795 1,902,158 2,228,337 8,855,270
Long-term debt......................................... 137,632 1,762,638 2,062,442 4,983,113
Stock appreciation rights liability.................... 1,780,840 2,362,218 1,763,357 5,104,035
Total stockholders' deficit............................ (1,853,742) (3,307,922) (2,799,234) (3,026,084)
ZoomNet, Inc.
Total assets........................................... 31,585 170,159 681,281 1,402,130
Long-term debt......................................... 5,397 24,308 363,113 699,278
Total stockholders' equity............................. 18,582 60,768 146,833 243,921
Midwest Internet L.L.C.
Total assets........................................... 434,841 759,993 747,249 1,867,362
Long-term debt......................................... 86,212 38,822 973,039 1,689,018
Total members' deficit................................. (123,023) (582,892) (589,057) (185,639)
</TABLE>

29
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------
1995 1996 1997 1998
----------- ----------- ----------- -----------
Internet Solutions, LLC
<S> <C> <C> <C> <C>
Total assets........................................... $ 61,828 $ 107,462 $ 307,076 $ 721,063
Long-term debt......................................... -- -- -- 234,743
Total members' equity.................................. 42,864 81,080 102,703 155,294
FGInet, Inc.
Total assets........................................... 27,556 243,321 375,388 1,011,586
Long-term debt......................................... -- -- -- --
Total stockholders' equity............................. 13,000 159,336 211,227 217,987
Superhighway, Inc. d/b/a IndyNet
Total assets........................................... 171,289 435,399 918,678 915,718
Long-term debt......................................... -- -- 49,608 29,013
Total stockholders' equity............................. 112,930 316,766 703,332 659,242
WEST OPERATING GROUP
Lightspeed Net, Inc.
Total assets........................................... 310,136 1,081,951 1,483,961 1,528,218
Long-term debt......................................... -- -- -- --
Total stockholders' equity............................. 296,705 874,751 848,248 761,526
JPS.Net Corporation
Total assets........................................... 1,257,665 4,321,912
Long-term debt......................................... -- 990,087
Total stockholders' deficit............................ (979,307) (2,966,036)
</TABLE>

- ------------------
(1) Operating loss for the years ended December 31, 1995, 1996, 1997 and 1998
includes compensation expense (benefit) of $1,680,840, $581,378, $(598,861)
and $3,340,678. This expense (benefit) is attributable to compensation
expense related to United States Internet's stock appreciation rights.

30
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The following discussion of our results of operations and of our liquidity
and capital resources should be read together with our condensed consolidated
financial statements and the related notes contained elsewhere in this
prospectus.

OVERVIEW

We successfully completed an initial public offering of 8,500,000 shares of
our common stock on March 30, 1999, concurrently with the acquisitions of 17
ISPs. We refer to these 17 acquisitions as our IPO Acquisitions. On April 9,
1999, the underwriters exercised their over-allotment option to purchase
1,275,000 shares of common stock at the initial public offering price of $22.00
per share. As of the period ended September 30, 1999, we had acquired all of the
outstanding common stock and limited liability company interests of five
additional ISPs and selected assets of three ISPs for approximately $72,393,000
in cash and common stock. We refer to these additional acquisitions as the
Subsequent Acquisitions. For financial reporting purposes, the IPO Acquisitions
have been accounted for under the purchase method of accounting from March 30,
1999 and the Subsequent Acquisitions from the date of acquisition. The purchase
of these and subsequent companies, coupled with strategic, internal growth, has
increased our subscribers to approximately 700,000 at December 31, 1999.

REVENUE

We derive Internet access revenues primarily from subscriptions from
individuals and small businesses for dial-up access to the Internet.
Subscription fees vary among our ISPs and by billing plan within the subscriber
base for a particular ISP. We also earn access revenues by providing dedicated
Internet access and Web hosting services.

We earn other revenues by charging set-up and installation fees, providing
Web page design and development and other technical services and selling
advertising, equipment and software. Revenues from the sale of these products
and services have been classified as other revenues in the combined results of
operations table set forth below.

COSTS AND EXPENSES

Our costs and expenses include:

o cost of access revenues;
o cost of other revenues;
o operations and customer support;
o sales and marketing;
o general and administrative;
o amortization; and
o depreciation.

Cost of access revenues consists primarily of the costs of maintaining
sufficient capacity to provide service to our subscribers. For an ISP, capacity
is a measurement of the ISP's ability to connect subscribers to the Internet,
and capacity costs include:

o the cost of leased routers and access servers and recurring
telecommunications costs, including the cost of local telephone lines to
carry subscriber calls to our points of presence, or POPs;

o the costs associated with leased lines connecting our POPs directly to
the Internet or to our operations centers and connecting our operations
centers to the Internet; and

o Internet backbone costs, which are the amounts we pay to Internet
backbone providers for bandwidth which allows us to transmit data from
the Internet to our subscribers.

31
<PAGE>
We expect the cost of access revenues to increase over time on an absolute
basis, as our subscriber base grows. However, we expect to leverage the combined
scale of our ISPs to lower the cost of access revenues as a percentage of
revenues by:

o negotiating one or more relationships with national backbone providers to
connect our ISPs to the Internet;

o negotiating favorable local loop contracts and establishing co-location
arrangements with local exchange carriers;

o establishing relationships to reduce our costs and improve access and
reliability for our subscribers; and

o negotiating discounts with equipment vendors.

Cost of other revenues consists primarily of:

o the salaries and benefits of the personnel providing installation of
equipment and software;

o Web development and technical services; and

o the cost of purchasing the equipment to provide these services. In the
case of equipment and software sales, the cost of other revenues includes
the cost of licensing software and purchasing equipment for resale.

Operations and customer support includes the expenses associated with
customer service and technical support, and consists primarily of the salaries
and employment costs of the employees responsible for those efforts. We expect
operations and customer support expenses to increase over time to support new
subscribers and expand our existing subscribers' service. New subscribers tend
to have particularly heavy customer service and technical support requirements.
Because we anticipate rapid growth in our subscriber base to continue, we expect
these costs to comprise an increasing percentage of expenses in the near term.
In addition, implementing our call center strategy, which will provide customer
service and technical support 24 hours a day, seven days a week in our markets,
will increase these expenses. In the longer term, as a percentage of revenues,
we believe operations and customer support expenses should decline as we
integrate our operations.

Sales and marketing includes the expenses associated with acquiring
subscribers, including advertising, promotions, referral bonuses, salaries and
sales commissions. On a percentage of revenue basis, sales and marketing expense
is a relatively variable cost and will increase with our development of a common
brand supported by a community-based marketing program. We expect that, over
time, sales and marketing expense will decrease as a percent of revenues.

General and administrative expenses consist primarily of:

o the salaries and benefits of our management and administrative employees;

o the cost of travel, entertainment, rent, utilities and credit card
processing; and

o the cost of consulting and professional fees related to integration.

We expect general and administrative costs to increase to support our
growth, particularly as we integrate our operations by establishing network
operations centers and call centers, and by implementing common billing and
financial reporting systems in the near term. Over time, we expect to leverage
the combined scale of our ISPs to lower these expenses as a percentage of
revenues as we realize efficiencies from integration.

Amortization expense primarily relates to the amortization of goodwill and
customer lists resulting from the acquisitions of our ISPs. We expect
amortization expense to increase as we acquire additional ISPs. Our policy is to
amortize, on a straight-line basis, the portion of the acquisition purchase
price attributable to customer lists and goodwill over a three-year period.

Depreciation primarily relates to our hardware infrastructure and is
calculated over the estimated useful lives of the assets ranging from three to
seven years using the straight-line method. We expect our capital expenditures
to increase as our operations continue to expand. We anticipate that financial
resources will be utilized to acquire additional communications equipment and
improvements to technology that will allow our

32
<PAGE>
networks to grow to support new and acquired subscribers, build network
operations and call centers and integrate common billing and financial reporting
systems.

RECENT DEVELOPMENTS

Subsequent to September 30, 1999, we acquired four ISPs totaling over
94,000 subscribers. These acquisitions were funded through a combination of cash
and the issuance of common stock. The consideration paid for these ISPs
consisted of $23,924,849 of cash and 1,446,231 shares of common stock.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101--Revenue
Recognition in Financial Statements. The SAB is effective for the first quarter
of 2000 and will require us to change the way we account for set-up fees. We
have not yet determined the effects of this change on our financial condition or
results of operations.

RESULTS OF OPERATIONS

We conducted no significant operations prior to March 31, 1999. The IPO and
the IPO Acquisitions closed on March 30, 1999. Activity that occurred on March
31, 1999 was not material to the results of operations for the quarter.

We reported a net loss of $48,517,000 or $2.89 per share, for the nine
months ended September 30, 1999. The net loss for the nine months ended
September 30, 1999 included $40,890,000 of non-cash amortization expense, net of
the related income tax benefit.

Cash flows from operations were $3,682,000 for the nine months ended
September 30, 1999.

COMBINED RESULTS OF OPERATIONS

The following financial information for the nine months ended September 30,
1999 includes the consolidated results of operations of Onemain.com and the
combined historical results of operations for the IPO Acquisitions for the
period January 1, 1999 through March 30, 1999, the date of acquisition. For the
nine-month period ended September 30, 1998, the combined historical results of
operations of the IPO Acquisitions are included.

The financial information for the years ending December 31, 1996, 1997, and
1998 includes the combined historical results of operations of the IPO
Acquisitions.

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
-------------------------------- ---------------------
COMBINED STATEMENT OF OPERATIONS DATA 1996 1997 1998 1998 1999
- ------------------------------------- -------- -------- -------- -------- ---------
(IN THOUSANDS, EXCEPT SUBSCRIBER DATA)
<S> <C> <C> <C> <C> <C>
Total revenues....................................... $ 14,758 $ 26,686 $ 56,687 $ 39,760 $ 69,517
Cost of access and other revenues.................... 6,615 11,127 22,787 15,844 28,185
Operations and customer support...................... 3,794 4,885 8,834 6,268 9,733
Sales and marketing.................................. 3,154 3,993 7,115 4,833 10,039
General and administrative........................... 5,673 6,555 18,076 13,534 22,499
Non-cash compensation expense........................ -- -- -- -- 2,469
Amortization......................................... 421 257 1,195 653 48,144
Depreciation......................................... 927 2,810 4,281 3,155 5,157
Other income......................................... -- -- -- -- 112
-------- -------- -------- -------- ---------
Operating loss..................................... $ (5,826) $ (2,941) $ (5,601) $ (4,527) $ (56,597)
-------- -------- -------- -------- ---------
-------- -------- -------- -------- ---------

Subscribers at the end of the period................. 66,988 158,204 331,849 278,995 560,893
</TABLE>

33
<PAGE>
The following table, which is based on the preceding table, shows a
comparison of costs of revenues, operations and customer support, sales and
marketing and general and administrative expenses as a percentage of total
revenues:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
---------------------- -------------
COMBINED PERCENTAGE OF REVENUES 1996 1997 1998 1998 1999
------------------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Cost of access and other revenues.............................. 44.8% 41.7% 40.2% 39.8% 40.5%
Operations and customer support................................ 25.7 18.3 15.6 15.8 14.0
Sales and marketing............................................ 21.4 15.0 12.6 12.2 14.4
General and administrative..................................... 38.4 24.6 31.9 34.0 32.4
Non-cash compensation expense.................................. 0.0 0.0 0.0 0.0 3.6
Amortization................................................... 2.9 1.0 2.1 1.6 69.3
Depreciation................................................... 6.3 10.5 7.6 7.9 7.4
</TABLE>

COMBINED NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998

We incurred a combined operating loss of $56,597,000 for the nine months
ended September 30, 1999 compared to a combined operating loss of $4,527,000 for
the nine months ended September 30, 1998. The combined operating loss loss for
the nine months ended September 30, 1999 included non-cash amortization expense
of $48,144,000, corporate-related expenses of $9,078,000, and equity
compensation expense of $2,469,000.

Total Revenues. Total revenues for the nine months ended September 30, 1999
were $69,517,000, compared to $39,760,000 for the nine months ended September
30, 1998, an increase of 74.8%. The increase was primarily attributable to an
increase in the number of subscribers and acquisitions. Revenues related to the
Subsequent Acquisitions totaled $5,130,000, or 7.4% of total revenues. Total
subscribers at September 30, 1999 were approximately 561,000 compared to
approximately 279,000 at September 30, 1998, an increase of 101.1%. Of this
increase, approximately 122,000 subscribers were a result of the Subsequent
Acquisitions.

Access revenues for the nine months ended September 30, 1999 were
$64,916,000, compared to $36,346,000 for the nine months ended September 30,
1998, an increase of 78.6%. The increase was primarily attributable to the
increase in subscribers discussed above.

Other revenues for the nine months ended September 30, 1999 totaled
$4,601,000 compared to $3,414,000 for the nine months ended September 30, 1998,
an increase of 34.8%. The increase was primarily attributable to increased
installation fees and equipment sales.

Total costs of access and other revenues. Total costs of access and other
revenues for the nine months ended September 30, 1999 were $28,185,000, a 77.9%
increase from September 30, 1998's nine month total of $15,844,000. Of the
September 30, 1999 total, 6.2%, or $1,752,000, related to the Subsequent
Acquisitions. Stated as a percentage of revenues, the total costs of access and
other revenues increased to 40.5% from 39.8% for the nine-month periods ended
September 30, 1999 and 1998, respectively. This increase is attributable to the
initial costs associated with the increase in our number of access points in
1999.

Operations and customer support. Operations and customer support expenses
for the nine-month period ended September 30, 1999 increased to $9,733,000, a
55.3% increase from $6,268,000 for the same period in 1998. Approximately
$930,000, or 9.6% of the September 30, 1999 total, was from the Subsequent
Acquisitions. As a percentage of revenues, operations and customer support
expenses for the nine months ended September 30, 1999 decreased to 14.0% from
15.8% for the nine months ended September 30, 1998. The decrease is a result of
our ability to leverage this relatively fixed cost over a larger subscriber
base.

Sales and marketing. Sales and marketing expenses for the nine months ended
September 30, 1999 increased to $10,039,000, or 107.7%, from $4,833,000, for the
nine months ended September 30, 1998. Of the September 30, 1999 total, $760,000,
or 7.6% related to the Subsequent Acquisitions. Sales and marketing expense as a
percentage of revenues for the nine months ended September 30, 1999 increased to
14.4% from

34
<PAGE>
12.2% for the nine months ended September 30, 1998. The increase is the result
of increased marketing promotions during 1999.

General and administrative. General and administrative costs increased
66.2% to $22,499,000 for the nine months ended September 30, 1999, from
$13,534,000 for the same period in 1998. Approximately $1,000,000, or 4.4%, of
the general and administrative costs as of September 30, 1999 were from the
Subsequent Acquisitions. As a percentage of revenues, general and administrative
costs for the nine months ended September 30, 1999 and 1998 remained relatively
constant.

Amortization. Amortization expense for the nine months ended September 30,
1999 totaled $48,144,000 compared to $653,000 for the nine months ended
September 30, 1998. This increase is attributable to the increase in goodwill
and customer lists from the IPO Acquisitions and Subsequent Acquisitions.

Depreciation. Depreciation expense for the nine months ended September 30,
1999 totaled $5,157,000 compared to $3,155,000 for the nine months ended
September 30, 1998. Depreciation from the Subsequent Acquisitions totaled
$678,000, or 13.1% of the nine-month period ended September 30, 1999. The
increase is the result of increased capital expenditures resulting from our
continuing effort to improve our infrastructure to support our continued growth.

COMBINED YEAR ENDED DECEMBER 31, 1998 COMPARED TO COMBINED YEAR ENDED DECEMBER
31, 1997

Total Revenues. Total revenues for the year ended December 31, 1998 were
$56,687,000, a 112.4% increase from the $26,686,000 for the same period in 1997.
The increase was primarily attributable to an increase in the number of
subscribers.

Cost of access and other revenues. Cost of access and other revenues
increased from $11,127,000 for the year ended December 31, 1997 to $22,787,000
for the year ended December 31, 1998. This 104.8% increase was primarily the
result of the increased costs associated with adding capacity to service new
subscribers. Cost of access and other revenues as a percentage of revenues
decreased from 41.7% in 1997 to 40.2% in 1998, primarily as a result of existing
excess capacity being used to service new subscribers.

Operating expenses. Operating expenses, which include operations and
customer support, sales and marketing and general and administrative expenses,
increased 120.5% to $34,025,000 for the year ended December 31, 1998 from
$15,433,000 for the year ended December 31, 1997. This increase is primarily a
result of hiring additional customer support, technical support and
administrative personnel. Operating expenses as a percentage of revenues
increased from 57.8% in 1997 to 60.0% in 1998.

COMBINED YEAR ENDED DECEMBER 31, 1997 COMPARED TO COMBINED YEAR ENDED DECEMBER
31, 1996

Total Revenues. Total revenues for the year ended December 31, 1997
increased 80.8% to $26,686,000 from the year-end total of $14,758,000 for
December 31, 1996. The increase was primarily attributable to an increase in the
number of subscribers.

Cost of access and other revenues. Cost of access and other revenues for
the year ended December 31, 1997 totaled $11,127,000, an increase of 68.2% from
the 1996 year-end total of $6,615,000, primarily as a result of the increased
costs associated with adding capacity to service new subscribers. Stated as a
percentage of revenues, cost of access and other revenues decreased from 44.8%
in 1996 to 41.7% in 1997, primarily as a result of existing excess capacity
being used to service new subscribers.

Operating expenses. Operating expenses, which include operations and
customer support, sales and marketing and general and administrative expenses,
increased to $15,433,000 for the year ended December 31, 1997, an increase of
22.3% from the same period in 1996. This increase was primarily a result of
hiring additional customer support, technical support and administrative
personnel. For the year, operating expenses as a percentage of revenues
decreased from 85.5% in 1996 to 57.8% in 1997, primarily as a result of
spreading the cost of existing personnel over a growing subscriber base.

35
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1999, our combined cash and cash equivalents balance
was $47,191,000, compared with $172,000 at December 31, 1998. This increase is
mainly attributable to the receipt of $190,622,000 of net proceeds from the IPO,
and $1,941,000 from exercises of common stock options, offset by the payment of
the aggregate cash portion of the purchase price of the IPO Acquisitions and
Subsequent Acquisitions of $108,734,000, net of cash acquired, and the repayment
of $7,537,000 of debt assumed in the IPO Acquisitions and the Subsequent
Acquisitions and the investment of $25,230,000 of marketable securities. In
addition, we earned net interest income of $2,057,000. At the closing of the IPO
Acquisitions and the Subsequent Acquisitions, we retired substantially all of
the acquired companies' debt obligations except to the extent such obligations
related to capitalized leases.

Additionally, during the three months ended March 31, 1999, we issued a
second promissory note in the amount of $500,000 to one of our founders to fund
the payment of pre-offering expenses. During the nine months ended September 30,
1999, the founders' notes and accrued interest, in the aggregate of $1,021,000,
were paid in full.

We expect our capital expenditures to increase as our operations continue
to expand. We anticipate that financial resources will be utilized to acquire
additional communications equipment and improvements to technology that will
allow our networks to grow to support new and acquired subscribers, build a
network operations center and integrate billing and financial reporting systems.
We expect to pay out additional consideration under earn-out arrangements
related to our acquisitions. The payment of additional consideration is
contingent upon meeting specified operational and earning margin requirements.
The amount of the additional consideration will be payable in either cash or
common stock at our option, in most cases. Through December 31, 1999, we
estimate the amount of additional consideration to be approximately $4,370,000,
net of purchase price adjustments. These amounts may be adjusted further in
future quarters.

We are currently pursuing, and intend to continue to pursue additional
acquisitions, which are expected to be funded through a combination of cash and
our issuance of common stock. To the extent we elect to pursue acquisitions for
significant amounts of cash, we are likely to require additional sources of
financing to fund these non-operating cash needs. We may raise additional equity
or debt capital to finance potential acquisitions and/or to fund accelerated
growth. Any significant acquisitions or increases in our growth rate could
materially affect our operating and financial expectations and results,
liquidity and capital resources.

EFFECTS OF INFLATION

We do not believe that inflation has had a material impact on our results
of operations during the nine months ended September 30, 1999.

YEAR 2000 READINESS DISCLOSURE STATEMENT

The year 2000 problem is the result of computer programs using two digits
rather than four to define the applicable year. As a result, date-sensitive
software may recognize a date using '00' as the year 1900 rather than the year
2000. This could result in system failures or miscalculations causing
disruptions of operations, including, among others, a temporary inability to
process transactions, send invoices or engage in similar business activities. On
and after January 1, 2000 through the date hereof, we have not experienced any
material disruptions related to the year 2000 problem, nor do we expect to in
the future.

Program execution and oversight. We established a year 2000 program office
and a program manager to coordinate appropriate activity and to help develop and
implement a year 2000 program. Our year 2000 program consisted of the following
phases: (1) project planning and inventory of our hardware, software and service
providers, (2) assessment of potential year 2000 issues, (3) development of
remedies to address the year 2000 issues discovered during the assessment phase,
(4) execution and testing of the remedies, and (5) the development of
contingency plans to address potential year 2000 failures. In executing our year
2000 program, we utilized both internal and external resources. We have
completed all phases of our year 2000 program.

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<PAGE>
During the second quarter of 1999, we entered into an agreement with
Kenan/Arbor Systems, a wholly owned subsidiary of Lucent Technologies, to help
deliver a single, fully integrated billing system for our
growing customer base. Based upon representations made by the supplier of the
new billing system, we believe the billing system is year 2000 compliant and
expect that it will be implemented in three of our ISPs by March 31, 2000. We
plan to complete the implementation of the new billing system for the remainder
of the ISPs by the end of 2000 and have developed a contingency plan to address
any year 2000 problems in the billing systems of these ISPs that will be
implemented after 1999.

During the third quarter of 1999, we entered into an agreement with
PeopleSoft for a fully integrated financial system. Based upon representations
made by the supplier of the financial system, we believe the financial system is
year 2000 compliant, and expect the financial system to be implemented in the
majority of our ISPs by the end of 2000. We have developed a contingency plan to
address any year 2000 problems in the financial systems of these ISPs that will
be implemented after 1999.

We have not independently verified the year 2000 assurances received from
the third-party suppliers of the financial system or the billing system.

Assessment. Also during the third quarter of 1999, we hired an outside
consulting firm to assist in analyzing and inventorying the hardware and
software applications for each of our ISPs to determine how these applications
might be affected by the year 2000 problem. All of our ISPs completed internal
testing of their software and computer systems to determine whether they are
year 2000 compliant and no material errors or omissions were found. Of course,
no year 2000 testing can be fully comprehensive or simulate all possible
circumstances of actual use and the ability of other products that may be used
in conjunction with the applications, including any client products, to exchange
date data consistently with the applications. Additionally, many of our ISPs
received assurances from their major vendors to assess their year 2000
readiness, however, our ISPs have not independently verified the year 2000
assurances received from these major vendors.

Costs. From the inception of our year 2000 project through December 31,
1999, we incurred pre-tax expense of approximately $400,000 in connection with
the year 2000 project. We funded the cost of the year 2000 program from cash
flows. We currently believe there will be no future costs associated with the
year 2000 project that will have a material effect on our financial condition,
liquidity or results of operations. There may, however, be interruptions or
other limitations of financial and operating systems' functionality, and we may
incur additional costs to avoid these interruptions or limitations.

Risks. To the extent that the ISPs rely on external vendors or third-party
network service providers with year 2000 exposure, any failure by these vendors
or service providers to resolve any year 2000 issues on a timely basis or in a
manner that is compatible with our systems could adversely affect our ability to
provide services to our subscribers. The inability to provide Internet access
could have an adverse impact on one or more of our ISPs or us as a whole.
Although some of our ISPs have investigated the readiness of their electrical,
heating and telephone providers, most of them have not contacted these providers
to determine year 2000 readiness.

Our expectations about future costs associated with the year 2000 issue are
limited by uncertainties that could cause actual results to have a greater
financial impact than currently anticipated. Factors that could influence the
amount and timing of future costs include:

o our success in identifying systems and programs that contain two-digit
year codes;
o the nature and amount of programming required to upgrade or replace each
of the affected programs;
o the rate and magnitude of related labor and consulting costs; and,
o our success in addressing year 2000 issues with third-parties with whom
we do business.

Our failure to correct a material year 2000 problem could result in an
interruption in, or a failure of, normal business activities or operations.
Presently, however, we perceive that our most likely worst-case scenario related
to the year 2000 is associated with potential concerns with third-party services
or products. Specifically, we are heavily dependent on a significant number of
third-party vendors to provide both network services and equipment. A
significant year 2000-related disruption of the network services or equipment
provided to us by third-party vendors could cause customers to consider seeking
alternate

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<PAGE>
providers or cause an unmanageable burden on customer service and technical
support, which in turn could materially and adversely affect our results of
operations, liquidity and financial condition. We are not presently aware of any
vendor-related year 2000 issue that is likely to result in this type of
disruption. Furthermore, our business depends on the continued operation of, and
widespread access to, the Internet. Although there is inherent uncertainty in
the year 2000 issue, we expect that as we progress further into the year 2000,
the level of uncertainty about the impact of the year 2000 issue will be reduced
significantly.

Contingency plans. We established a Contingency Plan Committee to monitor
and address the development of contingency plans. Since no material disruptions
were encountered, and none are expected in the future, we have not had to
implement any contingency plan. We are currently unable at this time to fully
assess our risks and determine what contingency plans, if any, will need to be
implemented. As we progress in our year 2000 program and identify specific risk
areas, we intend to timely implement appropriate remedial actions and
contingency plans.

The estimates and conclusions included in this discussion contain
forward-looking statements and are based on management's best estimates of
future events. Our expectations about risks, future costs and the timely
completion of our year 2000 modifications may turn out to be incorrect and any
variance from these expectations could cause actual results to differ materially
from what has been discussed above. Factors that could influence risks, amount
of future costs and the effective timing of remediation efforts include our
success in identifying and correcting potential year 2000 issues and the ability
of third-parties to appropriately address their year 2000 issues.

The foregoing year 2000 discussion and the information contained herein is
provided as a 'Year 2000 Readiness Disclosure' as defined in the Year 2000
Information and Readiness Disclosure Act of 1998 enacted on October 19, 1998.

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<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

We show below information regarding our executive officers, key employees
and directors:

<TABLE>
<CAPTION>
NAME AGE POSITION AND OFFICES HELD TERM EXPIRES
- ---- ---- ------------------------- ------------
<S> <C> <C> <C>
Stephen E. Smith............................. 40 Chief Executive Officer, Chairman of the
Board and Director 2002
Michael D. Read.............................. 52 President and Chief Operating Officer
Marian G. O'Leary............................ 45 Senior Vice President and Chief Financial
Officer
Joseph M. Songer............................. 37 Chief Controller and Treasurer
Phillip Gross................................ 52 Senior Vice President of Technology
M. Cristina Dolan............................ 38 Executive Vice President and Chief Content
and Strategic Alliances Officer
Allon H. Lefever............................. 52 Director and Vice Chairman and President of
the East Operating Group 2002
Thomas R. Eisenmann.......................... 41 Director 2001
Donald R. Kaufmann........................... 56 Director 2000
Ella Fontanals de Cisneros................... 54 Director 2001
</TABLE>

Stephen E. Smith is Chairman of the Board and has served as our Chief
Executive Officer since our inception in August 1998. Mr. Smith was an
investment banker having worked both in the Corporate Finance and Mergers and
Acquisitions Departments at Morgan Stanley & Co. Incorporated from March 1991 to
July 1998. From 1988 to 1991, Mr. Smith worked for the Trammell Crow Companies.

Michael D. Read is our President and Chief Operating Officer and is in
charge of all day-to-day operations, including marketing, technology,
engineering and telecommunications. From May 1998 to May 1999, Mr. Read was the
chief executive officer of PACER International, a global organization that
assists new and incumbent telecommunications companies. From January 1997 to May
1998, Mr. Read was a senior executive at ANS Communications, an America Online
company. Mr. Read spent from August 1964 to January 1997 at British Telecom,
holding several positions including the company's chief of global engineering.
At British Telecom, Mr. Read also served as senior vice president of network
services in Concert Communications, the global alliance between British Telecom
and MCI.

Marian G. O'Leary is our Senior Vice President and Chief Financial Officer.
In that capacity, her responsibilities include overseeing our investor
relations, finance and human resources departments. Prior to joining us, Ms.
O'Leary was Senior Vice President and Chief Financial Officer for RSA Security,
Inc., a maker of software to secure access to the Internet and corporate
networks, from July 1997 to July 1999. From April 1987 to July 1997, Ms. O'Leary
had various positions with Digital Equipment Corporation, including Vice
President of Finance.

Joseph M. Songer is our Chief Controller and Treasurer. His
responsibilities include management of all corporate and regional finance
directors. Mr. Songer has more than 15 years of multi-corporate experience as a
CPA and a Director of Finance. Prior to joining us, Mr. Songer served as a
Controller of LaSalle Partners from September 1997 to February 1999. From May
1993 to September 1997, he was Director of Investment Finance and Partnership
Accounting at The National Housing Partnership.

Phillip Gross is our Senior Vice President of Technology. His group is
responsible for our network and systems architecture, engineering and
operations. Mr. Gross is a 25-year veteran in the computer and networking
industry and has an extensive background in research software development and
project and product management. Before joining us, Mr. Gross was Director of
Networking Engineering at @Home Network, a broadband Internet service provider,
where he was responsible for the @Home backbone and regional networking services
from December 1996 to December 1998. From January 1993 to December 1996,

39
<PAGE>
as the initial Internet engineering director at MCI, he created and led the
engineering group responsible for developing MCI's Internet network service and
Internet access product line.

M. Cristina Dolan has served as an Executive Vice President and our Chief
Content and Strategic Alliances Officer since January 1999. Ms. Dolan was the
director of e-Commerce Sales Strategy for Oracle Corporation for the Americas
from October 1997 until she joined us. Ms. Dolan was the director of operations
and technology for the ABC Multimedia Group, the interactive media unit of ABC,
Inc. (a Walt Disney Company), from March 1996 to August 1997. From February 1995
to March 1996, Ms. Dolan served as director of operations for Hearst New Media &
Technology's HomeArts, the flagship Web site of the Hearst Corporation, and from
June 1994 to February 1995, Ms. Dolan was multimedia general manager for I-Cube
(International Integration, Inc.), a system integration company. Prior to June
1994, Ms. Dolan spent ten years with IBM in various marketing and systems
engineering positions.

Allon H. Lefever is one of our directors and Vice Chairman of the Board as
well as President of our East operating group. Mr. Lefever founded SuperNet
Interactive Services, Inc. and served as a director and treasurer of SuperNet
Interactive Services Inc. from May 1994 to March 1999 and founded and served as
a director of SuperNet, one of our ISPs, from July 1995 to March 1999. Mr.
Lefever has also served as senior business executive for High Industries, Inc.
since April 1988. Mr. Lefever is a director of U.S. Office Products, Inc. and a
director and treasurer of Goodville Mutual Insurance Company.

Thomas R. Eisenmann is one of our directors. Mr. Eisenmann is an Assistant
Professor in the Entrepreneurial Management/Service Management Unit at the
Harvard Business School. Mr. Eisenmann entered the Doctoral Program at the
Harvard Business School in 1994 and received his Doctor of Business
Administration degree in 1998 after completing a doctoral thesis examining the
consolidation patterns in the U.S. cable television industry. From 1990 through
1994, Mr. Eisenmann served as the co-head of McKinsey & Company's Media and
Entertainment Practice where he directed teams addressing a broad range of
strategic, organizational and operational issues for clients engaged in network
television broadcasting, cable programming services, newspaper, magazine and
book publishing and motion picture production.

Donald R. Kaufmann is one of our directors. Mr. Kaufmann is vice president
of D&E Communications, Inc., a telecommunications company and one of the former
shareholders of SuperNet, one of our ISPs. From July 1995 to June 1996, Mr.
Kaufmann served as Managing Director of New Business Ventures for D&E
Communications. From 1965 to 1995, Mr. Kaufmann was employed by Bell Atlantic
Corp. When Mr. Kaufmann left Bell Atlantic, he was Director of Network
Investment Management.

Ella Fontanals de Cisneros is one of our directors. Mrs. Cisneros, an
investor in a variety of public and private companies, had been the Board Chair
and Chief Executive Officer of TGF Technologies, one of our ISPs, from May 1994
to March 1999. Mrs. Cisneros is also the founder and has been President of the
Together Foundation, a nonprofit foundation whose purpose is to provide
assistance to nonprofit organizations, United Nations agencies and other
intergovernmental bodies in connection with their computer, information,
networking, database and telecommunications needs, since the foundation's
formation in November 1992. Mrs. Cisneros also serves as a director of SuRed,
the content and information provider for TelCel, one of Venezuela's leading
providers of cellular telephone and Internet services.

Our board of directors currently consists of six directors and is divided
into three classes, as nearly equal in number as possible. As of the date of
this prospectus, one of our directorships was vacant. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that meeting will be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.

COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors has established three committees to date, the
compensation committee, the audit committee and the executive committee.

Compensation committee. Our board of directors established a compensation
committee which consists solely of non-employee directors. The compensation
committee provides a general review of our

40
<PAGE>
compensation plans to ensure that they meet corporate objectives and administers
our stock plans. The current members of the compensation committee are Mrs.
Cisneros and Mr. Eisenmann.

Audit committee. Our board of directors also established an audit committee
which is comprised solely of independent directors. The current members of the
audit committee are Messrs. Eisenmann and Kaufmann. The responsibilities of the
audit committee include:

o recommending to our board of directors the independent public accountants
to conduct the annual audit of our books and records;

o reviewing the proposed scope of the audit;

o approving the audit fees to be paid;

o reviewing accounting and financial controls with the independent public
accountants and our financial and accounting staff; and

o reviewing and approving transactions between us and our directors,
officers and affiliates.

Executive committee. Our board of directors established an executive
committee. The responsibilities of the Executive committee are to approve
acquisitions and to approve the grants of stock options up to specified
thresholds. The current member of the executive committee is Mr. Smith.

DIRECTOR COMPENSATION

Directors who are not currently receiving compensation as officers,
employees or consultants of ours are entitled to receive an annual retainer fee
of $25,000, plus reimbursement of expenses for each meeting of the board of
directors and each committee meeting they attend in person. Non-employee
directors typically receive grants of options to purchase 25,000 shares upon
joining the board of directors and subsequent grants to purchase 5,000 shares on
each annual meeting date after joining the board of directors. These grants to
non-employee directors are made under either our 1999 Stock Option and Incentive
Plan or our 1999 Plan.

EXECUTIVE COMPENSATION

We were founded in August 1998 and had no significant operations during
1998. The following table presents information concerning the annual and
long-term compensation for our Chief Executive Officer and our five other most
highly compensated executive officers who received total compensation in excess
of $100,000 for the year ended December 31, 1999. We refer to these individuals
as our 'named executive officers.'

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<PAGE>
O SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION -----------------------------------
------------------------------------------ RESTRICTED SECURITIES ALL
OTHER ANNUAL STOCK UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION AWARDS($) OPTIONS(#) COMPENSATION
- --------------------------- ---- --------- -------- ------------ --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen E. Smith...................... 1999 $ 137,800 $62,500 -- -- 200,000 $ 1,786
Chairman of the Board, Chief Executive 1998 54,167 19,395 -- -- -- --
Officer and Director
Michael D. Read....................... 1999 122,175 125,000 -- -- 500,000 7,200
President
Dewey K. Shay(1)...................... 1999 125,000 62,500 $1,712 -- 200,000 186,074(2)
Former Vice President and 1998 54,167 19,395 -- -- -- --
Chief Financial Officer
Martin R. Lyons(3).................... 1999 106,250 50,000 388 -- 300,000 187,574(4)
Former Vice President and Chief
Technology Officer
M. Cristina Dolan..................... 1999 150,300 50,000 388 -- 300,000 --
Executive Vice President and Chief
Content and Strategic Alliances
Officer
Joseph M. Songer...................... 1999 $ 95,625 $42,900 388 -- 110,000 --
Chief Controller and Treasurer
</TABLE>

- ---------------
(1) Mr. Shay resigned his position as our Executive Vice President and Chief
Financial Officer effective as of October 28, 1999.
(2) Represents a severance payment and life insurance premiums paid by us.
(3) Mr. Lyons resigned his position as our Executive Vice President and Chief
Technology Officer effective as of September 30, 1999.
(4) Represents a severance payment and life insurance premiums paid by us.

The following table presents information concerning exercised and
unexercised options held by our Chief Executive Officer and our named executive
officers at December 31, 1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
SHARES AT DECEMBER 31, 1999 DECEMBER 31, 1999
ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Smith......................... -- -- 100,000 100,000 -- --
Michael D. Read.......................... -- -- 100,000 400,000 $75,000 $300,000
Dewey K. Shay(1)......................... -- -- 200,000 -- -- --
Martin R. Lyons(2)....................... -- -- -- -- -- --
M. Cristina Dolan........................ -- -- -- 300,000 -- --
......................... -- -- -- 110,000 -- --

</TABLE>

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

(1) Mr. Shay resigned his position as our Executive Vice President and Chief
Financial Officer effective as of October 28, 1999.
(2) Mr. Lyons resigned his position as our Executive Vice President and Chief
Technology Officer effective as of September 30, 1999.

The following table presents information relating to options to purchase
common stock granted to our Chief Executive Officer and our named executive
officers during 1999.

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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT ANNUAL RATES OF
NUMBER OF OF TOTAL INDIVIDUAL GRANTS STOCK PRICE
SECURITIES OPTIONS -------------------- APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5% 10%
- ---- ---------- ------------ -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stephen E. Smith................................. 200,000 3.44% $22.00 3/24/09 $2,767,136 $ 7,012,467
Michael D. Read.................................. 500,000 8.59 14.25 6/15/09 4,480,874 11,355,415
Dewey K. Shay(1)................................. 200,000 3.44 22.00 1/13/01 451,000 924,000
Martin R. Lyons(2)............................... 300,000 5.16 22.00 12/31/99 -- --
M. Cristina Dolan................................ 300,000 5.16 22.00 3/24/09 4,150,704 10,518,700
Joseph M. Songer................................. 25,000 0.43 22.00 3/24/09 345,892 876,558
Joseph M. Songer................................. 10,000 0.17 28.25 4/22/09 177,663 450,232
Joseph M. Songer................................. 15,000 0.26 15.875 9/9/09 149,756 379,510
Joseph M. Songer................................. 60,000 1.03 16.75 10/7/09 632,039 1,601,711

</TABLE>

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

EMPLOYMENT AGREEMENTS

We have Senior Management Agreements with each of Messrs. Smith, Read and
Lefever and Ms. O'Leary. The agreements of Messrs. Smith and Lefever each have
an initial term of three years and will be extended for two additional years
unless we or the employee elects to terminate the agreement within 60 days of
the third anniversary of the date of employment. The agreement between us and
Mr. Read has an initial term of four years and will be extended for an
additional two years unless we or Mr. Read terminate the agreement within 60
days of the fourth anniversary of the date of employment. The agreement between
us and Ms. O'Leary has an initial term of three years and may be extended if
agreed to in writing by both us and Ms. O'Leary. Under these agreements, these
employees receive an annual base salary that may be increased by our board of
directors based on performance objectives they establish, and an annual bonus
based upon our performance.

If, during the term of one of these agreements, we terminate the employee's
employment without cause or the employee terminates his or her employment for
good reason, the employee will be entitled to receive his or her base salary and
all employee benefits for a period of one year from the date of the termination
of employment.

Under the terms of these agreements, these employees have agreed to
preserve the confidentiality and the proprietary nature of all information
relating to OneMain.com, our ISPs and our business during the term of the
agreement and for five years after the term of the agreement ends. In addition,
each of these employees has agreed to non-competition provisions that will be in
effect during the term of his or her agreement and for two years after the term
of the agreement ends (one year for Mr. Read) and to non-solicitation provisions
that will be in effect during the term of his or her agreement and for two years
after the term of the agreement ends (one year for Mr. Read).

1999 STOCK OPTION AND INCENTIVE PLAN

The OneMain.com 1999 Stock Option and Incentive Plan, the stock option
plan, authorizes the grant of:

o stock options;

o stock appreciation rights;

o restricted stock;

o deferred stock;

o unrestricted stock;

o dividend equivalents;

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<PAGE>
o other stock-based awards;
o performance awards; and
o annual incentive awards to provide incentives to attract and retain
executive officers, directors, employees and other key personnel.

The compensation committee of our board of directors administers the stock
option plan. The maximum number of shares available for issuance under the stock
option plan is currently 5,000,000. In the future, we may increase the
authorized number of shares available for issuance under the stock option plan.

In each fiscal year, any person who is eligible to participate may not be
granted awards relating to more than 1,000,000 shares. In addition, the maximum
amount that may be earned as an annual incentive award or other cash award in
any fiscal year by any one participant is $300,000 and the maximum amount that
may be earned as an incentive award or other cash award in respect of a
performance period by any one participant is $900,000. If and to the extent that
the committee determines that an award to be granted to a participant should
qualify as 'performance-based compensation' for purposes of Section 162(m) of
the Internal Revenue Code, the grant, exercise and/or settlement of such award
will be contingent upon achievement of preestablished performance goals. The
performance goals shall be one or more of the following business criteria for
OneMain.com, on a consolidated basis, and/or its specified subsidiaries or
business units, except with respect to the total stockholder return and earnings
per share criteria:

(1) total stockholder return;
(2) total stockholder return as compared to total return, on a comparable
basis, of a publicly available index such as, but not limited to, the
Standard & Poor's 500 Stock Index;
(3) net income;
(4) pretax earnings;
(5) earnings before interest expense, taxes, depreciation and
amortization;
(6) pretax operating earnings after interest expense and before bonuses,
service fees and extraordinary or special items;
(7) operating margin;
(8) earnings per share;
(9) return on equity;
(10) return on capital;
(11) return on investment;
(12) operating earnings;
(13) working capital; and
(14) ratio of debt to stockholders' equity.

Stock options. Our stock option plan permits the granting of options to
purchase shares of common stock intended to qualify as incentive stock options
under the Internal Revenue Code and options that do not qualify as incentive
stock options. The exercise price of each option will be determined by the
committee but may not be less than 100% of the fair market value of our common
stock on the date of grant.

The term of each option will be fixed by the committee and may not exceed
10 years from the date of grant. The committee will determine at what time or
times each option may be exercised and the period of time, if any, after
retirement, death, disability or termination of employment during which options
may be exercised. Options may be made exercisable in installments. The
exercisability of options may be accelerated by the committee.

To exercise an option, the optionee must pay the exercise price in full
either in cash or cash equivalents or by delivery of shares of common stock
already owned by the optionee. The exercise price may also be delivered by a
broker under irrevocable instructions to the broker from the optionee.

Restricted stock. The committee may also award shares of common stock to
participants. These stock awards may be conditioned on the achievement of
performance goals and/or continued employment with us through a specified
restricted period. If the performance goals and any other restrictions are not
attained, the participants will forfeit their restricted shares. The purchase
price of restricted shares of common stock are determined by the executive
committee.

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<PAGE>
Deferred stock. The committee may also award deferred stock units, which
are ultimately payable in the form of unrestricted shares of common stock. A
deferred stock award may be conditioned or restricted in whatever manner the
committee may determine. These conditions and restrictions may include the
achievement of performance goals and/or continued employment with us through a
specified restricted period. If the performance goals and other restrictions are
not attained, the participants will forfeit their deferred stock units. During
the deferral period, the deferred stock units may be credited with dividend
equivalent rights.

Unrestricted stock. The committee may also grant shares of common stock at
no cost or for a purchase price determined by the committee which are free from
any restrictions under the stock option plan. Unrestricted shares of common
stock may be issued to participants in recognition of past services or other
valid consideration, and may be issued in lieu of cash compensation to be paid
to participants.

Performance stock awards. The committee may also grant performance stock
awards to participants entitling the participants to receive shares of common
stock upon the achievement of performance goals and other conditions determined
by the committee.

Dividend equivalent rights. The committee may grant dividend equivalent
rights entitling the recipient to receive credits for dividends that would be
paid if the recipient had held a specified number of shares of common stock.
Dividend equivalent rights may be granted as a component of another award or as
a freestanding award. Dividend equivalent rights credited under the stock option
plan may be paid currently or be deemed to be reinvested in additional shares of
common stock, and may accrue additional dividend equivalent rights after
reinvestment at fair market value at the time of deemed reinvestment. Dividend
equivalent rights may be settled in cash, common stock or a combination of cash
and shares, in a single installment or installments, as specified in the award.
Awards payable in cash on a deferred basis may provide for crediting and payment
of interest equivalents.

Stock appreciation rights. The committee may grant a right to receive a
number of shares or, in the discretion of the committee, an amount in cash or a
combination of shares and cash, based on the increase in the fair market value
of the shares underlying the right during a stated period specified by the
committee. The committee may approve the grant of these stock appreciation
rights related or unrelated to stock options. Upon exercise of a stock
appreciation right that is related to a stock option granted, the holder of the
related option will surrender the option for the number of shares as to which
the stock appreciation right is exercised and will receive payment of an amount
computed as provided in the stock appreciation right award. Generally, a stock
appreciation right granted in connection with a stock option will be exercisable
at the time or times, and only to the extent that, the related stock option is
exercisable, and will not be transferable except to the extent that the related
option may be transferable.

Performance and annual incentive awards. Our stock option plan authorizes
the committee to grant multiyear and annual incentive awards based upon
achievement of pre-established performance goals, including awards that qualify
as 'performance-based compensation' for purposes of the Internal Revenue Code.
The grant, exercise and/or settlement of a performance award may be made
contingent upon achievement of pre-established performance goals. Achievement of
performance goals will be measured over a performance period of up to 10 years,
as specified by the committee.

The amount of an incentive award is based upon the achievement of a
performance goal or goals based on one or more of the business criteria
described above during the given performance period specified by the committee.
The committee may specify the amount of the incentive award as a percentage of
these business criteria, a percentage in excess of a threshold amount or as
another amount which need not bear a strictly mathematical relationship to these
business criteria.

Other stock-based awards. The executive committee is authorized to grant to
participants other awards that may be based on or related to our common stock,
including:

o convertible or exchangeable debt securities;

o other rights convertible or exchangeable into shares;

o purchase rights for shares;

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o incentive awards with value and payment contingent upon performance; and

o incentive awards valued by reference to the performance of specified
subsidiaries or business units.

1999 PLAN

The maximum number of shares reserved for issuance under the OneMain.com
1999 Plan is 3,000,000. The 1999 Plan is substantially similar to the stock
option plan, except that it does not provide for the following:

(1) Grants of incentive stock options;

(2) Grants of awards intended to qualify under Section 162(m) of the
Internal Revenue Code as performance based awards; and

(3) Formula grants for non-employee directors, although discretionary
grants may be made to non-employee directors.

In addition, the 1999 Plan did not require stockholder approval.

1999 EMPLOYEE STOCK PURCHASE PLAN

The OneMain.com 1999 Employee Stock Purchase Plan permits eligible
employees to purchase shares of common stock at a discount. During purchase
periods, we will withhold amounts through payroll deductions for eligible
employees who elect to participate in this plan. At the end of each purchase
period, we will use accumulated payroll deductions to purchase stock at a price
equal to no less than 85% of the market price on behalf of our eligible
employees who are participating in the plan. We have reserved 500,000 shares of
common stock for issuance under this plan.

401(K) PLAN

Effective January 1, 2000, we adopted a new 401(k) retirement plan, a
defined contribution plan intended to qualify under Section 401 of the Internal
Revenue Code. In general, employees of OneMain.com and its subsidiaries are
eligible to become plan participants. Participants may make pre-tax
contributions to the plan, subject to a statutorily prescribed annual limit.
Each participant is fully vested in his or her contributions and the investment
earnings. OneMain.com may make matching contributions to the plan. Contributions
by the participants or OneMain.com to the plan, and the income earned on these
contributions, are generally not taxable to the participants until withdrawn.
Contributions by OneMain.com are generally deductible when made. Participant and
company contributions are held in trust as required by law. Individual
participants may direct the trustee to invest their accounts in authorized
investment alternatives. Currently, a few of OneMain.com's subsidiaries maintain
their own 401(k) plans for the benefits of the subsidiaries' employees.
OneMain.com intends to merge these subsidiary level 401(k) plans into the new
OneMain.com 401(k) plan beginning in the first quarter of 2000.

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TRANSACTIONS WITH RELATED PARTIES

On August 19, 1998, in connection with the formation of OneMain.com,
Stephen E. Smith and Jonathan J. Ledecky, two of our founders, purchased shares
of common stock at a purchase price of $0.01 per share in the following amounts:

o Mr. Smith purchased 1,500,000 shares of common stock for $15,000. Mr.
Smith subsequently transferred 140,000 of these shares to other persons.

o Jonathan J. Ledecky purchased 2,000,000 shares of common stock for
$20,000.

Messrs. Smith and Ledecky have agreed that they will not, without our prior
written consent, transfer any of the shares of common stock they own, except for
transfers made as part of a pledge, hedging or similar transaction until March
31, 2000. After March 31, 2000, these restrictions lapse according to the
following schedule:

o 50% of their shares may be transferred after March 30, 2000;

o 75% of their shares may be transferred after September 30, 2000; and

o all of their shares may be transferred after March 30, 2001.

On January 1, 1999, M. Cristina Dolan, an Executive Vice President and our
Chief Content and Strategic Alliances Officer purchased 100,000 shares of common
stock for $5,000, or $0.05 per share.

On November 25, 1998 and February 4, 1999, we issued promissory notes to
Mr. Ledecky for two loans of $500,000 each. We used the proceeds of these loans
to pay IPO costs. We paid off both of these loans, including accrued interest
thereon, using some of the proceeds of our IPO.

On December 21, 1998, we entered into an agreement with SuperNet and its
shareholders to acquire all the shares of SuperNet simultaneously with the
closing of our IPO. Mr. Lefever had an 18.3% interest in SuperNet. On November
23, 1999, we entered into an agreement with the former shareholders of SuperNet
making a post-closing adjustment to the purchase price and paying an earnout. On
February 18, 1999, we entered into an agreement with TGF Technologies and its
shareholders to acquire all of the shares of TGF Technologies simultaneously
with the closing of our IPO. Ella Fontanals de Cisneros, who is one of our
directors, controlled the corporations that owned approximately 98% of TGF
Technologies. In exchange for their interests in these ISPs, we paid Mr. Lefever
and Mrs. Cisneros, directly or indirectly through entities they control, the
following consideration:

<TABLE>
<CAPTION>
COMMON
CASH STOCK OPTIONS
---------- --------- --------
($) (SHARES) (SHARES)
<S> <C> <C> <C>
Allon H. Lefever................................................... $ 894,722 127,296 33,000
Ella Fontanals de Cisneros......................................... $6,922,600 1,010,000 --
</TABLE>

The options vest one-third on each of the sixth, seventh and eighth
anniversaries of March 30, 1999, but may vest sooner based on performance-based
criteria. Mr. Lefever may receive additional consideration in the form of cash
or stock, at our election, and may also receive additional stock options.

Donald R. Kaufmann, who is one of our directors, is an executive officer of
D&E Communications, which indirectly owned 50% of SuperNet. Mr. Kaufmann did not
receive any consideration, other than as a shareholder of D&E Communications, in
connection with our acquisition of SuperNet.

We have entered into Senior Management Agreements with each of our
executive officers and with Mr. Lefever. For the details of these agreements,
please refer to 'Management--Employment agreements' above.

Pursuant to a Separation Agreement and Release, we and Mr. Lyons agreed
that Mr. Lyons would receive a severance payment of $187,500, less withholding
taxes, payable upon execution of the agreement. In accordance with Mr. Lyons'
Senior Management Agreement, the confidentiality, non-competition and non-
solicitation provisions remain in force until two years following the date of
the agreement.

Pursuant to a Separation Agreement and Release, we and Mr. Shay agreed that
Mr. Shay would receive a severance payment of $162,500, less withholding taxes,
payable over a one year term. In addition, Mr. Shay will receive a $50,000 bonus
payable in January 2000. In accordance with Mr. Shay's Senior Management
Agreement, the non-competition and non-solicitation provisions remain in force
until two years following the date of the agreement and the confidentiality
provisions remain in force until five years following the date of the agreement.

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PRINCIPAL STOCKHOLDERS

The following shows the number and percentage of outstanding shares of our
common stock that were owned as of December 31, 1999 by:
o all persons known by us to own beneficially more than 5% of the common
stock;
o each director and executive officer; and
o all directors and executive officers as a group.

As of December 31, 1999, there were 24,934,906 shares of common stock
outstanding. We also have outstanding options to purchase 5,262,966 shares of
common stock at a weighted average exercise price of $20.64 per share, including
1,246,928 options which are currently exercisable.

<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME AND ADDRESS OWNED PERCENTAGE OWNERSHIP
- ---------------- ---------------- --------------------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
Stephen E. Smith(1)...................................................... 1,460,000 5.9%
1860 Michael Faraday Drive, Suite 200,
Reston, VA 20190
Michael D. Read(2)....................................................... 100,000 *
1860 Michael Faraday Drive, Suite 200
Reston, VA 20190
Marian G. O'Leary(3)..................................................... 50,000 *
1860 Michael Faraday Drive, Suite 200
Reston, VA 20190
Joseph M. Songer......................................................... -- --
1860 Michael Faraday Drive, Suite 200
Reston, VA 20190
Phillip Gross............................................................ -- --
1860 Michael Faraday Drive, Suite 200
Reston, VA 20190
M. Cristina Dolan........................................................ 100,000 *
1860 Michael Faraday Drive, Suite 200
Reston, VA 20190
Allon H. Lefever......................................................... 167,396 *
212 Spottswood Lane
Lancaster, PA 17601
Thomas R. Eisenmann...................................................... -- --
Harvard Business School
Baker West 188
Soldiers Field
Boston, MA 02163
Donald R. Kaufmann....................................................... -- --
4139 Oregon Pike
Ephrata, PA 17522
Ella Fontanals de Cisneros(4)............................................ 1,010,000 4.1%
Calle Caribay
Qta. Los Cisnes
Caracas, Venezuela
All directors and executive officers as a group (10 persons)............. 2,837,396 11.4%
5% STOCKHOLDERS
Jonathan J. Ledecky(5)................................................... 2,200,000 8.8%
1400 34th Street, N.W.
Washington, D.C. 20007
</TABLE>

- ------------------
* An asterisk indicates ownership of less than 1%.
(1) The number of shares owned by Mr. Smith includes 100,000 shares issuable
upon exercise of options that are currently exercisable.
(2) The number of shares owned by Mr. Read represents 100,000 shares issuable
upon exercise of options that are currently exercisable.
(3) The number of shares owned by Ms. O'Leary represents 50,000 shares issuable
upon exercise of options that are currently exercisable.
(4) Mrs. Cisneros' shares are held by SWIFT Company (B.V.I.) Limited, which is
wholly owned by Mrs. Cisneros and, therefore, beneficial ownership of the
shares of our common stock owned by SWIFT is attributed to her.
(5) As reported in a Schedule 13G filed with the Commission by Mr. Ledecky on
April 9, 1999.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par
value $0.001 per share. As of January 28, 2000, there were 24,934,906 shares of
our common stock outstanding, held by 491 holders of record. We do not have any
outstanding shares of preferred stock.

The following is a description of our capital stock.

COMMON STOCK

We are authorized to issue 100,000,000 shares of common stock. Each
stockholder of record is entitled to one vote for each outstanding share of our
common stock owned by that stockholder on every matter properly submitted to the
stockholders for their vote. After satisfaction of the dividend rights of
holders of preferred stock, holders of common stock are entitled to any dividend
declared by the board of directors out of funds legally available for this
purpose, and, after the payment of liquidation preferences to holders of
preferred stock, holders of common stock are entitled to receive, on a pro rata
basis, all our remaining assets available for distribution to the stockholders
in the event of our liquidation, dissolution or winding up. Holders of common
stock do not have any preemptive right to become subscribers or purchasers of
additional shares of any class of our capital stock. The outstanding shares of
common stock are, and the shares of common stock offered in this offering will
be, when issued and paid for, fully paid and nonassessable. The rights,
preferences and privileges of holders of common stock may be adversely affected
by the rights of the holders of shares of any series of preferred stock that we
may designate and issue in the future.

PREFERRED STOCK

Our certificate of incorporation allows us to issue without stockholder
approval preferred stock having rights senior to those of the common stock. Our
board of directors is authorized, without further stockholder approval, to issue
up to 10,000,000 shares of preferred stock in one or more series and to fix the
rights, preferences, privileges and restrictions of any series of preferred
stock, including dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences, and to fix the number of shares
constituting any series and the designations of these series.

Our issuance of preferred stock may have the effect of delaying or
preventing a change in control. Our issuance of preferred stock could decrease
the amount of earnings and assets available for distribution to the holders of
common stock or could adversely affect the rights and powers, including voting
rights, of the holders of common stock. The issuance of preferred stock could
also have the effect of decreasing the market price of the common stock. We
currently have no plans to issue any shares of preferred stock.

LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS

As permitted by the Delaware General Corporation Law, our certificate of
incorporation provides that our directors shall not be personally liable to us
or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability:

o for any breach of the director's duty of loyalty to us or our
stockholders;

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

o under Section 174 of the Delaware General Corporation Law, relating to
unlawful dividends or unlawful stock purchases or redemptions, or

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

As a result of this provision, we and our stockholders may be unable to
obtain monetary damages from a director for breach of his or her duty of care.

Our certificate of incorporation and bylaws provide for the indemnification
of our directors and officers to the fullest extent authorized by the Delaware
General Corporation Law, except that we will indemnify a

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<PAGE>
director or officer in connection with an action initiated by that person only
if the action was authorized by our board of directors. The indemnification
provided under our certificate of incorporation and the bylaws includes the
right to be paid expenses in advance of any proceeding for which indemnification
may be had, provided that the payment of these expenses incurred by a director
or officer in advance of the final disposition of a proceeding may be made only
upon delivery to us of an undertaking by or on behalf of the director or officer
to repay all amounts paid in advance if it is ultimately determined that the
director or officer is not entitled to be indemnified. Under our bylaws, if we
do not pay a claim for indemnification within 60 days after we have received a
written claim, the director or officer may bring an action to recover the unpaid
amount of the claim and, if successful, the director or officer also will be
entitled to be paid the expense of prosecuting the action to recover these
unpaid amounts.

Under our bylaws, we have the power to purchase and maintain insurance on
behalf of any person who is or was one of our directors, officers, employees or
agents, or is or was serving at our request as a director, officer, employee,
partner or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against the person or incurred by the person in any of these
capacities, or arising out of the person's fulfilling one of these capacities,
and related expenses, whether or not we would have the power to indemnify the
person against the claim under the provisions of the Delaware General
Corporation Law. We have purchased director and officer liability insurance on
behalf of our directors and officers.

ANTI-TAKEOVER PROVISIONS

Our certificate of incorporation and bylaws contain provisions that are
intended to enhance the likelihood of continuity and stability in the
composition of our board of directors and in the policies formulated by our
board of directors. In addition provisions of Delaware law may hinder or delay
an attempted takeover of OneMain.com other than through negotiation with our
board of directors. These provisions could have the effect of discouraging
attempts to acquire us or remove incumbent management even if some or a majority
of our stockholders believe this action to be in their best interest, including
attempts that might result in the stockholders' receiving a premium over the
market price for the shares of common stock held by stockholders.

Classified board of directors; removal; vacancies. Our board of directors
is divided into three classes of directors serving staggered three-year terms.
The classification of directors has the effect of making it more difficult for
stockholders to change the composition of the board of directors in a relatively
short period of time. Our certificate of incorporation provides that directors
may be removed only for cause. In addition, vacancies and newly created
directorships resulting from any increase in the size of the board of directors
may be filled only by the affirmative vote of a majority of the directors then
in office, even if they do not constitute a quorum, or by a sole remaining
director. These provisions would prevent stockholders from removing incumbent
directors without cause and filling the resulting vacancies with their own
nominees.

Advance notice provisions for stockholder proposals and stockholder
nominations of directors. Our bylaws establish an advance notice procedure with
regard to the nomination, other than by the board of directors, of candidates
for election to the board of directors and with regard to matters to be brought
before an annual meeting of our stockholders by a stockholder. For nominations
and other business to be brought properly before an annual meeting by a
stockholder, the stockholder must deliver notice to us not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year's annual
meeting. Separate provisions based on public notice by us specify how this
advance notice requirement operates if the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from the
anniversary date. The stockholder's notice must set forth specified information
regarding the stockholder and its holdings, as well as background information
regarding any director nominee, together with that person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected, and a brief description of any business desired to be brought before
the meeting, the reasons for conducting the business at the meeting and any
material interest of the stockholder in the business proposed. In the case of a
special meeting of stockholders called for the purpose of electing directors,
nominations by a stockholder may be made only by delivery to us, no later than
10 days following the day on which public announcement of the special meeting is
made, a notice that complies with the above requirements. Although our bylaws do

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<PAGE>
not give our board of directors any power to approve or disapprove stockholder
nominations for the election of directors or any other business desired by
stockholders to be conducted at an annual meeting, the bylaws:

o may have the effect of precluding a nomination for the election of
directors or precluding the conduct of business at a particular annual
meeting if the proper procedures are not followed; or

o may discourage or deter a third party from conducting a solicitation of
proxies to elect its own slate of directors or otherwise attempting to
obtain control of OneMain.com even if the conduct of this solicitation or
the attempt to obtain control might be beneficial to OneMain.com and our
stockholders.

Special stockholders' meetings. Under our certificate of incorporation and
bylaws, special meetings of stockholders, unless otherwise prescribed by
statute, may be called only:

o by the board of directors or by our Chairman or President; or

o by the holders of at least a majority of the securities of OneMain.com
outstanding and entitled to vote generally in the election of directors.

Limitations on stockholder action by written consent. Our certificate of
incorporation also provides that any action required or permitted to be taken at
a stockholders' meeting may be taken without a meeting, without prior notice and
without a vote, if the action is taken by persons who would be entitled to vote
at a meeting and who hold shares having voting power equal to not less than the
minimum number of votes of each class or series that would be necessary to
authorize or take the action at a meeting at which all shares of each class or
series entitled to vote were present and voted.

Section 203 of Delaware General Corporation Law. In addition to the
foregoing provisions of our certificate of incorporation and bylaws, we are
subject to the provisions of Section 203 of the Delaware General Corporation
Law. Section 203 prohibits publicly held Delaware corporations 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 business combination is approved in a prescribed manner.
A 'business combination' includes 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 affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock. These provisions could have the effect of delaying,
deferring or preventing a change in control of OneMain.com or reducing the price
that investors might be willing to pay in the future for shares of our common
stock.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.

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<PAGE>
RESTRICTIONS ON RESALE

Affiliates of entities that we acquire who do not become affiliates of our
company may not resell common stock registered under the registration statement
to which this prospectus relates unless the resale is made:

o pursuant to an effective registration statement under the Securities Act
covering the shares; or

o in compliance with Rule 145 under the Securities Act or another
applicable exemption from the registration requirements of the Securities
Act.

Generally, Rule 145 permits these affiliates to sell their shares
immediately following the acquisition in compliance with specified volume
limitations and manner of sale requirements under Rule 144 under the Securities
Act. In general, these limitations and requirements permit a stockholder to
sell, within any three-month period, a number of these restricted shares that
does not exceed the greater of:

o one percent of the then outstanding shares of common stock; or

o the average weekly trading volume in the common stock on the Nasdaq Stock
Market during the four calendar weeks preceding the sale.

In addition, persons who become our affiliates must comply with the
restrictions and requirements of Rule 144, other than the one-year holding
period requirement, to sell shares of common stock which are not restricted
securities.

PLAN OF DISTRIBUTION

We will offer and issue our common stock from time to time in connection
with our acquisition of other businesses, assets or securities. We expect that
the terms of the acquisitions involving the issuance of securities covered by
this prospectus will be determined by direct negotiations with owners or
controlling persons of the businesses, assets or securities that we will
acquire. We will not pay underwriting discounts or commissions, although we may
pay a finder's fee from time to time with respect to specific mergers or
acquisitions. Any person receiving these fees may be deemed to be an underwriter
within the meaning of the Securities Act.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the financial
statements of OneMain.com, Inc. as of December 31, 1998 and for the period from
its inception on August 19, 1998 to December 31, 1998, as set forth in their
report. OneMain.com, Inc.'s financial statements in this prospectus and
elsewhere in the registration statement are included in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of D&E SuperNet, Inc. as of December 31, 1997 and 1998, and for each
of the three years in the period ended December 31, 1998, as set forth in their
report, which contains an explanatory paragraph describing conditions that raise
substantial doubt about the ability of D&E SuperNet, Inc. to continue as a going
concern as described in Note 2 to the financial statements. D&E SuperNet, Inc's
financial statements in this prospectus and elsewhere in the registration
statement are included in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of SunLink, Inc. as of December 31, 1997 and 1998, and for each of
the three years in the period ended December 31, 1998, as set forth in their
report, which contains an explanatory paragraph describing conditions that raise
substantial doubt about the ability of SunLink, Inc. to continue as a going
concern as described in Note 2 to the financial statements. SunLink, Inc.'s
financial statements in this prospectus and elsewhere in the registration
statement are included in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

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<PAGE>
Ernst & Young LLP, independent auditors, have audited the financial
statements of LebaNet, Inc. as of December 31, 1997 and 1998 and for the period
from its inception on March 1, 1996 to December 31, 1996 and for the two years
in the period ended December 31, 1998, as set forth in their report. LebaNet,
Inc.'s financial statements in this prospectus and elsewhere in the registration
statement are included in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

The financial statements of SouthWind Internet Access, Inc. as of December
31, 1997 and for each of the two years in the period ended December 31, 1997,
appearing in this prospectus and registration statement have been audited by
Grant Thornton LLP, independent auditors, as set forth in their report on these
financial statements appearing in this prospectus, and are included in reliance
upon this report given upon the authority of Grant Thornton as experts in
auditing and accounting.

Ernst & Young LLP, independent auditors, have audited the financial
statements of SouthWind Internet Access, Inc. as of December 31, 1998 and for
the year then ended, as set forth in their report. SouthWind Internet Access,
Inc.'s financial statements in this prospectus and elsewhere in the registration
statement are included in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Horizon Internet Technologies, Inc. as of December 31, 1997 and
1998 and for each of the three years in the period ended December 31, 1998, as
set forth in their report. Horizon Internet Technologies, Inc.'s financial
statements in this prospectus and elsewhere in the registration statement are
included in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

Coulter & Justus, P.C., independent auditors, have audited the financial
statements of United States Internet, Inc. as of December 31, 1997 for each of
the two years in the period ended December 31, 1997, as set forth in their
report. United States Internet, Inc.'s financial statements in this prospectus
and elsewhere in the registration statement are included in reliance on Coulter
& Justus, P.C.'s report, given on their authority as experts in accounting and
auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of United States Internet, Inc. as of December 31, 1998, and for the
year then ended, as set forth in their report, which contains an explanatory
paragraph describing conditions that raise substantial doubt about the ability
of United States Internet, Inc. to continue as a going concern as described in
Note 2 to the financial statements. United States Internet, Inc.'s financial
statements in this prospectus and elsewhere in the registration statement are
included in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Internet Partners of America, LC as of December 31, 1997 and 1998
and for each of the three years in the period ended December 31, 1998, as set
forth in their report. Internet Partners of America, LC's financial statements
in this prospectus and elsewhere in the registration statement are included in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of ZoomNet, Inc. as of December 31, 1997 and 1998 and for each of the
three years in the period ended December 31, 1998, as set forth in their report.
ZoomNet, Inc.'s financial statements in this prospectus and elsewhere in the
registration statement are included in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Palm.Net, Inc. as of December 31, 1997 and 1998, and for the
period from its inception on January 3, 1996 to December 31, 1996 and for each
of the two years in the period ended December 31, 1998, as set forth in their
report. Palm.Net, Inc.'s financial statements in this prospectus and elsewhere
in the registration statement are included in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.

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<PAGE>
Ernst & Young LLP, independent auditors, have audited the financial
statements of Internet Access Group, Inc. as of December 31, 1997 and 1998, and
for each of the three years in the period ended December 31, 1998, as set forth
in their report, which contains an explanatory paragraph describing conditions
that raise substantial doubt about the ability of Internet Access Group, Inc. to
continue as a going concern as described in Note 2 to the financial statements.
Internet Access Group, Inc.'s financial statements in this prospectus and
elsewhere in the registration statement are included in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Midwest Internet, L.L.C. as of December 31, 1997 and 1998 and for
each of the three years in the period ended December 31, 1998, as set forth in
their report. Midwest Internet, L.L.C.'s financial statements in this prospectus
and elsewhere in the registration statement are included in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

Kevin J. Tochtrop, independent auditor, has audited the financial
statements of Internet Solutions, LLC as of December 31, 1997 for each of the
two years in the period ended December 31, 1997, as set forth in his report.
Internet Solutions, LLC's financial statements in this prospectus and elsewhere
in the registration statement are included in reliance on Kevin J. Tochtrop's
report, given on his authority as expert in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Internet Solutions, LLC as of December 31, 1998 and for the year
then ended, as set forth in their report. Internet Solutions, LLC's financial
statements in this prospectus and elsewhere in the registration statement are
included in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of FGInet, Inc. as of December 31, 1997 and 1998 and for each of the
three years in the period ended December 31, 1998, as set forth in their report.
FGInet, Inc.'s financial statements in this prospectus and elsewhere in the
registration statement are included in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of SuperHighway, Inc. d/b/a Indynet as of December 31, 1997 and 1998
and for each of the three years in the period ended December 31, 1998, as set
forth in their report. SuperHighway, Inc. d/b/a Indynet's financial statements
in this prospectus and elsewhere in the registration statement are included in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of LightSpeed Net, Inc. as of December 31, 1997 and 1998, and for
each of the three years in the period ended December 31, 1998, as set forth in
their report, which contains an explanatory paragraph describing conditions that
raise substantial doubt about the ability of LightSpeed Net, Inc. to continue as
a going concern as described in Note 2 to the financial statements. LightSpeed
Net, Inc.'s financial statements in this prospectus and elsewhere in the
registration statement are included in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of JPS.Net Corporation as of December 31, 1997 and 1998, and for the
period from its inception on January 31, 1997 to December 31, 1997 and for the
year ended December 31, 1998, as set forth in their report, which contains an
explanatory paragraph describing conditions that raise substantial doubt about
the ability of JPS.Net Corporation to continue as a going concern as described
in Note 2 to the financial statements. JPS.Net Corporation's financial
statements in this prospectus and elsewhere in the registration statement are
included in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.

The financial statements of TGF Technologies, Inc. as of December 31, 1997
and 1998, and for each of the three years in the period ended December 31, 1998,
appearing in this prospectus and registration statement have been audited by
KPMG LLP, independent auditors, as set forth in their report on these financial
statement appearing in this prospectus, and are included in reliance upon this
report given upon the authority of KPMG as experts in auditing and accounting.

54
<PAGE>
Ernst & Young LLP, independent auditors, have audited the financial
statements of The Grid, Inc. as of December 31, 1998, and for the year then
ended, as set forth in their report, which contains an explanatory paragraph
describing conditions that raise substantial doubt about the ability of The
Grid, Inc. to continue as a going concern as described in Note 2 to the
financial statements. The Grid, Inc.'s financial statements in this prospectus
and elsewhere in the registration statement are included in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of The Internet Ramp (a division of Rapid Data, Inc.) as of December
31, 1998 and March 31, 1999, and for the year ended December 31, 1998 and for
the three months ended March 31, 1999, as set forth in their report. The
Internet Ramp's financial statements in this prospectus and elsewhere in the
registration statement are included in reliance on Ernst & Young LLP's report,
given on their authority as experts in accounting and auditing.

Parente Randolph PC, independent auditors, have audited the financial
statements of Uplink, Inc. as of December 31, 1998, and for the year then ended,
as set forth in their report. Uplink, Inc.'s financial statements in this
prospectus and elsewhere in the registration statement are included in reliance
on Parente Randolph's report, given on their authority as experts in accounting
and auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Cape Internet as of December 31, 1998 and June 30, 1999, and for
the year ended December 31, 1998 and for the six months ended June 30, 1999, as
set forth in their report. Cape Internet's financial statements in this
prospectus and elsewhere in the registration statement are included in reliance
on Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

Diefenbach Delio Kearney & DeDionisio, independent auditors, have audited
the financial statements of PennCom Internet Company, LLC as of December 31,
1998 and June 30, 1999, and for the year ended December 31, 1998 and for the six
months ended June 30, 1999, as set forth in their report. PennCom Internet
Company, LLC's financial statements in this prospectus and elsewhere in the
registration statement are included in reliance on Diefenbach Delio Kearney &
DeDionisio's report, given on their authority as experts in accounting and
auditing.

Ernst & Young LLP, independent auditors, have audited the financial
statements of Rural Connections as of December 31, 1998 and October 31, 1999,
and for the year ended December 31, 1998 and for the ten months ended October
31, 1999, as set forth in their report. Rural Connections' financial statements
in this prospectus and elsewhere in the registration statement are included in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.

VALIDITY OF THE SHARES

The validity of the shares of common stock will be passed upon on our
behalf by Hogan & Hartson L.L.P., Washington, D.C. If the shares of common stock
are distributed in an underwritten offering or through agents, specified legal
matters may be passed upon for any agents or underwriters by counsel for the
agents or underwriters identified in the applicable prospectus supplement.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
SEC under the Securities Act of 1933.

This prospectus does not contain all of the information included in the
registration statement. We have omitted parts of the registration statement in
accordance with the rules and regulations of the SEC. For further information,
we refer you to the registration statement on Form S-4 including its exhibits.
Statements contained in this prospectus about the provisions or contents of any
agreement or other document are not necessarily complete. If the SEC rules and
regulations require that such agreement or document be filed as an exhibit to
the registration statement, please see such agreement or document for a complete
description of these matters. You should not assume that the information in this
prospectus is accurate as of any date other

55
<PAGE>
than the date on the front cover of this prospectus. You should read this
prospectus together with additional information described under the heading
'Where You Can Find More Information.'

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy materials that we have filed
with the SEC, including the registration statement, at the following SEC public
reference rooms:

<TABLE>
<S> <C> <C>
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024 Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
</TABLE>

Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms.

Our SEC filings are also available to the public on the SEC's Web site at
http://www.sec.gov.

We have established a Web site at www.onemain.com. The information on our
Web site is not a part of this prospectus.

<PAGE>
ONEMAIN.COM, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
ONEMAIN.COM, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Combined Financial Statements....................................... F-4
Unaudited Pro Forma Combined Balance Sheet.............................................................. F-5
Unaudited Pro Forma Combined Statement of Operations.................................................... F-6
Unaudited Pro Forma Combined Statement of Cash Flows.................................................... F-8
Notes to Unaudited Pro Forma Combined Financial Statements.............................................. F-10
ONEMAIN.COM, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-35
Balance Sheet........................................................................................... F-36
Statement of Operations................................................................................. F-37
Statement of Stockholders' Equity (Deficit)............................................................. F-38
Statement of Cash Flows................................................................................. F-39
Notes to Financial Statements........................................................................... F-40
D&E SUPERNET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-46
Balance Sheets.......................................................................................... F-47
Statements of Operations................................................................................ F-48
Statements of Stockholders' Equity...................................................................... F-49
Statements of Cash Flows................................................................................ F-50
Notes to Financial Statements........................................................................... F-51
SUNLINK, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-59
Balance Sheets.......................................................................................... F-60
Statements of Operations................................................................................ F-61
Statements of Stockholders' Equity...................................................................... F-62
Statements of Cash Flows................................................................................ F-63
Notes to Financial Statements........................................................................... F-64
LEBANET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-69
Balance Sheets.......................................................................................... F-70
Statements of Operations................................................................................ F-71
Statements of Stockholder's Equity...................................................................... F-72
Statements of Cash Flows................................................................................ F-73
Notes to Financial Statements........................................................................... F-74
SOUTHWIND INTERNET ACCESS, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-77
Report of Grant Thornton LLP, Independent Certified Public Accountants.................................. F-78
Balance Sheets.......................................................................................... F-79
Statements of Operations................................................................................ F-80
Statements of Stockholders' Equity...................................................................... F-81
Statements of Cash Flows................................................................................ F-82
Notes to Financial Statements........................................................................... F-83
HORIZON INTERNET TECHNOLOGIES, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-88
Consolidated Balance Sheets............................................................................. F-89
Consolidated Statements of Operations................................................................... F-90
Consolidated Statements of Stockholders' Deficit........................................................ F-91
Consolidated Statements of Cash Flows................................................................... F-92
Notes to Consolidated Financial Statements.............................................................. F-93
UNITED STATES INTERNET, INC.
Report of Coulter & Justus, P.C., Independent Auditors.................................................. F-98
Report of Ernst & Young LLP, Independent Auditors....................................................... F-99
Balance Sheets.......................................................................................... F-100
Statements of Operations................................................................................ F-101
Statements of Stockholders' Deficit..................................................................... F-102
Statements of Cash Flows................................................................................ F-103
Notes to Financial Statements........................................................................... F-104
</TABLE>

F-1
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
INTERNET PARTNERS OF AMERICA, LC
<S> <C>
Report of Ernst & Young LLP, Independent Auditors....................................................... F-114
Balance Sheets.......................................................................................... F-115
Statements of Operations................................................................................ F-116
Statements of Members' Deficit.......................................................................... F-117
Statements of Cash Flows................................................................................ F-118
Notes to Financial Statements........................................................................... F-119
ZOOMNET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-125
Balance Sheets.......................................................................................... F-126
Statements of Operations................................................................................ F-127
Statements of Stockholders' Equity...................................................................... F-128
Statements of Cash Flows................................................................................ F-129
Notes to Financial Statements........................................................................... F-130
PALM.NET, USA, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-136
Balance Sheets.......................................................................................... F-137
Statements of Operations................................................................................ F-138
Statements of Stockholders' Equity (Deficit)............................................................ F-139
Statements of Cash Flows................................................................................ F-140
Notes to Financial Statements........................................................................... F-141
INTERNET ACCESS GROUP, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-145
Combined Balance Sheets................................................................................. F-146
Combined Statements of Operations....................................................................... F-147
Combined Statements of Stockholders' Deficit............................................................ F-148
Combined Statements of Cash Flows....................................................................... F-149
Notes to Combined Financial Statements.................................................................. F-150
MIDWEST INTERNET, L.L.C.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-155
Balance Sheets.......................................................................................... F-156
Statements of Operations................................................................................ F-157
Statements of Changes in Members' Deficit............................................................... F-158
Statements of Cash Flows................................................................................ F-159
Notes to Financial Statements........................................................................... F-160
INTERNET SOLUTIONS, LLC
Report of Ernst & Young LLP, Independent Auditors....................................................... F-166
Report of Kevin J. Tochtrop, Independent Auditor........................................................ F-167
Balance Sheets.......................................................................................... F-168
Statements of Operations................................................................................ F-169
Statements of Members' Equity........................................................................... F-170
Statements of Cash Flows................................................................................ F-171
Notes to Financial Statements........................................................................... F-172
FGINET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-177
Balance Sheets.......................................................................................... F-178
Statements of Operations................................................................................ F-179
Statements of Stockholders' Equity...................................................................... F-180
Statements of Cash Flows................................................................................ F-181
Notes to Financial Statements........................................................................... F-182
SUPERHIGHWAY, INC. d/b/a Indynet
Report of Ernst & Young LLP, Independent Auditors....................................................... F-190
Balance Sheets.......................................................................................... F-191
Statements of Income.................................................................................... F-192
Statements of Stockholder's Equity...................................................................... F-193
Statements of Cash Flows................................................................................ F-194
Notes to Financial Statements........................................................................... F-195
</TABLE>

F-2
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
LIGHTSPEED NET, INC.
<S> <C>
Report of Ernst & Young LLP, Independent Auditors....................................................... F-199
Balance Sheets.......................................................................................... F-200
Statements of Operations................................................................................ F-201
Statements of Stockholder's Equity...................................................................... F-202
Statements of Cash Flows................................................................................ F-203
Notes to Financial Statements........................................................................... F-204
JPS.NET CORPORATION
Report of Ernst & Young LLP, Independent Auditors....................................................... F-210
Balance Sheets.......................................................................................... F-211
Statements of Operations................................................................................ F-212
Statements of Stockholders' Deficit..................................................................... F-213
Statements of Cash Flows................................................................................ F-214
Notes to Financial Statements........................................................................... F-215
TGF TECHNOLOGIES, INC
Report of KPMG LLP, Independent Auditors................................................................ F-220
Balance Sheets.......................................................................................... F-221
Statements of Operations................................................................................ F-222
Statements of Changes in Stockholders' Equity (Deficit)................................................. F-223
Statements of Cash Flows................................................................................ F-224
Notes to Financial Statements........................................................................... F-225
THE GRID, INC
Report of Ernst & Young LLP, Independent Auditors....................................................... F-230
Balance Sheets.......................................................................................... F-231
Statement of Operations................................................................................. F-232
Statement of Stockholders' Deficit...................................................................... F-233
Statement of Cash Flows................................................................................. F-234
Notes to Financial Statements........................................................................... F-235
THE INTERNET RAMP (A DIVISION OF RAPID DATA, INC.)
Report of Ernst & Young LLP, Independent Auditors....................................................... F-241
Balance Sheets.......................................................................................... F-242
Statements of Operations and Divisional Deficit......................................................... F-243
Statements of Cash Flows................................................................................ F-244
Notes to Financial Statements........................................................................... F-245
UPLINK, INC.
Report of Parente Randolph LLP, Independent Auditors.................................................... F-251
Balance Sheets.......................................................................................... F-252
Statement of Operations................................................................................. F-253
Statement of Stockholders' Equity....................................................................... F-254
Statement of Cash Flows................................................................................. F-255
Notes to Financial Statements........................................................................... F-256
CAPE INTERNET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... F-261
Combined Balance Sheets................................................................................. F-262
Combined Statements of Operations....................................................................... F-263
Combined Statement of Stockholder's Deficit............................................................. F-264
Combined Statements of Cash Flows....................................................................... F-265
Notes to Combined Financial Statements.................................................................. F-266
PENNCOM INTERNET COMPANY
Report of Diefenbach Delio Kearney & DeDionisio, Independent Auditors................................... F-271
Balance Sheets.......................................................................................... F-272
Statements of Operations and Members' Deficit........................................................... F-273
Statements of Cash Flows................................................................................ F-274
Notes to Financial Statements........................................................................... F-275
RURAL CONNECTIONS
Report of Ernst & Young LLP, Independent Auditors....................................................... F-283
Balance Sheets.......................................................................................... F-284
Statements of Operations and Changes in Partners' Deficit............................................... F-285
Statements of Cash Flows................................................................................ F-286
Notes to Financial Statements........................................................................... F-287
</TABLE>

F-3
<PAGE>
ONEMAIN.COM, INC.

INTRODUCTION TO UNAUDITED PRO FORMA

COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements give effect
to the acquisitions by OneMain.com, Inc. (the 'Company' or 'OneMain.com') of the
outstanding capital stock and limited liability interests of D&E SuperNet, Inc.
('SuperNet'), SunLink, Inc. ('SunLink'), LebaNet, Inc. ('LebaNet'), SouthWind
Internet Access, Inc. ('SouthWind'), Horizon Internet Technologies, Inc.
('Horizon'), United States Internet, Inc. ('United States Internet'), Internet
Partners of America, LC ('IPA'), ZoomNet, Inc. ('ZoomNet'), Palm.Net, USA, Inc.
('Palm.Net'), Internet Access Group, Inc. ('IAG'), Midwest Internet, L.L.C.
('Midwest Internet'), Internet Solutions, LLC ('Internet Solutions'), FGInet,
Inc. ('FGI'), Superhighway, Inc. d/b/a Indynet ('Indynet'), Lightspeed Net, Inc.
('Lightspeed'), JPS.Net Corporation ('JPS') and TGF Technologies, Inc. ('TGF').
These acquisitions occurred simultaneously with the closing of the Company's
initial public offering, (collectively, the 'IPO Acquisitions'). The following
unaudited pro forma combined financial statements also give effect to the
acquisitions by the Company subsequent to its IPO of the outstanding capital
stock, limited liability interests and partnership interests of The Grid, Inc.
('The Grid'), The Internet Ramp (a division of Rapid Data, Inc.) ('Internet
Ramp'), Uplink, Inc. ('Uplink'), Cape Internet ('Cape Internet'), PennCom
Internet Company, LLC ('PennCom') and Rural Connections ('Rural Connections'),
as well as the outstanding capital stock or assets of 5 other Internet service
providers (ISPs), (collectively, the 'Post IPO Acquisitions'). The IPO
Acquisitions and the Post IPO Acquisitions were accounted for using the purchase
method of accounting.

The unaudited pro forma combined balance sheet gives effect to the
acquisition of 4 ISPs that were consummated subsequent to September 30, 1999
assuming they had occurred on September 30, 1999. The unaudited pro forma
combined statements of operations and cash flows reflect the operating results
and cash flows of the ISPs for the year ended December 31, 1998 and for the nine
month period ended September 30, 1999, and gives effect to these acquisitions as
if they had occurred on January 1, 1998. The Company and all the acquired ISPs
have fiscal years ending December 31.

The Company has preliminarily analyzed the additional expense that it
expects to incur from increases (decreases) in salaries payable to the owners of
the ISPs pursuant to contractual requirements and has reflected these amounts in
the unaudited pro forma combined statements of operations. The unaudited Pro
Forma Combined Statement of Operations does not reflect potential cost savings.

The pro forma adjustments are based on estimates, available information and
certain assumptions and may be revised as additional information becomes
available, including the actual number of subscribers on the closing dates of
the acquisitions. The pro forma financial data do not purport to represent what
the Company's financial position or results of operations would actually have
been if such transactions in fact had occurred on those dates and are not
necessarily representative of the Company's financial position or results of
operations for any future period. Because the ISPs were not under common control
or management, historical combined results may not be comparable to, or
indicative of, future performance. The pro forma financial statements do not
include adjustments to conform the accounting policies of the individual ISPs as
the impact of conforming is not expected to be material. The unaudited pro forma
combined financial statements should be read in conjunction with the financial
statements and accompanying notes included elsewhere in this prospectus.

F-4
<PAGE>
ONEMAIN.COM, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
PRO FORMA
RURAL OTHER ADJUSTMENTS PRO FORMA
ONEMAIN.COM CONNECTIONS(A) ACQUISITIONS(B) COMBINED (SEE NOTE 2) COMBINED
------------ -------------- --------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents..... $ 47,190,999 $ 71,802 $ 222,500 $ 47,485,301 $(25,980,676)(a) $ 21,504,625
Marketable securities......... 25,230,000 -- 302,782 25,532,782 -- 25,532,782
Accounts receivable, net...... 3,540,220 201,941 371,280 4,113,441 -- 4,113,441
Prepaid expenses and other
current assets.............. 4,242,091 16,796 136,266 4,395,153 -- 4,395,153
------------ ------------ ------------ ------------ ------------ -----------
Total current assets........ 80,203,310 290,539 1,032,828 81,526,677 (25,980,676) 55,546,001
Property and equipment, net... 28,134,865 1,168,433 1,970,372 31,273,670 -- 31,273,670
Goodwill, net................. 180,031,718 -- 87,256 180,118,974 39,990,862(b) 220,109,836
Customer lists, net........... 111,146,863 214,428 460,960 111,822,251 19,324,612(b) 131,146,863
Other assets.................. 977,304 -- 359,738 1,337,042 -- 1,337,042
------------ ------------ ------------ ------------ ------------ ------------
Total assets................ $400,494,060 $ 1,673,400 $ 3,911,154 $406,078,614 $ 33,334,798 $439,413,412
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
LIABILITIES & STOCKHOLDERS
EQUITY (DEFICIT)
Accounts payable and accrued
expenses.................... $ 18,478,610 $ 420,541 $ 1,327,787 $ 20,226,938 $ 937,000(c) $ 21,163,938
Unearned revenue.............. 17,190,611 1,359,437 2,042,994 20,593,042 -- 20,593,042
Current portion of long-term
debt........................ -- 160,291 -- 160,291 (160,291)(a) --
Current portion of capital
lease obligations........... 4,074,437 140,002 496,018 4,710,457 -- 4,710,457
Deferred tax liability........ 14,594,958 -- -- 14,594,958 2,666,666(d) 17,261,624
Other current liabilities..... 992,082 -- -- 992,082 -- 992,082
Due to
affiliates/stockholders..... -- 108,282 36,000 144,282 (144,282)(a) --
Notes payable--related
parties..................... -- 275,334 -- 275,334 (275,334)(a) --
------------ ------------ ------------- ------------ ------------ ------------
Total current liabilities... 55,330,698 2,463,887 3,902,799 61,697,384 3,023,759 64,721,143
Long-term debt, net of current
portion..................... -- 603,297 16,379 619,676 (619,676)(a) --
Capital lease obligations, net
of current portion.......... 3,996,307 159,324 145,401 4,301,032 -- 4,301,032
Due to
affiliates/stockholders..... -- -- 856,244 856,244 (856,244)(a) --
Deferred income taxes and
other liabilities........... 22,661,733 -- -- 22,661,733 5,299,341(d) 27,961,074
------------ ------------ ------------- ------------ ------------ ------------
Total liabilities........... 81,988,738 3,226,508 4,920,823 90,136,069 6,847,180 96,983,249
Stockholders' equity (deficit)
Preferred stock............... -- -- -- -- -- --
Common stock.................. 23,450 -- 128,009 151,459 (126,564)(e) 24,895
Additional paid-in capital.... 367,764,957 -- -- 367,764,957 23,923,396(e) 391,688,353
Partners' capital............. -- (1,553,108) (1,137,678) (2,690,786) 2,690,786(e) --
Accumulated deficit........... (49,283,085) -- -- (49,283,085) -- (49,283,085)
------------ ------------- ------------- ------------ ------------ ------------
Total stockholders' equity
(deficit)................. 318,505,322 (1,553,108) (1,009,669) 315,942,545 26,487,618 342,430,163
------------ ------------- ------------- ------------ ------------ ------------
Total liabilities and
stockholders' equity
(deficit)................... $400,494,060 $ 1,673,400 $ 3,911,154 $406,078,614 $ 33,334,798 $439,413,412
------------ ------------- ------------- ------------ ------------ ------------
------------ ------------- ------------- ------------ ------------ ------------
</TABLE>
(A) Reflects the balance sheet of Rural Connections as of October 31, 1999.

(B) Other acquisitions reflect the balance sheets of three additional internet
service providers acquired by Onemain.com, Inc., subsequent to September 30,
1999. The financial statements of these three Internet service providers are
not considered significant individually or in the aggregate and therefore
separate financial statements have not been provided.

See Notes to the Unaudited Pro Forma Combined Financial Statements.

F-5
<PAGE>
ONEMAIN.COM, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
COMBINED PRO FORMA
ACQUISITIONS ADJUSTMENTS PRO FORMA
ONEMAIN.COM (SEE NOTE 3) COMBINED (SEE NOTE 3) COMBINED
----------- ------------ -------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Net revenues:
Access revenues................. $ -- $ 85,723,886 $ 85,723,886 $ -- $ 85,723,886
Other revenues.................. -- 6,763,791 6,763,791 -- 6,763,791
--------- ------------ ------------ ------------- -------------
Total net revenues............ -- 92,487,677 92,487,677 -- 92,487,677
Costs and expenses:
Costs of access
revenues...................... -- 34,109,351 34,109,351 -- 34,109,351
Costs of other
revenues...................... -- 1,741,031 1,741,031 -- 1,741,031
Operations and customer
support....................... -- 16,086,254 16,086,254 -- 16,086,254
Sales and marketing............. -- 11,086,359 11,086,359 -- 11,086,359
General and administrative...... 761,074 27,208,551 27,969,625 (3,051,921)(a) 24,917,704
Amortization.................... -- 1,652,442 1,652,442 129,948,495(b) 131,600,937
Depreciation.................... -- 7,088,579 7,088,579 -- 7,088,579
--------- ------------ ------------ ------------- -------------
Total costs and expenses........ 761,074 98,972,567 99,733,641 126,896,574 226,630,215
--------- ------------ ------------ ------------- -------------
Loss from operations.............. (761,074) (6,484,890) (7,245,964) (126,896,574) (134,142,538)
Other income (expense):
Interest income................. 329 138,116 138,445 -- 138,445
Interest expense................ (3,928) (1,953,646) (1,957,574) 1,322,255(c) (635,319)
Other expense, net.............. -- (591,965) (591,965) -- (591,965)
--------- ------------ ------------ ------------- -------------
Loss before provision (benefit)
for income taxes................ (764,673) (8,892,385) (9,657,058) (125,574,319) (135,231,377)
Provision (benefit) for income
taxes........................... -- 369,867 369,867 (16,594,957)(d) (16,225,090)
--------- ------------ ------------ ------------- -------------
Net loss.......................... $(764,673) $ (9,262,252) $(10,026,925) $(108,979,362) $(119,006,287)
--------- ------------ ------------ ------------- -------------
--------- ------------ ------------ ------------- -------------
Basic and diluted loss per
share........................... $ (0.16)
---------
---------
Shares used in the calculation of
basic and diluted net loss per
share........................... 4,668,396
---------
---------
Pro forma basic and diluted net
loss per share.................. $ (5.10)
-------------
-------------
Shares used in the calculation of
pro forma basic and diluted net
loss per share.................. 23,317,272(e)
-------------
-------------
</TABLE>
See Notes to the Unaudited Pro Forma Combined Financial Statements.

F-6
<PAGE>
ONEMAIN.COM, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
COMBINED PRO FORMA
ACQUISITIONS ADJUSTMENTS PRO FORMA
ONEMAIN.COM (SEE NOTE 4) COMBINED (SEE NOTE 4) COMBINED
------------ ------------ -------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Net revenues:
Access revenues.................... $ 46,948,017 $ 49,387,357 $ 96,335,374 $ -- $ 96,335,374
Other revenues..................... 3,066,906 3,341,908 6,408,814 -- 6,408,814
------------ ------------ ------------ ------------ -------------
Total revenues................... 50,014,923 52,729,265 102,744,188 -- 102,744,188
Costs and expenses:
Costs of access
revenues......................... 19,096,564 20,270,453 39,367,017 -- 39,367,017
Costs of other
revenues......................... 997,636 933,298 1,930,934 -- 1,930,934
Operations and customer support.... 6,950,957 7,675,673 14,626,630 -- 14,626,630
Sales and
marketing........................ 7,669,045 6,033,952 13,702,997 -- 13,702,997
General and administrative......... 18,773,010 12,076,232 30,849,242 (1,342,015)(a) 29,507,227
Equity compensation................ 2,469,000 -- 2,469,000 -- 2,469,000
Amortization....................... 47,427,256 928,648 48,355,904 50,164,634(b) 98,520,538
Depreciation....................... 3,855,298 4,086,640 7,941,938 -- 7,941,938
------------ ------------ ------------ ------------ -------------
Total costs and expenses......... 107,238,766 52,004,896 159,243,662 48,822,619 208,066,281
Income (loss) from operations........ (57,223,843) 724,369 (56,499,474) (48,822,619) (105,322,093)
Other income (expense):
Interest income.................... 2,437,916 76,327 2,514,243 -- 2,514,243
Interest expense................... (380,873) (1,096,638) (1,477,511) 740,835(c) (736,676)
Other income (expense), net........ 112,748 136,131 248,879 -- 248,879
------------ ------------ ------------ ------------ -------------
Loss before provision (benefit) for
income taxes....................... (55,054,052) (159,811) (55,213,863) (48,081,784) (103,295,647)
Provision (benefit) for income
taxes.............................. (6,536,706) 209,249 (6,327,457) (5,888,479)(d) (12,215,936)
------------ ------------ ------------ ------------ -------------
Net loss............................. $(48,517,346) $ (369,060) $(48,886,406) $(42,193,305) $ (91,079,711)
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------

Basic and diluted net loss per
share.............................. $ (2.89)
------------
------------
Shares used in the calculation of
basic and diluted net loss per
share.............................. 16,799,075
------------
------------
Pro Forma basic and diluted net loss
per share.......................... $ (3.74)
-------------
-------------
Share used in the calculation of Pro
Forma basic and diluted net loss
per share.......................... 24,373,198(e)
-------------
-------------
</TABLE>

See Notes to the Unaudited Pro Forma Combined Financial Statements.

F-7
<PAGE>
ONEMAIN.COM, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
COMBINED PRO FORMA
ACQUISITIONS ADJUSTMENTS
ONEMAIN.COM (SEE NOTE 5) COMBINED (SEE NOTE 5)
----------- ------------ -------- ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss..................................... $ (764,673) $ (9,262,252) $ (10,026,925) $ (108,979,362)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization............... -- 8,741,020 8,741,020 129,948,495
(Gain) loss on sale or disposal of
equipment................................. -- 472,757 472,757 --
Deferred taxes provision.................... -- (22,276) (22,276) (16,594,957)
Accretion of interest expense............... -- 7,750 7,750 --
Accrued interest............................ -- 21,864 21,864 --
Amortization of debt discount............... -- 64,033 64,033 --
Accounts receivable direct write-off........ -- 322,384 322,384 --
Provision for doubtful accounts............. -- 658,768 658,768 --
Stock appreciation expense (benefit)........ -- 3,340,678 3,340,678 (3,340,678)
Debt conversion expense..................... -- 108,915 108,915 --
Employee stock compensation expense......... -- 60,000 60,000 --
Changes in operating assets and liabilities:
Accounts receivable......................... -- (3,135,183) (3,135,183) --
Inventory................................... -- (125,141) (125,141) --
Prepaid expenses............................ -- (227,491) (227,491) --
Equity in loss of MoCom..................... -- (5,501) (5,501) --
Other assets................................ -- (38,529) (38,529) --
Accounts payable............................ -- 306,570 306,570 --
Lease and other deposits.................... -- (172,180) (172,180) --
Deferred offering costs..................... (6,158,677) -- (6,158,677) --
Accrued expenses............................ 6,549,341 907,293 7,456,634 --
Cash overdraft.............................. -- 59,969 59,969 --
Customer advances........................... -- 110,639 110,639 --
Due to partners............................. -- 67,269 67,269 --
Unearned/deferred revenues.................. -- 7,541,541 7,541,541 --
Income tax payable.......................... -- 209,514 209,514 --
Other liabilities........................... -- (4,643) (4,643) --
------------ ------------- ------------- --------------
Net cash (used in) provided by operating
activities.................................. (374,009) 10,007,768 9,633,759 1,033,498
INVESTING ACTIVITIES:
(Issuance of) payment from note receivable
from stockholder............................ -- (38,519) (38,519) --
Increase in investments and restricted
cash........................................ -- (777,282) (777,282) --
Increase in accounts
receivable--stockholder..................... -- (5,000) (5,000) --
Proceeds from sale on property and
equipment................................... -- (426,248) (426,248) --
Purchases of property and equipment.......... -- (9,176,548) (9,176,548) --
Purchase of customer list.................... -- (357,033) (357,033) --
Net change in deposits on new capital
leases...................................... -- (5,994) (5,994) --
Payments on domain costs..................... -- (25,000) (25,000) --
Acquisition of intangible assets............. -- (1,129,116) (1,129,116) --
Acquisition of business, net of cash......... -- (2,303,705) (2,303,705) --
------------ ------------- ------------- --------------
Net cash used in investing activities........ -- (14,244,445) (14,244,445) --
FINANCING ACTIVITIES:
Principal payments on capital lease.......... -- (2,969,665) (2,969,665) --
Proceeds from issuance of long-term debt..... -- 699,394 699,394 --
Proceeds from issuance of notes payable...... -- 910,673 910,673 --
Principal payment of long-term debt.......... -- (231,101) (231,101) --
Principal payment of notes payable........... -- (72,237) (72,237) --
Cash overdraft............................... -- 6,897 6,897 --
Deferred financing fees...................... -- (12,715) (12,715) --
Distributions of capital..................... -- (40,000) (40,000) --
Distributions to stockholder................. -- (488,057) (488,057) --
Net proceeds (repayments) from borrowings.... -- 6,815,534 6,815,534 --
Proceeds from sale of stock and capital
contributions............................... 45,525 1,759,348 1,804,873 --
Repurchase and cancelation of capital
stock....................................... -- (96,243) (96,243) --
Increase (decrease) in due to/from
stockholders................................ 500,000 192,189 692,189 --
Net advances from (to) related parties....... -- (494,186) (494,186) --
------------ ------------- ------------- --------------
Net cash provided by financing activities.... 545,525 5,979,831 6,525,356 --
------------ ------------- ------------- --------------
Net increase in cash and cash equivalents.... 171,516 1,743,154 1,914,670 1,033,498
Cash and cash equivalents at beginning of
year........................................ -- 2,111,000 2,111,000 --
------------ ------------- ------------- --------------
Cash and cash equivalents at end of year..... $ 171,516 $ 3,854,154 $ 4,025,670 $ 1,033,498
------------ ------------- ------------- --------------
------------ ------------- ------------- --------------
<CAPTION>
PRO FORMA
COMBINED
---------
<S> <C>
OPERATING ACTIVITIES:
Net loss..................................... $ (119,006,287)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization............... 138,689,515
(Gain) loss on sale or disposal of
equipment................................. 472,757
Deferred taxes provision.................... (16,617,233)
Accretion of interest expense............... 7,750
Accrued interest............................ 21,864
Amortization of debt discount............... 64,033
Accounts receivable direct write-off........ 322,384
Provision for doubtful accounts............. 658,768
Stock appreciation expense (benefit)........ --
Debt conversion expense..................... 108,915
Employee stock compensation expense......... 60,000
Changes in operating assets and liabilities:
Accounts receivable......................... (3,135,183)
Inventory................................... (125,141)
Prepaid expenses............................ (227,491)
Equity in loss of MoCom..................... (5,501)
Other assets................................ (38,529)
Accounts payable............................ 306,570
Lease and other deposits.................... (172,180)
Deferred offering costs..................... (6,158,677)
Accrued expenses............................ 7,456,634
Cash overdraft.............................. 59,969
Customer advances........................... 110,639
Due to partners............................. 67,269
Unearned/deferred revenues.................. 7,541,541
Income tax payable.......................... 209,514
Other liabilities........................... (4,643)
--------------
Net cash (used in) provided by operating
activities.................................. 10,667,257
INVESTING ACTIVITIES:
(Issuance of) payment from note receivable
from stockholder............................ (38,519)
Increase in investments and restricted
cash........................................ (777,282)
Increase in accounts
receivable--stockholder..................... (5,000)
Proceeds from sale on property and
equipment................................... (426,248)
Purchases of property and equipment.......... (9,176,548)
Purchase of customer list.................... (357,033)
Net change in deposits on new capital
leases...................................... (5,994)
Payments on domain costs..................... (25,000)
Acquisition of intangible assets............. (1,129,116)
Acquisition of business, net of cash......... (2,303,705)
--------------
Net cash used in investing activities........ (14,244,445)
FINANCING ACTIVITIES:
Principal payments on capital lease.......... (2,969,665)
Proceeds from issuance of long-term debt..... 699,394
Proceeds from issuance of notes payable...... 910,673
Principal payment of long-term debt.......... (231,101)
Principal payment of notes payable........... (72,237)
Cash overdraft............................... 6,897
Deferred financing fees...................... (12,715)
Distributions of capital..................... (40,000)
Distributions to stockholder................. (488,057)
Net proceeds (repayments) from borrowings.... 6,815,534
Proceeds from sale of stock and capital
contributions............................... 1,804,873
Repurchase and cancelation of capital
stock....................................... (96,243)
Increase (decrease) in due to/from
stockholders................................ 692,189
Net advances from (to) related parties....... (494,186)
--------------
Net cash provided by financing activities.... 6,525,356
--------------
Net increase in cash and cash equivalents.... 2,948,168
Cash and cash equivalents at beginning of
year........................................ 2,111,000
--------------
Cash and cash equivalents at end of year..... $ 5,059,168
--------------
--------------
</TABLE>
See Notes to the Unaudited Pro Forma Combined Financial Statements.

F-8
<PAGE>
ONEMAIN.COM, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPEMBER 30, 1999
<TABLE>
<CAPTION>
COMBINED PRO FORMA
ACQUISITIONS ADJUSTMENTS
ONEMAIN.COM (SEE NOTE 6) COMBINED (SEE NOTE 6)
----------- ------------ -------- ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income.................................. $ (48,517,346) $ (369,060) $ (48,887,472) $ (42,193,305)
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization..................... 51,282,554 5,015,288 56,297,842 50,164,634
(Gain) loss on sale or disposal of equipment -- -- -- --
Deferred taxes provision.......................... -- 250,341 250,341 (5,888,479)
Income tax benefit................................ (6,541,925) (41,092) (6,583,017) --
Equity compensation expense....................... 2,594,000 -- 2,594,000 --
Accretion of interest expense..................... -- -- -- --
Accrued interest.................................. -- -- -- --
Amortization of debt discount..................... -- -- -- --
Accounts receivable direct write-off.............. -- (6,929) (6,929) --
Provision for doubtful accounts................... 1,028,569 121,150 1,149,719 --
Stock appreciation expense (benefit).............. -- -- -- --
Stock and stock option compensation expense....... -- -- -- --
Debt conversion expense........................... -- -- -- --
Employee stock compensation expense............... -- -- -- --
Changes in operating assets and liabilities:
Accounts receivable............................... (918,097) (724,733) (1,642,830) --
Inventory......................................... 22,486 57,635 80,121 --
Prepaid expenses.................................. (2,406,668) (156,225) (2,562,893) --
Equity in loss of MoCom........................... -- -- -- --
Other assets...................................... (171,786) (344,041) (514,761) --
Accounts payable.................................. -- 1,039,718 1,039,718 --
Lease and other deposits.......................... -- (42,320) (42,320) --
Accrued expenses.................................. 5,800,280 1,113,336 6,913,616 --
Cash overdraft.................................... -- 6,568 6,568 --
Due to partners................................... -- (191,314) (191,314) --
Unearned/deferred revenues........................ 852,337 3,935,437 4,787,774 --
Income tax payable................................ -- (37,502) (37,502) --
Other liabilities................................. 657,599 (72,174) 585,425 --
Other operating.................................... -- -- -- --
-------------- ------------ ------------- -------------
Net cash provided by operating activities.......... 3,682,003 9,554,083 13,236,086 2,082,850
INVESTING ACTIVITIES:
(Issuance of) payment from note.................... -- -- -- --
Increase in investments and restricted cash........ -- (461,898) (461,898) --
Increase in investment in marketable securities.... (25,230,000) -- (25,230,000) --
Decrease/(Increase) in accounts
receivable--stockholder........................... -- -- -- --
Proceeds from disposal/sale on property and
equipment......................................... 92,437 -- 92,437 --
Purchases of property and equipment................ (5,720,253) (5,771,414) (11,491,667) --
Acquisition of business, net of cash............... (108,733,541) (175,929) (108,909,470) --
Other investing.................................... -- -- -- --
-------------- ------------ ------------- -------------
Net cash used in investing activities.............. (139,591,357) (6,409,241) (146,000,598) --
FINANCING ACTIVITIES:
Principal payments on capital lease................ -- -- -- --
Deferred financing fees............................ -- (30,058) (30,058) --
Distributions of capital........................... -- (184,800) (184,800) --
Distributions to stockholder....................... -- (486,728) (486,728) --
Net proceeds (repayments) from borrowings.......... -- (5,234,414) (5,234,414) --
Repayments of long-term debt assumed through
acquisitions...................................... (7,536,927) (8,301,484) (15,838,411) --
Proceeds from exercise of common stock options..... 1,941,005 -- 1,941,005 --
Proceeds from stock subscriptions receivable....... 16,500 -- 16,500 --
Proceeds from sale of stock and capital
contributions..................................... 190,622,021 12,558,243 203,180,264 --
Increase (decrease) in due to/from stockholders.... (500,000) (6,659,832) (7,159,832) --
Net advances from (to) related parties............. -- 6,638,761 6,638,761 --
Net changes in other debt.......................... -- -- -- --
Payments on capital lease obligations.............. (1,613,762) (301,497) (1,915,259) --
Other Financing.................................... -- (5,574) (5,574) --
Partner distributions.............................. -- 1,305 1,305 --
-------------- ------------ ------------- -------------
Net cash provided by (used in) financing
activities........................................ 182,928,837 (2,006,078) 180,922,759 --
Net increase in cash and cash equivalents.......... 47,019,483 1,138,764 48,158,247 2,082,850
-------------- ------------ ------------- -------------
Cash and cash equivalents at beginning of year..... 171,516 3,503,176 3,674,692 --
-------------- ------------ ------------- -------------
Cash and cash equivalents at end of year........... $ 47,190,999 $ 4,641,940 $ 51,832,939 $ 2,082,850
-------------- ------------ ------------- -------------
-------------- ------------ ------------- -------------

PRO FORMA
COMBINED
---------
<S> <C>
OPERATING ACTIVITIES:
Net (loss) income.................................. $ (91,080,777)
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Depreciation and amortization..................... 106,462,476
(Gain) loss on sale or disposal of equipment --
Deferred taxes provision.......................... (5,638,138)
Income tax benefit................................ (6,583,017)
Equity compensation expense....................... 2,594,000
Accretion of interest expense..................... --
Accrued interest.................................. --
Amortization of debt discount..................... --
Accounts receivable direct write-off.............. (6,929)
Provision for doubtful accounts................... 1,149,719
Stock appreciation expense (benefit).............. --
Stock and stock option compensation expense....... --
Debt conversion expense........................... --
Employee stock compensation expense............... --
Changes in operating assets and liabilities:
Accounts receivable............................... (1,642,830)
Inventory......................................... 80,121
Prepaid expenses.................................. (2,562,893)
Equity in loss of MoCom........................... --
Other assets...................................... (514,761)
Accounts payable.................................. 1,039,718
Lease and other deposits.......................... (42,320)
Accrued expenses.................................. 6,913,616
Cash overdraft.................................... 6,568
Due to partners................................... (191,314)
Unearned/deferred revenues........................ 4,787,774
Income tax payable................................ (37,502)
Other liabilities................................. 585,425
Other operating.................................... --
--------------
Net cash provided by operating activities.......... 15,318,936
INVESTING ACTIVITIES:
(Issuance of) payment from note.................... --
Increase in investments and restricted cash........ (461,898)
Increase in investment in marketable securities.... (25,230,000)
Decrease/(Increase) in accounts
receivable--stockholder........................... --
Proceeds from disposal/sale on property and
equipment......................................... 92,437
Purchases of property and equipment................ (11,491,667)
Acquisition of business, net of cash............... (108,909,470)
Other investing.................................... --
--------------
Net cash used in investing activities.............. (146,000,598)
FINANCING ACTIVITIES:
Principal payments on capital lease................ --
Deferred financing fees............................ (30,058)
Distributions of capital........................... (184,800)
Distributions to stockholder....................... (486,728)
Net proceeds (repayments) from borrowings.......... (5,234,414)
Repayments of long-term debt assumed through
acquisitions...................................... (15,838,411)
Proceeds from exercise of common stock options..... 1,941,005
Proceeds from stock subscriptions receivable....... 16,500
Proceeds from sale of stock and capital
contributions..................................... 203,180,264
Increase (decrease) in due to/from stockholders.... (7,159,832)
Net advances from (to) related parties............. 6,638,761
Net changes in other debt.......................... --
Payments on capital lease obligations.............. (1,915,259)
Other Financing.................................... (5,574)
Partner distributions.............................. 1,305
--------------
Net cash provided by (used in) financing
activities........................................ 180,922,759
Net increase in cash and cash equivalents.......... 50,241,097
--------------
Cash and cash equivalents at beginning of year..... 3,674,692
--------------
Cash and cash equivalents at end of year........... $ 53,915,789
--------------
--------------
</TABLE>
See Notes to the Unaudited Pro Forma Combined Financial Statements.

F-9
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

NOTE 1--GENERAL

OneMain.com, Inc. was founded in August 1998 as a national consolidator and
integrator of Internet service providers located outside of large metropolitan
areas.

The historical financial statements reflect the financial position, results
of operations and cash flows of the Company and the ISPs and were derived from
the Company's and the ISPs' financial statements as indicated. The unaudited pro
forma combined financial statements include the results of operations and cash
flows of the ISPs for the year ended December 31, 1998 and as of and for the
nine month period ended September 30, 1999, with the exception of Rural
Connections which is as of and for the ten months ended October 31, 1999.

NOTE 2--ACQUISITIONS SUBSEQUENT TO SEPTEMBER 30, 1999

The Company acquired all of the outstanding equity interests in 4 ISPs
subsequent to September 30, 1999 and the acquisitions were accounted for using
the purchase method of accounting.

The following table sets forth the consideration paid (the 'Purchase
Consideration') (a) in cash and (b) in shares of common stock to the owners of
the 4 ISPs acquired subsequent to September 30, 1999, and the allocation of the
consideration to the fair values of the net assets acquired and resulting
goodwill. The total Purchase Consideration does not reflect contingent
consideration related to earn-out arrangements included in the definitive
agreements for the ISPs. These arrangements provide for the Company to pay
additional consideration, contingent upon certain operational and earnings
margin requirements. The amount of the additional consideration will be payable
in either cash or the Company's common stock at the option of the Company. Any
contingent payments will be treated as additional purchase price when paid and
are anticipated to be allocated to goodwill.

The purchase price has been allocated to the acquired company's historical
assets and liabilities based on their respective carrying values, as these
carrying values are deemed to represent fair market values of these assets and
liabilities. Additionally, adjustments have been made pursuant to the Definitive
Purchase Agreements for debt and other liabilities not assumed, or to be repaid
upon consummation of the acquisitions, transaction costs and brokers
commissions, and the establishment of deferred income tax liabilities related to
the transaction for purposes of determining the excess of the purchase price
over the fair value of the net assets acquired. The allocation of the purchase
price is considered preliminary and is based on estimates, available information
and certain assumptions and may be revised as additional information becomes
available, including the actual number of subscribers on the date of
acquisition. The Company does not anticipate that the final allocation of
purchase price will differ significantly from that presented herein. Contingent
consideration payments, if any, will be accounted for as additional purchase
price.

The following table reflects the consideration paid in cash and shares of
common stock, the allocation of the consideration to net assets acquired and
resulting intangible assets and goodwill as of September 30, 1999, except for
Rural Connections which was as of October 31, 1999. For purposes of computing
the purchase price for accounting purposes, the value of shares was determined
based on the average closing price for the ten business days prior to the two
business days prior to and including the closing date.

<TABLE>
<CAPTION>
SHARES OF VALUE OF TOTAL NET ASSETS INTANGIBLE
CASH COMMON STOCK SHARES CONSIDERATION ACQUIRED(A) ASSETS GOODWILL
---- ------------ -------- ------------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Rural Connections.......... $ 5,419,888 317,138 $ 5,419,888 $10,839,776 $ (4,156,536) $ 5,000,000 $ 9,996,312
Other Acquisitions......... 18,504,961 1,129,093 18,504,953 37,009,914 (8,071,892) 15,000,000 30,081,806
----------- ------------ ----------- ------------- ------------ ----------- -----------
Total.................... $23,924,849 1,446,231 $23,924,841 $47,849,690 $(12,228,428) $20,000,000 $40,078,118
----------- ------------ ----------- ------------- ------------ ----------- -----------
----------- ------------ ----------- ------------- ------------ ----------- -----------
</TABLE>

(A) The net assets acquired from the 4 ISPs reflect adjustments to the amounts
reported in the September 30, 1999 financial statements (or in the case of
Rural Connections, October 31, 1999) to account for debt to be repaid by the
Company upon consummation of the acquisitions and the deferred tax
liabilities which

F-10
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 2--ACQUISITIONS SUBSEQUENT TO SEPTEMBER 30, 1999--(CONTINUED)

were recorded upon the consummation of the acquisitions. The adjustments to
the individual ISP's are summarized as follows:
<TABLE>
<CAPTION>
REPAID
LONG TEM DEBT/ DEFERRED TAX
NET ASSETS PER CASH INTANGIBLE NOTES PAYABLE LIABILITY
ACQUISITION TO REPAY ASSETS TO BE TRANSACTION TO RECORDED AT
DATE DEBT ELIMINATED COSTS AFFILIATES ACQUISITION
-------------- ----------- ------------ ----------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Rural Connections... $ (1,553,108) $(1,147,204) $ (214,428) $(389,000) $ 1,147,204 $(2,000,000)
Other
Acquisitions...... (1,009,669) (908,623) (548,216) (548,000) 908,623 (5,966,007)
------------- ----------- ----------- ---------- ----------- ------------
Total............. $ (2,562,777) $(2,055,827) $ (762,644) $(937,000) $ 2,055,827 $(7,966,007)
------------- ----------- ----------- ---------- ----------- ------------
------------- ----------- ----------- ---------- ----------- ------------

NET ASSETS
ACQUIRED
----------
<S> <C>
Rural Connections... $ (4,156,536)
Other
Acquisitions...... (8,071,892)
------------
Total............. $(12,228,428)
------------
------------
</TABLE>

The following explanations relate to Pro Forma adjustments on the Unaudited
Pro Forma Combined Balance Sheet as of September 30, 1999.

(a) Records the (i) cash portion of the consideration paid to the owners of
the 4 ISPs, (ii) repayment of long-term debt and (iii) repayment of
notes to affiliates/stockholders as summarized below:

<TABLE>
<S> <C> <C> <C>
Paid to 4 ISPs.................... $ 23,924,849
Repayment of long-term debt....... 779,967 -- Comprised of current portion of
$160,291 and long-term portion of
$619,676.

Repayment of notes to
affiliates/stockholders......... 1,275,860 -- Comprised of current portion of
$144,282, long-term portion of
$856,244, and partner advances of
$275,334.
-------------
Total cash payments............... $ 25,980,676
-------------
-------------
</TABLE>

(b) Records the excess of the purchase price over the fair value of the
net assets acquired of $60,078,118 and was allocated to goodwill
($40,078,118) and customer lists ($20,000,000) offset by the
elimination of $87,256 and $675,388 of goodwill and customer lists,
respectively, related to past acquisitions by the 4 ISPs. The customer
lists were valued at $250 per subscriber acquired, which represents
the estimated fair value of such subscribers based upon recent
transactions in the ISP industry.

(c) Records the accrued expenses related to the acquisition costs of the 4
ISPs that occurred subsequent to September 30, 1999.

(d) Records the deferred tax liability associated with the portion of
purchase price allocated to the identified intangibles.

(e) Records the (i) issuance of 1,446,231 shares of common stock ($.001
par value per share) to pay the stock portion of the consideration to
the owners of the 4 ISPs and (ii) elimination of the historical
stockholders equity (deficit) of the 4 ISPs.

F-11
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 DETAIL OF ACQUISITIONS
<TABLE>
<CAPTION>
SUPERNET SUNLINK LEBANET SOUTHWIND HORIZON
-------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Net revenues:
Access revenues...................... $ 3,623,740 $ 1,411,164 $ 217,679 $ 2,032,310 $ 1,099,777
Other revenues....................... 323,064 -- 80,430 138,094 61,410
------------ ----------- --------- ----------- -----------
Total net revenues................. 3,946,804 1,411,164 298,109 2,170,404 1,161,187
Cost and expenses:
Costs of access revenues............. 1,296,020 566,102 78,417 637,071 370,567
Costs of other revenue............... 169,774 -- 31,250 71,523 50,017
Operations and customer support...... 541,786 374,213 18,596 437,890 48,916
Sales and marketing.................. 612,753 102,507 448 83,200 166,582
General and administrative........... 604,457 303,948 30,254 450,652 395,745
Non-Cash compensation charge......... -- -- -- -- --
Amortization......................... 73,744 -- -- -- 4,345
Depreciation......................... 191,720 125,565 22,743 160,271 66,611
------------ ----------- --------- ----------- -----------
Total cost and expenses............ 3,490,254 1,472,335 181,708 1,840,607 1,102,783
Income (loss) from operations.......... 456,550 (61,171) 116,401 329,797 58,404
Other income (expense):
Interest income...................... -- -- -- 623 --
Interest expense..................... (99,046) (20,363) -- (10,523) (32,634)
Other income (expense), net.......... (52,070) -- -- 5,556 7,458
------------ ----------- --------- ----------- -----------
Income before provision (benefit) for
income taxes......................... 305,434 (81,534) 116,401 325,453 33,228
Provision (benefit) for income taxes... 54,985 -- -- -- --
------------ ----------- --------- ----------- -----------
Net income (loss)...................... $ 250,449 $ (81,534) $ 116,401 $ 325,453 $ 33,228
------------ ----------- --------- ----------- -----------
------------ ----------- --------- ----------- -----------

<CAPTION>
UNITED
STATES
INTERNET
--------
<S> <C>
Net revenues:
Access revenues...................... $ 6,011,020
Other revenues....................... 503,632
------------
Total net revenues................. 6,514,652
Cost and expenses:
Costs of access revenues............. 3,051,699
Costs of other revenue............... 123,110
Operations and customer support...... 1,174,588
Sales and marketing.................. 951,393
General and administrative........... 4,798,140
Non-Cash compensation charge......... --
Amortization......................... 477,952
Depreciation......................... 587,551
------------
Total cost and expenses............ 11,164,433
Income (loss) from operations.......... (4,649,781)
Other income (expense):
Interest income...................... 28,797
Interest expense..................... (311,946)
Other income (expense), net.......... (141,674)
------------
Income before provision (benefit) for
income taxes......................... (5,074,604)
Provision (benefit) for income taxes... --
------------
Net income (loss)...................... $ (5,074,604)
------------
------------
</TABLE>

(B) Other acquisitions reflect (1) the pro forma results of operations of second
tier asset and stock acquisition entities by some of the original 17
Internet service providers as if the acquisition consumated during the year
ended December 31, 1998 had been consumated as of January 1, 1998 (see the
notes to the financial statements of the individual ISPs included elsewhere
herein for a more detailed analysis of these acquisitions) and (2) the pro
forma results of operations of 5 Internet service providers acquired by
OneMain.com during 1999 as if the acquisitions had been consumated on
January 1, 1998. These 5 Internet service providers are not considered
significant individually or in the aggregate and therefore separate
financial statements have not been provided.

F-12
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 DETAIL OF ACQUISITIONS--(CONTINUED)
<TABLE>
<CAPTION>
MIDWEST INTERNET
IPA ZOOMNET PALM.NET IAG INTERNET SOLUTIONS FGI INDYNET
--- ------- -------- --- -------- --------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 4,274,630 $ 1,853,373 $ 583,930 $ 1,402,635 $ 3,925,868 $ 996,590 $ 1,330,059 $ 2,904,989
150,947 114,307 41,992 131,742 165,198 5,945 163,731 108,394
- ----------- ------------ --------- ----------- ----------- ----------- ----------- -----------
4,425,577 1,967,680 625,922 1,534,377 4,091,066 1,002,535 1,493,790 3,013,383
1,859,301 752,059 148,787 558,046 1,364,873 371,893 495,776 900,834
41,506 20,428 13,750 99,365 -- -- 128,387 46,127
583,987 175,424 63,358 214,746 423,200 174,202 164,848 514,745
349,409 259,851 63,171 161,627 490,132 38,957 247,877 550,339
1,471,226 339,459 182,249 498,836 987,954 204,092 376,110 642,302
-- -- -- -- -- -- -- --
127,405 11,799 -- -- -- 27,675 90,267 795
511,924 206,776 35,300 60,668 324,711 72,419 94,834 208,290
- ----------- ------------ --------- ----------- ----------- ----------- ----------- -----------
4,944,758 1,765,796 506,615 1,593,288 3,590,870 889,238 1,598,099 2,863,432
(519,181) 201,884 119,307 (58,911) 500,196 113,297 (104,309) 149,951
-- -- 300 1,207 -- 369 1,443 --
(250,054) (40,895) (7,880) (34,450) (106,066) (21,075) (10,827) (13,861)
-- (748) (40,385) -- 9,288 -- (650) (13,652)
- ----------- ------------ --------- ----------- ----------- ----------- ----------- -----------
(769,235) 160,241 71,342 (92,154) 403,418 92,591 (114,343) 122,438
-- 63,153 -- -- -- -- (9,603) --
- ----------- ------------ --------- ----------- ----------- ----------- ----------- -----------
$ (769,235) $ 97,088 $ 71,342 $ (92,154) $ 403,418 $ 92,591 $ (104,740) $ 122,438
- ----------- ------------ --------- ----------- ----------- ----------- ----------- -----------
- ----------- ------------ --------- ----------- ----------- ----------- ----------- -----------

IPA LIGHTSPEED
--- ----------
<S> <C>
$ 4,274,630 $ 4,463,663
150,947 189,328
- ----------- -----------
4,425,577 4,652,991
1,859,301 1,864,723
41,506 109,903
583,987 731,833
349,409 561,253
1,471,226 1,238,536
-- --
127,405 8,977
511,924 657,149
- ----------- -----------
4,944,758 5,172,374
(519,181 (519,383)
-- 1,972
(250,054 --
-- --
- ----------- -----------
(769,235 (517,411)
-- --
- ----------- -----------
$ (769,235 $ (517,411)
- ----------- -----------
- ----------- -----------
</TABLE>

F-13
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 DETAIL OF ACQUISITIONS--(CONTINUED)

<TABLE>
<CAPTION>
INTERNET
JPS TGF THE GRID RAMP
--- --- -------- --------
<S> <C> <C> <C> <C>
Net revenues:
Access revenues............................ $6,711,797 $4,864,132 $ 5,379,471 $3,345,521
Other revenues............................. 2,289,781 90,440 459,599 4,424
---------- ---------- ----------- ----------
Total net revenues...................... 9,001,578 4,954,572 5,839,070 3,349,945
Cost and expenses:
Costs of access revenues................... 3,723,345 1,747,470 1,873,924 1,125,678
Costs of other revenue..................... 105,447 10,045 56,636 6,085
Operations and customer support............ 1,723,719 701,342 808,047 882,907
Sales and marketing........................ 1,483,192 649,803 1,179,531 288,073
General and administrative................. 2,595,107 1,403,596 2,336,910 571,464
Non-Cash compensation charge............... -- -- -- --
Amortization............................... 132,467 -- -- 332
Depreciation............................... 90,921 568,597 528,507 256,945
---------- ---------- ----------- ----------
Total cost and expenses................. 9,854,198 5,080,853 6,783,555 3,131,484
Income (loss) from operations................ (852,620) (126,281) (944,485) 218,461
Other income (expense):
Interest income............................ 50,700 730 23,552 --
Interest expense........................... (22,327) (61,694) (144,397) (49,065)
Other income (expense), net................ (87,613) (4,521) (225,767) --
---------- ---------- ----------- ----------
Income before provision (benefit) for income
taxes...................................... (911,860) (191,766) (1,291,097) 169,396
Provision (benefit) for income taxes......... -- -- -- 200,468
---------- ---------- ----------- ----------
Net income (loss)............................ $ (911,860) $ (191,766) $(1,291,097) $ (31,072)
---------- ---------- ----------- ----------
---------- ---------- ----------- ----------
</TABLE>

F-14
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 DETAIL OF ACQUISITIONS--(CONTINUED)

<TABLE>
<CAPTION>
CAPE PENNCOM RURAL OTHER COMBINED
UPLINK INTERNET INTERNET CONNECTIONS ACQUISITIONS--B ACQUISITIONS
------ -------- -------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C>
$2,275,380 $3,197,812 $3,006,155 $ 2,985,059 $ 17,827,132 $85,723,886
2,200 232,781 283,423 167,533 1,055,396 6,763,791
- ---------- ---------- ---------- ----------- ------------- -----------
2,277,580 3,430,593 3,289,578 3,152,592 18,882,528 92,487,677
949,464 611,621 1,320,345 1,267,378 7,173,958 34,109,351
45,628 182,446 55,030 59,909 314,665 1,741,031
522,730 673,658 336,851 574,950 4,219,718 16,086,254
213,643 515,477 303,169 503,450 1,310,522 11,086,359
288,146 1,346,618 1,152,728 793,689 4,196,333 27,208,551
-- -- -- -- -- --
278 -- 284 246,771 449,351 1,652,442
381,797 100,760 383,804 48,461 1,402,255 7,088,579
- ---------- ---------- ---------- ----------- ------------- -----------
2,401,686 3,430,580 3,552,211 3,494,608 19,066,802 98,972,567
(124,106) 13 (262,633) (342,016) (184,274) (6,484,890)
-- 20 -- 1,832 26,571 138,116
(68,030) (2,499) (72,265) (89,932) (483,817) (1,953,646)
5,763 -- 1,485 (41,856) (12,579) (591,965)
- ---------- ---------- ---------- ----------- ------------- -----------
(186,373) (2,466) (333,413) (471,972) (654,099) (8,892,385)
-- 31,421 -- -- 29,443 369,867
- ---------- ---------- ---------- ----------- ------------- -----------
$ (186,373) $ (33,887) $ (333,413) $ (471,972) $ (683,542) $(9,262,252)
- ---------- ---------- ---------- ----------- ------------- -----------
- ---------- ---------- ---------- ----------- ------------- -----------
</TABLE>

F-15
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 DETAIL OF ACQUISITIONS--(CONTINUED)

The following explanations relate to Pro Forma adjustments on Unaudited Pro
Forma adjustments on the Unaudited Pro Forma Combined Statement of Operations
for the year ended December 31, 1998.

(a) Reflects the increase in salaries to the owners and other employees of
the ISPs of $558,587 as scheduled from the employment agreements that
each of the individuals entered into with the Company, offset by the
reduction of expenses of $3,610,508 for a non-recurring charge
(discussed below).

The pro forma adjustment for compensation is shown solely as a
result of changed circumstances that exist following the consummation
of the acquisitions. The information is considered necessary for the
reader to realistically assess the impact of the acquisitions. The
changes in compensation by entity are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
COMPANY 1998
------- ------------
<S> <C>
SuperNet........................................................................ $495,000
SunLink......................................................................... 47,519
LebaNet......................................................................... 56,800
SouthWind....................................................................... 142,074
Horizon......................................................................... 135,245
United States Internet.......................................................... 526,468
IPA............................................................................. (164,036)
ZoomNet......................................................................... 130,000
Palm.Net........................................................................ 71,000
IAG............................................................................. 51,507
Midwest Internet................................................................ 165,717
Internet Solutions.............................................................. 22,192
FGI............................................................................. 194,331
Indynet......................................................................... 207,355
Lightspeed...................................................................... 70,000
JPS............................................................................. 70,000
TGF............................................................................. 155,687
The Grid........................................................................ (210,000)
Internet Ramp................................................................... (150,000)
Uplink.......................................................................... 72,000
Cape Internet................................................................... (600,000)
PennCom......................................................................... (854,000)
Rural Connections............................................................... --
Other Acquisitions.............................................................. (76,272)
--------
Total........................................................................... $558,587
--------
--------
</TABLE>

F-16
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 3--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998 DETAIL OF ACQUISITIONS--(CONTINUED)

The terms of employment agreements with the Company provide for
performance-based bonuses. The bonus amounts were included in the
compensation differential calculated above to the extent the bonus
amounts were stated in the employment agreements because it is
anticipated that such amounts will be earned. The $3,610,508
non-recurring charge primarily consists of compensation expense
related to United States Internet's stock appreciation rights which
terminated under the terms of the agreement upon the change of
control. The adjustment is equal to the charge recorded by United
States Internet during 1998. The related liability is not part of the
purchase price paid by OneMain.com because the liability was retained
by the former shareholders of United States Internet. Such information
is considered necessary to realistically assess the impact of the
transaction.

(b) Reflects the amortization of goodwill and customer lists to be
recorded as a result of all the acquisitions over a 3-year estimated
life for goodwill and customer lists.

(c) Reflects the reduction in non-recurring interest expense resulting
from the repayment of outstanding debt or debt not assumed by the
Company.

(d) Reflects the incremental provision for federal and state income taxes
assuming all entities were subject to federal and state income tax and
relating, to the other statements of operations' adjustments and for
income taxes on S Corporation income, assuming a corporate income tax
rate of 40% and the non-deductibility of goodwill. The pro forma
combined benefit for income taxes differs from the expected federal
benefit based upon statutory rates principally because of the
amortization of goodwill and the state tax benefit recorded.

(e) Pro Forma shares used in the calculation of Pro Forma basic and
diluted net loss per share include the historical weighted average
shares of the Company and shares of common stock used as consideration
to purchase the IPO Acquisitions and the Post IPO Acquisitions as if
all the acquisitions occurred January 1, 1998. Stock options
outstanding have been excluded from the calculation because their
effect is anti-dilutive.

F-17
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
DETAIL OF ACQUISITIONS

<TABLE>
<CAPTION>
FOR THE PERIOD JANUARY 1 THROUGH MARCH 31, 1999
---------------------------------------------------------------
SUPERNET SUNLINK LEBANET SOUTHWIND HORIZON
-------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Net revenues:
Access revenues............................ $1,603,531 $562,609 $62,900 $642,910 $ 376,961
Other revenues............................. 101,731 13,860 14,503 36,747 15,310
---------- -------- ------- -------- ---------
Total net revenues....................... 1,705,262 576,469 77,403 679,657 392,271
Costs and expenses:
Costs of access revenues................... 549,772 202,093 19,625 261,097 240,644
Costs of other revenues.................... 132,638 -- 580 21,715 1,522
Operations and customer support............ 273,871 74,855 4,803 157,600 58,278
Sales and marketing........................ 204,951 43,762 -- 38,213 43,351
General and administrative................. 333,577 109,973 8,433 145,182 114,642
Amortization............................... 67,613 -- -- 252 11,068
Depreciation............................... 130,200 41,760 4,405 48,621 29,612
---------- -------- ------- -------- ---------
Total costs and expenses................. 1,692,622 472,443 37,846 672,680 499,117
Income (loss) from operations................ 12,640 104,026 39,557 6,977 (106,846)
Other income (expense)
Interest income............................ -- -- -- 85 --
Interest expense........................... (44,657) (7,803) -- (1,120) (10,448)
Other income (expense), net................ -- -- -- 5,475 9,929
---------- -------- ------- -------- ---------
Income (loss) before provision (benefit) for
income taxes............................... (32,017) 96,223 39,557 11,417 (107,365)
Provision (benefit) for income taxes......... 541 -- -- -- --
---------- -------- ------- -------- ---------
Net Income (loss)............................ $ (32,558) $ 96,223 $39,557 $ 11,417 $(107,365)
---------- -------- ------- -------- ---------
---------- -------- ------- -------- ---------
</TABLE>

(C) Other acquisitions reflect the pro forma results of operations from January
1, 1999 through the acquisition dates of 5 Internet service providers
acquired by OneMain.com during 1999 as if these acquisitions had been
consumated on January 1, 1999. These 5 Internet service providers are not
considered significant individually or in the aggregate and therefore
separate financial statements have not been provided.

F-18
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
DETAIL OF ACQUISITIONS--(CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD JANUARY 1 THROUGH MARCH 31, 1999
- ----------------------------------------------------------------------------------------------------------
UNITED
STATES MIDWEST INTERNET
INTERNET IPA ZOOMNET PALM.NET IAG INTERNET SOLUTIONS FGI
-------- --- ------- -------- --- -------- --------- ---
<S> <C> <C> <C> <C> <C> <C> <C>
$2,641,794 $1,589,712 $764,893 $206,529 $328,315 $1,514,562 $ 409,922 $527,773
190,142 53,030 39,689 9,647 56,012 81,666 3,065 70,259
- ---------- ---------- -------- -------- -------- ---------- --------- --------
2,831,936 1,642,742 804,582 216,176 384,327 1,596,228 412,987 598,032
1,481,114 625,400 302,562 53,780 151,649 565,535 154,923 184,112
59,232 13,785 10,237 455 13,838 -- -- 47,750
488,279 172,931 55,619 25,479 46,347 126,494 36,200 64,042
358,427 104,410 63,386 19,626 39,909 180,080 42,313 108,461
69,581 406,360 131,546 56,145 143,616 308,840 78,718 151,685
407,273 113,717 11,799 117 -- -- 14,121 38,000
136,744 155,081 74,773 8,810 16,216 120,000 64,304 41,000
- ---------- ---------- -------- -------- -------- ---------- --------- --------
3,000,650 1,591,684 649,922 164,412 411,575 1,300,949 390,579 635,050
(168,714) 51,058 154,660 51,764 (27,248) 295,279 22,408 (37,018)
3,256 -- -- -- 243 -- 316 239
(283,805) (73,221) (17,016) -- (22,100) (23,016) (10,174) (1,147)
-- -- (506) -- (662) -- -- --
- ---------- ---------- -------- -------- -------- ---------- --------- --------
(449,263) (22,163) 137,138 51,764 (49,767) 272,263 12,550 (37,926)
-- -- 49,210 -- (41,092) -- -- 19,575
- ---------- ---------- -------- -------- -------- ---------- --------- --------
$ (449,263) $ (22,163) $ 87,928 $ 51,764 $ (8,675) $ 272,263 $ 12,550 $(57,501)
- ---------- ---------- -------- -------- -------- ---------- --------- --------
- ---------- ---------- -------- -------- -------- ---------- --------- --------
</TABLE>

F-19
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
DETAIL OF ACQUISITIONS--(CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD
1/1/99
FOR THE PERIOD JANUARY 1 THROUGH MARCH 31, 1999 THROUGH 5/5/99
-------------------------------------------------- --------------
THE
INDYNET LIGHTSPEED JPS TGF GRID
------- ---------- --- --- ----
<S> <C> <C> <C> <C> <C>
Net revenues:
Access revenues............................ $776,562 $1,172,335 $3,206,677 $1,579,550 $2,437,641
Other revenues............................. 89,602 93,348 643,629 22,184 255,807
-------- ---------- ---------- ---------- ----------
Total net revenues....................... 866,164 1,265,683 3,850,306 1,601,734 2,693,448
Costs and expenses:
Costs of access revenues................... 253,460 516,315 1,636,737 518,114 858,739
Costs of other revenues.................... 12,310 25,566 32,912 921 60,834
Operations and customer support............ 69,493 146,430 690,072 292,654 408,004
Sales and marketing........................ 128,951 183,406 619,143 191,500 501,344
General and administrative................. 193,272 265,206 816,335 392,785 847,392
Amortization............................... 1,350 2,244 49,655 -- --
Depreciation............................... 55,071 185,922 41,571 147,888 375,590
-------- ---------- ---------- ---------- ----------
Total costs and expenses................. 713,907 1,325,089 3,886,425 1,543,862 3,051,903
Income (loss) from operations................ 152,257 (59,406) (36,119) 57,872 (358,455)
Other income (expense)
Interest income............................ -- 298 45,086 105 7,458
Interest expense........................... (2,749) -- (21,756) (22,397) (93,804)
Other income (expense), net................ (167) -- (584) (1,608) 110,415
-------- ---------- ---------- ---------- ---------
Income (loss) before provision (benefit) for
income taxes............................... 149,341 (59,108) (13,373) 33,972 (334,386)
Provision (benefit) for income taxes......... -- -- -- 1,353 23,220
-------- ---------- ---------- ---------- ----------
Net Income (loss)............................ $149,341 $ (59,108) $ (13,373) $ 32,619 $ (357,606)
-------- ---------- ---------- ---------- ----------
-------- ---------- ---------- ---------- ----------
</TABLE>

F-20
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
DETAIL OF ACQUISITIONS--(CONTINUED)
<TABLE>
<CAPTION>

FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
1/1/99 1/1/99 1/1/99 1/1/99 1/1/99
THROUGH 6/30/99 THROUGH 8/31/99 THROUGH 9/30/99 THROUGH 9/30/99 THROUGH 10/31/99
- --------------- --------------- --------------- --------------- ----------------
INTERNET CAPE PENNCOM RURAL OTHER
RAMP UPLINK INTERNET INTERNET CONNECTIONS TOTAL ACQUISITIONS(C)
-------- ------ -------- -------- ----------- ----- ---------------
<S> <C> <C> <C> <C> <C> <C>
$ 2,411,428 $ 2,157,785 $ 2,992,962 $ 3,950,925 $4,263,380 $36,181,656 $13,205,701
1,529 24,244 278,568 250,220 177,903 2,522,695 819,213
----------- ----------- ----------- ----------- ---------- ----------- -----------
2,412,957 2,182,029 3,271,530 4,201,145 4,441,283 38,704,351 14,024,914
891,380 886,216 535,505 1,745,252 2,108,936 14,742,960 5,527,493
3,375 47,661 160,241 49,759 46,393 741,724 191,574
550,713 299,439 598,060 386,852 948,609 5,975,124 1,700,549
261,443 249,863 625,976 369,339 545,518 4,923,372 1,110,580
293,599 440,026 1,181,636 958,553 833,405 8,280,507 3,795,725
166 1,112 -- -- 91,424 809,911 118,737
204,609 272,635 88,649 532,181 296,717 3,072,359 1,014,281
----------- ----------- ----------- ----------- ---------- ----------- -----------
2,205,285 2,196,952 3,190,067 4,041,936 4,871,002 38,545,957 13,458,939
207,672 (14,923) 81,463 159,209 (429,719) 158,394 565,975
200 -- 140 335 2,470 60,231 16,096
(25,820) (27,364) (482) (58,475) (114,106) (861,460) (235,178)
-- 18,364 (3,631) 11,657 -- 148,682 (12,551)
----------- ----------- ----------- ----------- ---------- ----------- -----------
182,052 (23,923) 77,490 112,726 (541,355) (494,153) 334,342
156,442 -- -- -- -- 209,249 --
----------- ----------- ----------- ----------- ---------- ----------- -----------
$ 25,610 $ (23,923) $ 77,490 $ 112,726 $ (541,355) $ (703,402) $ 334,342
----------- ----------- ----------- ----------- ---------- ----------- -----------
----------- ----------- ----------- ----------- ---------- ----------- -----------

<CAPTION>
FOR THE PERIOD
1/1/99
THROUGH 6/30/99
- ---------------
INTERNET COMBINED
RAMP ACQUISITIONS
-------- ------------
<S> <C>
$ 2,411,428 $ 49,387,357
1,529 3,341,908
----------- ------------
2,412,957 52,729,265
891,380 20,270,453
3,375 933,298
550,713 7,675,673
261,443 6,033,952
293,599 12,076,232
166 928,648
204,609 4,086,640
----------- ------------
2,205,285 52,004,896
207,672 724,369
200 76,327
(25,820) (1,096,638)
-- 136,131
----------- ------------
182,052 (159,811)
156,442 209,249
----------- ------------
$ 25,610 $ (369,060)
----------- ------------
----------- ------------
</TABLE>

F-21
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
DETAIL OF ACQUISITIONS--(CONTINUED)

The following explanations relate to the Pro Forma adjustments on the
Unaudited Pro Forma Combined Statement of Operations for the nine months ended
September 30, 1999.

(a) Reflects the decrease in salaries to the owners and other employees of
the ISPs of $(762,851) as scheduled from the employment agreements
that each of the individuals entered into with the Company and a
reduction of expenses of $579,164 for a non-recurring charge
(discussed below).

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
COMPANY 1999
------- -------------
<S> <C>
SuperNet....................................................................... $ 61,827
SunLink........................................................................ 7,500
LebaNet........................................................................ 14,200
SouthWind...................................................................... 31,134
Horizon........................................................................ 18,745
United States Internet......................................................... (9,423)
IPA............................................................................ (67,594)
ZoomNet........................................................................ 30,490
Palm.Net....................................................................... 9,615
IAG............................................................................ 10,792
Midwest Internet............................................................... 38,428
Internet Solutions............................................................. 9,000
FGI............................................................................ 29,628
Indynet........................................................................ 43,514
Lightspeed..................................................................... 17,500
JPS............................................................................ 8,750
TGF............................................................................ 29,579
The Grid....................................................................... (70,000)
Internet Ramp.................................................................. 27,000
Uplink......................................................................... 34,667
Cape Internet.................................................................. (603,000)
PennCom........................................................................ (378,000)
Rural Connections.............................................................. --
Other Acquisitions............................................................. (57,203)
----------
Total.......................................................................... $(762,851)
----------
----------
</TABLE>

F-22
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4--UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
DETAIL OF ACQUISITIONS--(CONTINUED)

The $579,164 non-recurring charge is compensation expense related
to United States Internet's stock appreciation rights which terminated
under the terms of the agreement upon the change of control. The
adjustment is equal to the charge recorded by United States Internet
during 1999. The related liability is not part of the purchase price
paid by OneMain.com because the liability was retained by the former
shareholders of United States Internet. Such information is considered
necessary to realistically assess the impact of the transaction.

(b) Reflects the amortization of goodwill and customer lists to be
recorded as a result of all the acquisitions over a 3-year estimated
life for goodwill and customer lists.

(c) Reflects the reduction in non-recurring interest expense resulting
from the repayment of outstanding debt or debt not assumed by the
Company.

(d) Reflects the incremental provision for federal and state income taxes
assuming all entities were subject to federal and state income tax and
relating, to the other statements of operations' adjustments and for
income taxes on S Corporation income, assuming a corporate income tax
rate of 40% and the non-deductibility of goodwill. The pro forma
OneMain.com, Inc. adjusted benefit for income taxes differs from the
expected federal benefit based upon statutory rates principally
because of the amortization of goodwill and the state tax benefit
recorded.

(e) Pro Forma shares used in the calculation of Pro Forma basic and
diluted net loss per share include the historical weighted average
shares of the Company and common stock used as consideration to
purchase the IPO Acquisitions and the Post IPO Acquisitions as if all
the acquisitions occurred January 1, 1999. Stock options outstanding
have been excluded from the calculation because their effect is
anti-dilutive.

F-23
<PAGE>

ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 5--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--
YEAR ENDED DECEMBER 31, 1998 DETAIL OF COMPANIES

<TABLE>
<CAPTION>
SUPERNET SUNLINK LEBANET SOUTHWIND HORIZON
-------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)........................................... $ 250,449 $ (81,534) $ 116,401 $ 325,453 $ 33,228
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.............................. 265,464 125,565 22,743 160,271 70,956
(Gain) loss on sale or disposal of equipment............... 52,070 -- -- (3,385) (7,458)
Deferred taxes provision................................... (19,875) -- -- -- --
Accretion of interest expense.............................. -- -- -- -- --
Accrued interest........................................... -- -- -- -- --
Amortization of debt discount.............................. -- -- -- -- --
Accounts receivable direct write-off....................... -- -- -- -- --
Provision for doubtful accounts............................ -- -- 3,337 17,828 25,964
Stock appreciation expense (benefit)....................... -- -- -- -- --
Debt conversion expense.................................... -- -- -- -- --
Employee stock compensation expense........................ -- -- -- -- --
Changes in operating assets and liabilities:
Accounts receivable........................................ 31,307 3,298 1,400 (35,082) (75,596)
Inventory.................................................. (4,426) (7,600) -- -- --
Prepaid expenses........................................... (19,936) -- (6,260) (4,385) --
Equity in loss of MoCom.................................... -- -- -- -- (5,501)
Other assets............................................... 5,632 -- -- (395) (4,373)
Accounts payable........................................... 144,636 (11,763) (13,707) 15,819 (20,035)
Lease and other deposits................................... -- -- -- -- --
Deferred operating costs................................... -- -- -- -- --
Accrued expenses........................................... 82,164 11,180 (877) 11,908 (24,121)
Cash overdraft............................................. -- -- -- -- 37,650
Customer advances.......................................... -- -- -- -- --
Due to partners............................................ -- -- -- -- --
Unearned/deferred revenues................................. (19,165) 102,101 (4,576) 18,461 8,657
Income tax payable......................................... -- -- -- -- --
Other liabilities.......................................... -- -- -- -- --
----------- --------- --------- --------- ---------
Net cash provided by (used in) operating activities......... 768,320 141,247 118,461 506,493 39,371
INVESTING ACTIVITIES:
(Issuance of) payment from note receivable from
stockholder................................................ -- 8,981 -- -- --
Increase in investments and restricted cash................. -- -- -- -- --
Increase in accounts receivable--stockholder................ -- -- -- -- --
Proceeds from sale on property and equipment................ 1,206 -- -- 7,234 10,750
Purchases of property and equipment......................... (586,784) (296,936) (27,582) (204,857) (163,107)
Purchase of customer list................................... -- -- -- -- --
Net change in deposits on new capital leases................ -- -- -- -- --
Payments on domain costs.................................... -- -- -- -- --
Acquisition of intangible assets............................ -- -- -- (2,202) --
Acquisition of business, net of cash........................ (1,971,356) -- -- -- (124,557)
----------- --------- --------- --------- ---------
Net cash used in investing activities....................... (2,556,934) (287,955) (27,582) (199,825) (276,914)
FINANCING ACTIVITIES:
Principal payments on capital lease......................... -- -- -- (260) (23,030)
Proceeds from issuance of long-term debt.................... -- -- -- -- --
Proceeds from issuance of notes payable..................... -- -- -- -- --
Principal payment of long-term debt......................... -- -- -- -- --
Principal payment of notes payable.......................... -- -- -- -- --
Cash overdraft.............................................. -- -- -- -- --
Deferred financing fees..................................... (12,715) -- -- -- --
Distributions of capital.................................... -- -- -- -- --
Distributions to stockholder................................ -- -- (62,730) (258,799) --
Net proceeds (repayments) from borrowings................... 1,980,000 131,586 -- (102,259) 260,573
Proceeds from sale of stock and capital contributions....... 299,995 -- -- -- --
Repurchase and cancellation of capital stock................ -- -- -- -- --
Increase (decrease) in due to/from stockholders............. -- -- -- -- --
Net advances from (to) related parties...................... (384,698) 110,059 (40,812) -- --
----------- --------- --------- --------- ---------
Net cash provided by (used in) financing activities......... 1,882,582 241,645 (103,542) (361,318) 237,543
----------- --------- --------- --------- ---------
Net increase (decrease) in cash and cash equivalents........ 93,968 94,937 (12,663) (54,650) --
Cash and cash equivalents at beginning of year.............. 31,020 5,799 43,833 74,720 --
----------- --------- --------- --------- ---------
Cash and cash equivalents at end of year.................... $ 124,988 $ 100,736 $ 31,170 $ 20,070 $ --
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
</TABLE>

F-24
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 5--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--
YEAR ENDED DECEMBER 31, 1998 DETAIL OF COMPANIES--(CONTINUED)

<TABLE>
<CAPTION>
UNITED
STATES MIDWEST INTERNET
INTERNET IPA ZOOMNET PALM.NET IAG INTERNET SOLUTIONS FGI
-------- --- ------- -------- -- -------- --------- ---
<S> <C> <C> <C> <C> <C> <C> <C>
$(5,074,604) $ (769,235) $ 97,088 $ 71,342 $(92,154) $ 403,418 $ 92,591 $(104,740)
1,065,503 639,329 218,575 35,300 60,668 324,711 100,094 185,101
39,117 -- 748 -- -- (8,868) -- --
-- -- 7,202 -- -- -- -- (9,603)
-- -- -- -- -- -- -- 7,750
-- -- -- -- 21,864 -- -- --
64,033 -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
334,455 63,000 22,100 -- -- -- -- --
3,340,678 -- -- -- -- -- -- --
108,915 -- -- -- -- -- -- --
60,000 -- -- -- -- -- -- --
(609,199) (48,010) (50,587) 2,540 (59,514) (133,706) (5,636) (423)
(40,609) -- -- -- -- -- -- (49,280)
(91,211) -- (2,270) (2,440) -- -- -- (9,987)
-- -- -- -- -- -- -- --
2,828 339 430 -- (8,257) (6,640) 1,399 (3,118)
(94,952) 293,600 53,812 761 138,237 49,322 23,837 60,664
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
151,208 45,162 23,623 -- -- (16,196) 37,058 (2,594)
-- 22,319 -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
102,445 44,107 38,175 22,821 23,258 (14,525) (12,218) 152,898
-- -- 53,950 -- -- -- -- --
(16,500) -- -- -- -- -- 25,631 --
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
(657,893) 290,611 462,846 130,324 84,102 597,516 262,756 226,668
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- (5,000) -- -- --
-- -- 500 -- -- 9,504 -- 2,630
(1,521,202) (932,208) (418,083) (72,367) (38,649) (84,444) (152,916) (216,931)
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
(90,002) (625,530) (235,985) -- -- -- (120,000) (55,397)
(168,988) -- -- -- -- (14,960) -- --
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
(1,780,192) (1,557,738) (653,568) (72,367) (43,649) (89,900) (272,916) (269,698)
(464,275) -- (65,167) -- (34,670) (169,046) (19,103) --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- (40,000) --
-- -- -- -- -- -- -- --
3,056,730 1,274,627 260,577 -- (6,231) (208,404) 84,157 (25,227)
116,927 -- -- -- -- -- -- 60,500
-- -- -- -- -- -- -- --
-- -- -- (57,811) -- -- -- --
(195,185) (7,500) -- -- -- (90,778) -- --
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
2,514,197 1,267,127 195,410 (57,811) (40,901) (468,228) 25,054 35,273
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
76,112 -- 4,688 146 (448) 39,388 14,894 (7,757)
198,159 -- 32,212 15,476 23,802 40,962 15,977 74,698
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
$ 274,271 $ -- $ 36,900 $ 15,622 $ 23,354 $ 80,350 $ 30,871 $ 66,941
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
</TABLE>

F-25
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 5--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--
YEAR ENDED DECEMBER 31, 1998 DETAIL OF COMPANIES--(CONTINUED)

<TABLE>
<CAPTION>
INDYNET LIGHTSPEED JPS TGF
------- ---------- --- ---
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)........................................... $122,438 $ (517,411) $ (911,860) $ (191,766)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.............................. 209,085 666,126 223,388 568,597
(Gain) loss on sale or disposal of equipment............... 3,649 -- 38,271 4,279
Deferred taxes provision................................... -- -- -- --
Accretion of interest expense.............................. -- -- -- --
Accrued interest........................................... -- -- -- --
Amortization of debt discount.............................. -- -- -- --
Accounts receivable direct write-off....................... 195,000 -- -- 127,384
Provision for doubtful accounts............................ 65,000 82,289 31,795 --
Stock appreciation expense (benefit)....................... -- -- -- --
Debt conversion expense.................................... -- -- -- --
Employee stock compensation expense........................ -- -- -- --
Changes in operating assets and liabilities:
Accounts receivable........................................ (149,816) (83,640) (301,351) (320,589)
Inventory.................................................. -- -- (13,500) --
Prepaid expenses........................................... -- (2,145) (219,592) --
Equity in loss of MoCom.................................... -- -- -- --
Other assets............................................... (1,591) (1,946) -- 14,758
Accounts payable........................................... 45,499 56,188 (160,481) (317,850)
Lease and other deposits................................... -- -- (172,180) --
Deferred operating costs................................... -- -- -- --
Accrued expenses........................................... -- (64,321) 392,182 105,599
Cash overdraft............................................. -- -- -- --
Customer advances.......................................... -- 60,034 -- 50,605
Due to partners............................................ -- -- -- --
Unearned/deferred revenues................................. -- 79,078 3,852,757 119,543
Income tax payable......................................... -- -- -- --
Other liabilities.......................................... (13,774) -- -- --
-------- ---------- ---------- ----------
Net cash provided by (used in) operating activities......... 475,490 274,252 2,759,429 160,560
INVESTING ACTIVITIES:
(Issuance of) payment from note receivable from
stockholder................................................ -- -- -- --
Increase in investments and restricted cash................. -- -- (627,282) --
Increase in accounts receivable--stockholder................ -- -- -- --
Proceeds from sale on property and equipment................ 41,596 (700,323) -- 4,892
Purchases of property and equipment......................... (323,303) -- (912,038) (260,317)
Purchase of customer list................................... -- -- -- --
Net change in deposits on new capital leases................ -- -- -- --
Payments on domain costs.................................... -- -- -- --
Acquisition of intangible assets........................... -- -- -- --
Acquisition of business, net of cash........................ (23,844) -- -- --
-------- ---------- ---------- ----------
Net cash used in investing activities....................... (305,551) (700,323) (1,539,320) (255,425)
FINANCING ACTIVITIES:
Principal payments on capital lease......................... -- -- -- (486,589)
Proceeds from issuance of long-term debt.................... -- -- -- --
Proceeds from issuance of notes payable..................... -- -- -- --
Principal payment of long-term debt......................... -- -- -- --
Principal payment of notes payable.......................... -- -- -- --
Cash overdraft.............................................. -- -- -- --
Deferred financing fees..................................... -- -- -- --
Distributions of capital.................................... -- -- -- --
Distributions to stockholder................................ (166,528) -- -- --
Net proceeds (repayments) from borrowings................... 9,405 -- -- --
Proceeds from sale of stock and capital contributions....... -- 430,689 131 530,000
Repurchase and cancellation of capital stock................ -- -- -- --
Increase (decrease) in due to/from stockholders............. -- -- -- 250,000
Net advances from (to) related parties...................... -- -- (108,472) --
-------- ---------- ---------- ----------
Net cash provided by (used in) financing activities......... (157,123) 430,689 (108,341) 293,411
-------- ---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents........ 12,816 4,618 1,111,768 198,546
Cash and cash equivalents at beginning of year.............. 9,623 55,863 767,890 11,331
-------- ---------- ---------- ----------
Cash and cash equivalents at end of year.................... $ 22,439 $ 60,481 $1,879,658 $ 209,877
-------- ---------- ---------- ----------
-------- ---------- ---------- ----------

THE
GRID
----
<S> <C>
OPERATING ACTIVITIES:
Net income (loss)........................................... $(1,291,097)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization.............................. 528,507
(Gain) loss on sale or disposal of equipment............... 381,783
Deferred taxes provision................................... --
Accretion of interest expense.............................. --
Accrued interest........................................... --
Amortization of debt discount.............................. --
Accounts receivable direct write-off....................... --
Provision for doubtful accounts............................
Stock appreciation expense (benefit)....................... --
Debt conversion expense.................................... --
Employee stock compensation expense........................ --
Changes in operating assets and liabilities:
Accounts receivable........................................ (157,194)
Inventory.................................................. --
Prepaid expenses........................................... --
Equity in loss of MoCom.................................... --
Other assets............................................... (23,582)
Accounts payable........................................... 45,504
Lease and other deposits................................... --
Deferred operating costs................................... --
Accrued expenses........................................... 91,714
Cash overdraft............................................. --
Customer advances.......................................... --
Due to partners............................................ --
Unearned/deferred revenues................................. 601,047
Income tax payable......................................... --
Other liabilities.......................................... --
-----------
Net cash provided by (used in) operating activities......... 176,682
INVESTING ACTIVITIES:
(Issuance of) payment from note receivable from
stockholder................................................ (47,500)
Increase in investments and restricted cash................. --
Increase in accounts receivable--stockholder................ --
Proceeds from sale on property and equipment................ 190,000
Purchases of property and equipment......................... (426,195)
Purchase of customer list................................... --
Net change in deposits on new capital leases................ --
Payments on domain costs.................................... --
Acquisition of intangible assets........................... --
Acquisition of business, net of cash........................ --
-----------
Net cash used in investing activities....................... (283,695)
FINANCING ACTIVITIES:
Principal payments on capital lease......................... (605,359)
Proceeds from issuance of long-term debt.................... 815,895
Proceeds from issuance of notes payable..................... --
Principal payment of long-term debt......................... (205,036)
Principal payment of notes payable.......................... --
Cash overdraft.............................................. --
Deferred financing fees..................................... --
Distributions of capital.................................... --
Distributions to stockholder................................ --
Net proceeds (repayments) from borrowings................... --
Proceeds from sale of stock and capital contributions....... 139,243
Repurchase and cancellation of capital stock................ (96,243)
Increase (decrease) in due to/from stockholders............. --
Net advances from (to) related parties...................... --
-----------
Net cash provided by (used in) financing activities......... 48,500
-----------
Net increase (decrease) in cash and cash equivalents........ (58,513)
Cash and cash equivalents at beginning of year.............. 137,543
-----------
Cash and cash equivalents at end of year.................... $ 79,030
-----------
-----------
</TABLE>

F-26
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 5--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--
YEAR ENDED DECEMBER 31, 1998 DETAIL OF COMPANIES--(CONTINUED)

<TABLE>
<CAPTION>
INTERNET CAPE PENNCOM RURAL OTHER COMBINED
RAMP UPLINK INTERNET INTERNET CONNECTIONS ACQUISITIONS(D) ACQUISITIONS
-------- ------ -------- -------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
$ (31,072) $ (186,373) $ (33,887) $ (333,413) $ (471,972) $ (683,542) $ (9,262,252)
257,277 382,075 100,760 384,088 295,232 1,851,605 8,741,020
-- (5,763) 9,079 -- (41,856) 11,091 472,757
-- -- -- -- -- -- (22,276)
-- -- -- -- -- -- 7,750
-- -- -- -- -- -- 21,864
-- -- -- -- -- -- 64,033
-- -- -- -- -- -- 322,384
-- -- -- 13,000 -- -- 658,768
-- -- -- -- -- -- 3,340,678
-- -- -- -- -- -- 108,915
-- -- -- -- -- -- 60,000
(25,239) (957) (86,566) (188,109) (124,483) (718,031) (3,135,183)
-- -- -- -- (9,726) -- (125,141)
61,409 -- -- 791 -- 68,535 (227,491)
-- -- -- -- -- -- (5,501)
-- (8,063) (5,950) -- -- -- (38,529)
(63,969) 100,469 74,334 27,646 3,767 (144,768) 306,570
-- -- -- -- -- -- (172,180)
-- -- -- -- -- -- --
(123,773) 23,738 37,556 25,009 101,074 -- 907,293
-- -- -- -- -- -- 59,969
-- -- -- -- -- -- 110,639
-- -- -- -- 67,269 -- 67,269
496,220 183,560 34,764 491,291 415,132 805,710 7,541,541
125,468 -- 30,096 -- -- -- 209,514
-- -- -- -- -- -- (4,643)
- ---------- ---------- ---------- ---------- ----------- ------------- ------------
696,321 488,686 160,186 420,303 234,437 1,190,600 10,007,768
-- -- -- -- -- -- (38,519)
-- -- -- -- -- (150,000) (777,282)
-- -- -- -- -- -- (5,000)
-- 5,763 -- -- -- -- (426,248)
(268,188) (333,620) (88,276) (841,218) (412,253) (595,074) (9,176,548)
-- -- -- -- (228,553) (128,480) (357,033)
-- (5,994) -- -- -- -- (5,994)
-- (25,000) -- -- -- -- (25,000)
-- -- -- -- -- -- (1,129,116)
-- -- -- -- -- -- (2,303,705)
- ---------- ---------- ---------- ---------- ----------- ------------- ------------
(268,188) (358,851) (88,276) (841,218) (640,806) (873,554) (14,244,445)
(270,461) (318,506) -- (132,012) (34,743) (346,444) (2,969,665)
-- -- (116,501) -- -- -- 699,394
-- -- -- 520,000 390,673 -- 910,673
-- (11,065) -- (15,000) -- -- (231,101)
(6,678) (25,000) -- -- (40,559) -- (72,237)
-- 6,897 -- -- -- -- 6,897
-- -- -- -- -- -- (12,715)
-- -- -- -- -- -- (40,000)
-- -- -- -- -- -- (488,057)
-- -- -- 100,000 -- -- 6,815,534
-- 181,363 500 -- -- -- 1,759,348
-- -- -- -- -- -- (96,243)
-- -- -- -- -- -- 192,189
-- -- -- -- -- 223,200 (494,186)
- ---------- ---------- ---------- ---------- ----------- ------------- ------------
(277,139) (166,311) (116,001) 472,988 315,371 (123,244) 5,979,831
- ---------- ---------- ---------- ---------- ----------- ------------- ------------
150,994 (36,476) (44,091) 52,073 (90,998) 193,802 1,743,154
72,293 36,476 63,781 13,194 139,347 247,001 2,111,000
- ---------- ---------- ---------- ---------- ----------- ------------- ------------
$ 223,287 $ -- $ 19,690 $ 65,267 $ 48,349 $ 440,803 $ 3,854,154
- ---------- ---------- ---------- ---------- ----------- ------------- ------------
- ---------- ---------- ---------- ---------- ----------- ------------- ------------
</TABLE>

F-27
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 5--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--
YEAR ENDED DECEMBER 31, 1998 DETAIL OF COMPANIES--(CONTINUED)

(Footnote reference to previous page)

(D) Other acquisitions reflect (1) pro forma cash flows of second tier asset and
stock acquisition entities by some of the original 17 Internet service
providers as if the acquisition consummated during the year ended December
31, 1998 had been consummated as of January 1, 1998 (see the notes to the
financial statements of the individual ISPs included elsewhere herein for a
more detailed analysis of these acquisitions) and (2) the pro forma cash
flows of 5 Internet service providers acquired by OneMain.com during 1999 as
if the acquisitions had been consummated on January 1, 1998. These 5
Internet service providers are not considered significant individually or in
the aggregate and therefore separate financial statements have not been
provided.

F-28
<PAGE>
[This page intentionally left blank]

F-29
<PAGE>

ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 6--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--NINE MONTHS ENDED
SEPTEMBER 30, 1999 DETAIL OF ACQUISITIONS

<TABLE>
<CAPTION>
FOR THE PERIOD JANUARY 1 THROUGH MARCH 31, 1999
SUPERNET SUNLINK LEBANET SOUTHWIND HORIZON
-------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income........................................... $ (32,558) $ 96,223 $39,557 $ 11,417 $(107,365)
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization.............................. 197,813 41,760 4,405 48,873 40,680
(Gain) loss on sale or disposal of equipment............... -- -- -- -- --
Deferred taxes provision................................... 541 -- -- -- --
Income tax benefit......................................... -- -- -- -- --
Equity compensation expense................................ -- -- -- -- --
Accretion of interest expense.............................. -- -- -- -- --
Accrued interest........................................... -- -- -- -- --
Amortization of debt discount.............................. -- -- -- -- --
Accounts receivable direct write-off....................... -- -- -- -- --
Provision for doubtful accounts............................ 10,000 -- 3,654 (6,638) --
Stock appreciation expense (benefit)....................... -- -- -- -- --
Stock and stock option compensation expense................ -- -- -- -- --
Debt conversion expense.................................... -- -- -- -- --
Employee stock compensation expense........................ -- -- -- -- --
Changes in operating assets and liabilities:
Accounts receivable........................................ 30,826 (23,683) (5,504) 13,276 (2,520)
Inventory.................................................. 3,840 7,600 -- (354) --
Prepaid expenses........................................... 45,615 -- 2,250 8,153 --
Equity in loss of MoCom.................................... -- -- -- -- --
Other assets............................................... (21,869) -- -- (5,892) (52,254)
Accounts payable........................................... 283,271 25,082 352 152,503 106,920
Lease and other deposits................................... -- -- -- -- --
Accrued expenses........................................... (142,338) 33,211 (643) 15,242 625
Cash overdraft............................................. -- -- -- -- --
Due to partners............................................ -- -- -- -- --
Unearned / deferred revenues............................... 32,071 9,901 (926) 7,902 9,593
Income tax payable......................................... (43,125) -- -- -- --
Other liabilities.......................................... 183,454 -- 6,371 -- --
Other operating............................................. -- -- -- -- --
Other non-cash.............................................. -- -- -- -- --
---------- -------- ------- -------- ---------
Net cash provided by (used in) operating activities......... 547,541 190,094 49,516 244,482 (4,321)
INVESTING ACTIVITIES:
(Issuance of) payment from note............................. -- -- -- -- --
Increase in investments and restricted cash................. -- -- -- -- --
Increase in investment in marketable securities............. -- -- -- -- --
Decrease/( Increase) in accounts receivable--stockholder.... -- -- -- -- --
Proceeds from disposal/sale on property and equipment....... -- -- -- -- --
Purchases of property and equipment......................... (433,244) (124,325) -- (112,879) (84,794)
Acquisition of intangible assets............................ (67,613) -- -- -- (17,188)
Other investing............................................. -- -- -- -- --
Acquisition of business, net of cash........................ -- -- -- -- --
---------- -------- ------- -------- ---------
Net cash used in investing activities....................... (500,857) (124,325) -- (112,879) (101,982)
FINANCING ACTIVITIES:
Principal payments on capital lease......................... -- -- -- -- --
Deferred financing fees..................................... -- (20,593) -- -- --
Distributions of capital.................................... -- -- -- -- --
Distributions to stockholder................................ -- -- (83,136) (105,604) --
Net proceeds (repayments) from borrowings................... -- -- -- -- 44,100
Repayments of long-term debt assumed through acquisitions... (1,980,000) (221,586) -- (36,764) (366,202)
Proceeds from exercise of common stock options.............. -- -- -- -- --
Proceeds from stock subscriptions receivable................ -- -- -- -- --
Proceeds from sale of stock and capital contributions....... 2,042,401 99,441 -- -- 394,478
Increase (decrease) in due to / from stockholders........... -- (123,000) -- -- --
Net advances from (to) related parties...................... (200,000) -- -- 59,605 --
Net changes in other debt................................... -- -- -- -- --
Payments on capital lease obligations....................... -- 100,898 -- -- (11,379)
Other Financing............................................. -- -- -- -- --
Partner distributions....................................... -- -- -- -- --
---------- -------- ------- -------- ---------
Net cash (used in) provided by financing activities......... (137,599) (164,840) (83,136) (82,763) 60,997
---------- -------- ------- -------- ---------
Net (decrease) increase in cash and cash equivalents........ (90,915) (99,071) (33,620) 48,840 (45,306)
Cash and cash equivalents at beginning of year.............. 124,988 100,736 31,170 20,070 (50,871)
---------- -------- ------- -------- ---------
Cash and cash equivalents at end of year.................... $ 34,073 $ 1,665 $(2,450) $ 68,910 $ (96,177)
---------- -------- ------- -------- ---------
---------- -------- ------- -------- ---------
</TABLE>

F-30
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 6--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--NINE MONTHS ENDED
SEPTEMBER 30, 1999 DETAIL OF ACQUISITIONS--(CONTINUED)

<TABLE>
<CAPTION>
FOR THE PERIOD JANUARY 1 THROUGH MARCH 31, 1999
UNITED
STATES MIDWEST INTERNET
INTERNET IPA ZOOMNET PALM.NET IAG INTERNET SOLUTIONS FGI
-------- --- ------- -------- --- -------- --------- ---
<S> <C> <C> <C> <C> <C> <C> <C>
$ (449,263) $ (22,163) $ 87,928 $ 51,764 $ (8,675) $ 272,263 $ 12,550 $ (57,501)
544,017 268,798 86,572 8,927 16,216 120,000 78,425 79,000
-- -- -- -- -- -- -- --
-- -- 49,210 -- -- -- -- 19,575
-- -- -- -- (41,092) -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
(6,929) -- -- -- -- -- -- --
-- (89,810) 22,100 -- -- 45,049 -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
(235,182) 75,333 (35,871) 1,911 17,682 (206,324) (22,985) (5,199)
3,484 -- -- -- -- -- -- 47,408
1,836 -- (651) (261) (13,657) -- 2 12,377
-- -- -- -- -- -- -- --
10,272 (14,086) (8,334) (1,705) -- 1,211 -- (23,451)
565,915 (387,118) (20,419) (13,224) (86,242) 16,581 (4,358) 16,120
(37,214) -- (6,293) -- 2,437 -- -- (3,860)
123,513 278,435 69,732 18,889 55,452 83,482 (21,414) 11,914
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
8,134 63,054 40,676 (12,709) 37,761 130,874 59,303 57,736
-- -- -- -- -- -- -- 5,623
-- -- 1,605 -- -- -- (80) (19,575)
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
528,583 172,443 286,255 53,592 (20,118) 463,136 101,443 140,167
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
(109,341) (279,930) (204,726) (8,632) (5,508) (400,156) (93,738) (107,204)
6,399 (18,652) -- -- -- -- -- 19,113
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
(102,942) (298,582) (204,726) (8,632) (5,508) (400,156) (93,738) (88,091)
-- -- -- -- -- -- -- --
(9,465) -- -- -- -- -- -- --
-- -- -- -- -- -- (184,800) --
-- -- -- (10,034) -- -- -- --
-- (3,552,381) (100,000) -- -- (1,070,338) (150,000) (80,000)
(3,496,769) 118,986 (453,774) -- (192,373) -- (127,893) (357,152)
-- -- -- -- -- -- -- --
-- -- -- -- -- -- -- --
4,524,871 3,500,000 533,922 -- -- -- 425,800 --
(5,431,351) 232,990 -- (22,350) -- -- -- --
4,075,112 (477,209) -- -- 200,844 971,104 31,000 441,050
-- -- -- -- -- -- -- --
(125,926) 272,821 (31,148) -- (1,110) 203,185 34,602 --
-- -- -- -- -- (5,574) -- --
-- 1,305 -- -- -- -- -- --
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
(463,528) 96,512 (51,000) (32,384) 7,361 98,377 28,709 3,898
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
(37,887) (29,627) 30,529 12,576 (18,265) 161,357 36,414 55,974
274,271 (184,906) 36,900 15,622 23,354 80,350 30,871 66,941
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
$ 236,384 $ (214,533) $ 67,429 $ 28,198 $ 5,089 $ 241,707 $ 67,285 $ 122,915
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
- ----------- ---------- -------- -------- -------- ---------- --------- ---------
</TABLE>

F-31
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 6--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--NINE MONTHS ENDED
SEPTEMBER 30, 1999 DETAIL OF ACQUISITIONS--(CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD JANUARY 1 THROUGH MARCH 31, 1999
INDYNET LIGHTSPEED JPS TGF
------- ---------- --- ---
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income........................................... $149,341 $ (59,108) $ (13,373) $ 32,619
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization.............................. 56,421 188,166 91,226 147,888
(Gain) loss on sale or disposal of equipment............... -- -- -- --
Deferred taxes provision................................... -- -- -- 1,353
Income tax benefit......................................... -- -- -- --
Equity compensation expense................................ -- -- -- --
Accretion of interest expense.............................. -- -- -- --
Accrued interest........................................... -- -- -- --
Amortization of debt discount.............................. -- -- -- --
Accounts receivable direct write-off....................... -- -- -- --
Provision for doubtful accounts............................ 65,000 -- 31,795 40,000
Stock appreciation expense (benefit)....................... -- -- -- --
Stock and stock option compensation expense................ -- -- -- --
Debt conversion expense.................................... -- -- -- --
Employee stock compensation expense........................ -- -- -- --
Changes in operating assets and liabilities:
Accounts receivable........................................ (109,408) 6,089 66,797 (13,714)
Inventory.................................................. -- -- -- --
Prepaid expenses........................................... (450) (26,558) (167,734) (14,834)
Equity in loss of MoCom.................................... -- -- -- --
Other assets............................................... (358) (30,063) (55,974) (96,044)
Accounts payable........................................... (8,133) (93,983) (71,691) (221,000)
Lease and other deposits................................... (5,111) -- (10,303) 10,984
Accrued expenses........................................... 53,750 87,502 26,588 208,094
Cash overdraft............................................. -- -- -- --
Due to partners............................................ -- -- -- --
Unearned / deferred revenues............................... -- 241,354 1,712,852 85,968
Income tax payable......................................... -- -- -- --
Other liabilities.......................................... (1,075) (100,386) -- (120,094)
Other operating............................................. -- -- -- --
Other non-cash.............................................. -- -- -- --
-------- ---------- ---------- ----------
Net cash provided by (used in) operating activities......... 199,977 213,013 1,610,183 61,220
INVESTING ACTIVITIES:
(Issuance of) payment from note............................. -- -- -- --
Increase in investments and restricted cash................. -- -- -- --
Increase in investment in marketable securities............. -- -- -- --
Decrease/( Increase) in accounts receivable--stockholder.... -- -- -- --
Proceeds from disposal/sale on property and equipment....... -- -- -- --
Purchases of property and equipment......................... (117,813) (144,165) (207,825) (382,055)
Acquisition of intangible assets............................ 8,010 (5,238) -- --
Other investing............................................. -- -- -- --
Acquisition of business, net of cash........................ -- -- -- --
-------- ---------- ---------- ----------
Net cash used in investing activities....................... (109,803) (149,403) (207,825) (382,055)
FINANCING ACTIVITIES:
Principal payments on capital lease......................... -- -- -- --
Deferred financing fees..................................... -- -- -- --
Distributions of capital.................................... -- -- -- --
Distributions to stockholder................................ (287,954) -- -- --
Net proceeds (repayments) from borrowings................... (80,000) -- -- --
Repayments of long-term debt assumed through acquisitions... (5,534) -- -- (250,000)
Proceeds from exercise of common stock options.............. -- -- -- --
Proceeds from stock subscriptions receivable................ -- -- -- --
Proceeds from sale of stock and capital contributions....... -- -- 932,282 30,000
Increase (decrease) in due to / from stockholders........... -- -- (957,974) --
Net advances from (to) related parties...................... 292,619 -- -- 110,000
Net changes in other debt................................... -- -- -- --
Payments on capital lease obligations....................... -- -- -- 227,686
Other Financing............................................. -- -- -- --
Partner distributions....................................... -- -- -- --
-------- ---------- ---------- ----------
Net cash (used in) provided by financing activities......... (80,869) -- (25,692) 117,686
-------- ---------- ---------- ----------
Net (decrease) increase in cash and cash equivalents........ 9,305 63,610 1,376,666 (203,149)
Cash and cash equivalents at beginning of year.............. 22,439 60,481 1,879,658 209,877
-------- ---------- ---------- ----------
Cash and cash equivalents at end of year.................... $ 31,744 $ 124,091 $3,256,324 $ 6,728
-------- ---------- ---------- ----------
-------- ---------- ---------- ----------

<CAPTION>
FOR THE PERIOD
JANUARY 1
THROUGH
MAY 5, 1999
THE
GRID
--------------
<S> <C>
OPERATING ACTIVITIES:
Net (loss) income........................................... $ (357,606)
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization.............................. 375,590
(Gain) loss on sale or disposal of equipment............... --
Deferred taxes provision................................... 23,220
Income tax benefit......................................... --
Equity compensation expense................................ --
Accretion of interest expense.............................. --
Accrued interest........................................... --
Amortization of debt discount.............................. --
Accounts receivable direct write-off....................... --
Provision for doubtful accounts............................ --
Stock appreciation expense (benefit)....................... --
Stock and stock option compensation expense................ --
Debt conversion expense.................................... --
Employee stock compensation expense........................ --
Changes in operating assets and liabilities:
Accounts receivable........................................ 45,640
Inventory.................................................. --
Prepaid expenses........................................... --
Equity in loss of MoCom.................................... --
Other assets............................................... (26,628)
Accounts payable........................................... 248,403
Lease and other deposits................................... --
Accrued expenses........................................... (71,200)
Cash overdraft............................................. --
Due to partners............................................ --
Unearned / deferred revenues............................... 178,788
Income tax payable......................................... --
Other liabilities.......................................... (23,220)
Other operating............................................. --
Other non-cash.............................................. --
---------
Net cash provided by (used in) operating activities......... 392,987
INVESTING ACTIVITIES:
(Issuance of) payment from note............................. --
Increase in investments and restricted cash................. --
Increase in investment in marketable securities............. --
Decrease/( Increase) in accounts receivable--stockholder.... --
Proceeds from disposal/sale on property and equipment....... --
Purchases of property and equipment......................... (346,110)
Acquisition of intangible assets............................ --
Other investing............................................. --
Acquisition of business, net of cash........................ --
---------
Net cash used in investing activities....................... (346,110)
FINANCING ACTIVITIES:
Principal payments on capital lease......................... --
Deferred financing fees..................................... --
Distributions of capital.................................... --
Distributions to stockholder................................ --
Net proceeds (repayments) from borrowings................... --
Repayments of long-term debt assumed through acquisitions... (47,866)
Proceeds from exercise of common stock options.............. --
Proceeds from stock subscriptions receivable................ --
Proceeds from sale of stock and capital contributions....... --
Increase (decrease) in due to / from stockholders........... 27,372
Net advances from (to) related parties...................... --
Net changes in other debt................................... --
Payments on capital lease obligations....................... (105,413)
Other Financing............................................. --
Partner distributions....................................... --
---------
Net cash (used in) provided by financing activities......... (125,907)
---------
Net (decrease) increase in cash and cash equivalents........ (79,030)
Cash and cash equivalents at beginning of year.............. 79,030
---------
Cash and cash equivalents at end of year.................... $ --
---------
---------
</TABLE>

F-32
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 6--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--NINE MONTHS ENDED
SEPTEMBER 30, 1999 DETAIL OF ACQUISITIONS--(CONTINUED)
<TABLE>
<CAPTION>

FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
1/1/99 1/1/99 1/1/99 1/1/99 1/1/99
THROUGH 6/30/99 THROUGH 8/31/99 THROUGH 9/30/99 THROUGH 9/30/99 THROUGH 10/31/99
- --------------- --------------- --------------- --------------- ----------------
INTERNET CAPE PENNCOM RURAL OTHER
RAMP UPLINK INTERNET INTERNET CONNECTIONS ACQUISITIONS(E)
-------- ------ -------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
$ 25,610 $ (23,923) $ 77,490 $ 112,726 $ (541,355) $ 334,342
204,775 273,747 88,649 532,181 388,141 1,133,018
-- -- -- -- -- --
156,442 -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
(40,846) (4,418) (4,602) (89,636) (29,344) (153,051)
-- -- -- -- (1,436) (2,907)
(2,153) 4,626 -- (4,786) -- --
-- -- -- -- -- --
-- 4,977 1,988 (16,842) -- (8,989)
6,500 (60,878) (23,659) 123,818 205,136 279,822
-- -- -- -- -- 7,040
5,021 (980) 79,971 40,804 16,154 141,532
-- 6,568 -- -- -- --
-- -- -- -- (191,314) --
370,388 136,139 5,279 435,446 481,011 (155,158)
-- -- -- -- -- --
-- -- 826 -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
----------- ----------- ----------- ----------- ---------- -----------
725,737 335,858 225,942 1,133,711 326,993 1,575,649
-- -- -- -- -- --
-- -- -- -- -- (461,898)
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
(375,103) (179,741) (41,903) (853,363) (144,347) (1,014,512)
-- -- -- -- (100,760) --
-- -- -- -- -- --
-- -- -- -- -- --
----------- ----------- ----------- ----------- ---------- -----------
(375,103) (179,741) (41,903) (853,363) (245,107) (1,476,410)
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- (9,058) (150,000) 29,397 (116,134)
(3,550) (8,007) -- (873,000) -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- 75,048 -- -- -- --
(270,813) (25,000) (76,180) -- -- (13,526)
-- -- (22,142) 904,193 -- 252,585
-- -- -- -- -- --
(177,191) (198,158) -- (91,175) (87,830) (311,359)
-- -- -- -- -- --
-- -- -- -- -- --
----------- ----------- ----------- ----------- ---------- -----------
(451,554) (156,117) (107,380) (209,982) (58,433) (188,434)
----------- ----------- ----------- ----------- ---------- -----------
(100,920) -- 76,659 70,366 23,453 (89,195)
223,287 -- 19,690 65,267 48,349 325,602
----------- ----------- ----------- ----------- ---------- -----------
$ 122,367 $ -- $ 96,349 $ 135,633 $ 71,802 $ 236,407
----------- ----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ----------- ---------- -----------

<CAPTION>
FOR THE PERIOD
1/1/99
THROUGH 6/30/99
- ---------------

INTERNET COMBINED
RAMP ACQUISITIONS
-------- ------------
<S> <C>
$ 25,610 $ (369,060)
204,775 5,015,288
-- --
156,442 250,341
-- (41,092)
-- --
-- --
-- --
-- --
-- (6,929)
-- 121,150
-- --
-- --
-- --
-- --
(40,846) (724,733)
-- 57,635
(2,153) (156,225)
-- --
-- (344,041)
6,500 1,039,718
-- (42,320)
5,021 1,113,336
-- 6,568
-- (191,314)
370,388 3,935,437
-- (37,502)
-- (72,174)
-- --
-- --
----------- ------------
725,737 9,554,083
-- --
-- (461,898)
-- --
-- --
-- --
(375,103) (5,771,414)
-- (175,929)
-- --
-- --
----------- ------------
(375,103) (6,409,241)
-- --
-- (30,058)
-- (184,800)
-- (486,728)
-- (5,234,414)
(3,550) (8,301,484)
-- --
-- --
-- 12,558,243
(270,813) (6,659,832)
-- 6,638,761
-- --
(177,191) (301,497)
-- (5,574)
-- 1,305
----------- ------------
(451,554) (2,006,078)
----------- ------------
(100,920) 1,138,764
223,287 3,503,176
----------- ------------
$ 122,367 $ 4,641,940
----------- ------------
----------- ------------
</TABLE>

F-33
<PAGE>
ONEMAIN.COM, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 6--UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS--NINE MONTHS ENDED
SEPTEMBER 30, 1999 DETAIL OF ACQUISITIONS--(CONTINUED)

(Footnote reference to previous page)

(E) Other acquisitions reflect the pro forma cash flows from January 1, 1999
through the acquisition dates of 5 Internet service providers acquired by
Onemain.com during 1999 as if these acquisitions had been consummated on
January 1, 1999. These 5 Internet service providers are not considered
significant individually or in the aggregate and therefore separate
financial statements have not been provided.

F-34
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
OneMain.com, Inc.

We have audited the accompanying balance sheet of OneMain.com, Inc. as of
December 31, 1998, and the related statements of operations, stockholders
deficit, and cash flows for the period from August 19, 1998 (inception) to
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit 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 audit 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 OneMain.com, Inc. at December
31,1998, and the results of its operations and its cash flows for the period
from August 19, 1998 (inception) to December 31, 1998 in conformity with
accounting principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

McLean, Virginia
February 25, 1999

F-35
<PAGE>
ONEMAIN.COM, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................................ $ 171,516 $ 47,190,999
Marketable securities............................................................ -- 25,230,000
Accounts receivable, net......................................................... -- 3,540,220
Inventory........................................................................ -- 71,087
Prepaid expenses and other current assets........................................ -- 4,171,004
Deferred offering costs.......................................................... 6,158,677 --
---------- -------------
Total current assets.......................................................... 6,330,193 80,203,310

Property and equipment, net........................................................ -- 28,134,865
Goodwill and Intangibles, net...................................................... -- 180,031,718
Customer lists, net................................................................ -- 111,146,863
Other assets....................................................................... -- 977,304
---------- -------------
Total assets.................................................................. $6,330,193 $ 400,494,060
---------- -------------
---------- -------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable................................................................. $ -- $ 8,418,389
Accrued expenses................................................................. 6,548,541 10,060,221
Current portion of unearned revenue.............................................. -- 17,190,611
Line of credit................................................................... -- 95,331
Current portion of capital lease obligations..................................... -- 4,074,437
Deferred tax liability........................................................... -- 14,594,958
Other current liabilities........................................................ -- 885,489
Due to affiliates/stockholders................................................... -- 11,262
Note payable--stockholder........................................................ 500,000 --
---------- -------------
Total current liabilities..................................................... 7,048,541 55,330,698

Long-term debt, net of current portion............................................. -- 13,739
Capital lease obligations, net of current portion.................................. -- 3,996,307
Deferred income taxes.............................................................. -- 22,647,994

Stockholders equity (deficit):
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued
and outstanding............................................................... -- --
Common stock, $0.001 par value; 100,000,000 shares authorized, 4,782,500 shares
issued and outstanding at December 31, 1998 and 23,448,647 shares issued and
outstanding at September 30, 1999............................................. 4,783 23,450
Additional paid-in capital....................................................... 53,042 367,764,957
Accumulated deficit.............................................................. (764,673) (49,283,085)
Stock subscription receivable.................................................... (11,500) --
---------- -------------
Total stockholders equity (deficit)........................................... (718,348) 318,505,322
---------- -------------
---------- -------------
Total liabilities and stockholders equity (deficit)........................... $6,330,193 $ 400,494,060
---------- -------------
---------- -------------
</TABLE>
See accompanying notes.

F-36
<PAGE>
ONEMAIN.COM, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 19, 1998 NINE MONTHS
(INCEPTION) ENDED
TO DECEMBER 31, SEPTEMBER 30,
1998 1999
--------------- -------------
(UNAUDITED)
<S> <C> <C>
REVENUES:
Access revenues................................................................ $ -- $ 46,948,017
Other revenues................................................................. -- 3,066,906
----------- -------------
Total revenues.............................................................. -- 50,014,923

COSTS AND EXPENSES:
Costs of access revenues....................................................... -- 19,096,564
Costs of other revenues........................................................ -- 997,636
Operations and customer support................................................ -- 6,950,957
Selling, general and administrative expenses................................... 761,074 26,442,055
Equity compensation............................................................ -- 2,469,000
Amortization................................................................... -- 47,427,256
Depreciation................................................................... -- 3,855,298
----------- -------------
Total costs and expenses.................................................... 761,074 107,238,766

Loss from operations............................................................. (761,074) (57,223,843)

OTHER INCOME (EXPENSE):
Interest income................................................................ 329 2,437,916
Interest expense............................................................... (3,928) (380,873)
Other income (expense), net.................................................... -- 112,748
----------- -------------

Loss before provision (benefit) for income taxes................................. (764,673) (55,054,052)

Provision (benefit) for income taxes............................................. -- (6,536,706)
----------- -------------

Net loss......................................................................... $ (764,673) $ (48,517,346)
----------- -------------
----------- -------------

Basic and diluted net loss per share............................................. $ (.16) $ (2.89)
----------- -------------
----------- -------------

Shares used in the calculation of basic and diluted net loss per share........... 4,668,396 16,799,075
----------- -------------
----------- -------------
</TABLE>

See accompanying notes.

F-37
<PAGE>
ONEMAIN.COM, INC.

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCK TOTAL
------------------- PAID-IN ACCUMULATED SUBSCRIPTION STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT RECEIVABLE EQUITY (DEFICIT)
------ ------ ---------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 19, 1998
(INCEPTION)....................... -- $ -- $ -- $ -- $ -- $ --
Net loss.......................... -- -- -- (764,673) -- (764,673)
Issuance of common stock.......... 4,782,500 4,783 52,242 -- (11,500) 45,525
Issuance of common stock for
services........................ -- -- 800 -- -- 800
--------- ------ --------- ---------- -------- ----------
BALANCE AT DECEMBER 31, 1998........ 4,782,500 $4,783 $ 53,042 $(763,673) $(11,500) $ (718,348)
--------- ------ --------- ---------- -------- ----------
--------- ------ --------- ---------- -------- ----------
</TABLE>

See accompanying notes.

F-38
<PAGE>
ONEMAIN.COM, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 19, 1998 NINE MONTHS
(INCEPTION) ENDED
TO DECEMBER 31, SEPTEMBER 30,
1998 1999
--------------- -------------
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss.......................................................................... $ (764,673) $ (48,517,346)
Adjustments to reconcile net (loss) income to net cash (used in) provided by
operating activities:
Amortization of goodwill and customer lists..................................... -- 47,427,256
Depreciation expense............................................................ -- 3,855,298
Provision for bad debt.......................................................... -- 1,028,569
Income tax benefit.............................................................. -- (6,541,925)
Equity compensation expense..................................................... -- 2,594,000
Changes in operating assets and liabilities:
Accounts receivable........................................................... -- (918,097)
Prepaid expenses and other current assets..................................... -- (2,384,182)
Deferred offering costs....................................................... (6,158,677) --
Accounts payable and accrued expenses......................................... 6,549,341 5,800,280
Unearned revenue.............................................................. -- 852,337
Other assets.................................................................. -- (171,786)
Other current liabilities..................................................... -- 657,599
----------- -------------
Net cash (used in) provided by operating activities............................... (374,009) 3,682,003
INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash acquired.................................. -- (108,733,541)
Investment in marketable securities............................................... -- (25,230,000)
Purchase of property and equipment................................................ -- (5,720,253)
Proceeds from disposal of property and equipment.................................. -- 92,437
----------- -------------
Net cash used in investing activities............................................. -- (139,591,357)
FINANCING ACTIVITIES:
Proceeds from note payable from stockholder....................................... 500,000 500,000
Proceeds from issuance of common stock............................................ 45,525 --
Proceeds from issuance of common stock in initial public offering, net of
underwriters' discounts and commissions and offering costs...................... -- 190,622,021
Repayment of note payable from stockholder........................................ -- (1,000,000)
Repayment of long-term debt assumed through acquisitions.......................... -- (7,536,927)
Repayment of capital lease obligations............................................ -- (1,613,762)
Proceeds from exercise of common stock options.................................... -- 1,941,005
Proceeds from stock subscription receivable....................................... -- 16,500
----------- -------------
Net cash used in financing activities............................................. 545,525 182,928,837
----------- -------------
Net increase in cash and cash equivalents......................................... 171,516 47,019,483
Cash and cash equivalents at beginning of period.................................. -- 171,516
----------- -------------
Cash and cash equivalents at end of period........................................ $ 171,516 $ 47,190,999
----------- -------------
----------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid..................................................................... $ -- $ 387,000
----------- -------------
----------- -------------
Issuance of common stock for transactions and acquisitions........................ $ -- $ 172,805,997
----------- -------------
----------- -------------
Acquisition of property and equipment through assumption of capital lease
obligations..................................................................... $ -- $ 3,437,517
----------- -------------
----------- -------------
</TABLE>

F-39
<PAGE>
ONEMAIN.COM, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

OneMain.com, Inc., a Delaware corporation (the Company), was founded in
August 1998 for the purpose of acquiring existing Internet service providers
(ISPs) serving individuals and businesses located predominantly outside of large
metropolitan areas. The Company intends to acquire, in separate transactions,
either the stock or assets of 17 ISPs (the Transactions) simultaneously upon the
closing of an initial public offering (the IPO) of its common stock and,
subsequent to the IPO, continue to acquire through merger or purchase similar
companies to expand its national operations.

The Company plans to consummate the Transactions in accordance with
acquisition agreements negotiated with the current owners of each of the ISPs.
The Transactions will be financed through the cash proceeds from the IPO or
through a combination of cash and common stock of the ISPs. The combined
purchase price payable by the Company consists of approximately $71.8 million in
cash and 7,133,200 shares of common stock. See Note 5.

The Company has conducted activities to date which have related to the IPO
and the Transactions. Operating expenses subsequent to inception through
December 31, 1998 consist primarily of the salary and related travel costs of
the Companys employees and certain professional services. Such costs have been
expensed. As of December 31, 1998, approximately $6,159,000 in professional fees
had been incurred in connection with the IPO, and the Company has capitalized
these costs as Deferred Offering Costs. These costs include legal and accounting
fees which will be offset against the proceeds of the IPO closing. The Company
is dependent upon the IPO to execute the pending Transactions. There is no
assurance that the pending Transactions discussed will be completed or that the
Company will be able to generate future operating revenues.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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
accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Fair Value of Financial Instruments

The Company considers the recorded costs of its financial assets and
liabilities, which consist primarily of cash, deferred charges, and accrued
expenses to approximate the fair value of the respective assets and liabilities.

F-40
<PAGE>
ONEMAIN.COM, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Property and Equipment

Equipment and software are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives of three to five years.

Customer List

The cost of customer lists acquired are being amortized over three years
using the straight line method.

Goodwill

Goodwill, which represents the cost in excess of the fair market value of
identifiable net assets acquired, is being amortized using the straight-line
method over three years.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 (SFAS 121),
Accounting for Impairment of Long-Lived Assets to Disposed of. The Company has
determined there has been no impairment to the carrying values of such assets
since inception.

Revenue Recognition

Other revenues include network installation, maintenance and consulting
services. These services are provided on a time-and-material basis and revenue
is recognized based upon time (at established rates) and other direct costs as
incurred.

Bartered Services

The Company participates in bartered services transactions with certain
radio stations, computer retailers and subscribers. In exchange for free
Internet service from the Company, radio stations provide advertising and
computer retailers demo and refer computer buyers to the Company for Internet
access service. In addition, the Companys subscribers can participate in a
referral program in which they can earn free service up to one year and or cash,
for making valid referrals of the Companys Internet access service. These
transactions are recognized by the Company as Internet access revenues and
selling and administrative expense in equal amounts at the fair value of
Internet access services provided by the Company.

Cost of Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also includes
fees paid for lease of the Companys backbone, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

F-41
<PAGE>
ONEMAIN.COM, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Stock-Based Compensation

Statement of Financial Accounting Standards ('SFAS') No. 123, 'Accounting
for Stock-Based Compensation,' allows entities to choose between a new fair
value based method of accounting for employee stock options or similar equity
instruments and the current intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ('APB No. 25').
Entities electing to remain with the accounting in APB Opinion No. 25 must make
pro forma disclosures of net income and earnings per share as if the fair value
method of accounting has been applied. The Company will provide pro forma
disclosures of net income and earnings per share, as applicable, in the notes to
future consolidated financial statements.

Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Financial Standards No. 109, Accounting for Income Taxes
(SFAS 109). Under the asset and liability method of SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under SFAS 109, the effect of a change in tax rates on deferred tax
assets and liabilities is recognized in income in the period that includes the
enactment date.

Earnings per Share

Basic earnings per share excludes dilution and is determined by dividing
income available to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share reflect the
potential dilution that could occur if outstanding stock options were exercised.
Diluted earning per share is determined by dividing income available to common
stockholders by the weighted average number of common shares outstanding during
the period plus the incremental shares that would have been outstanding upon the
assumed exercise of dilutive stock options.

Recent Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No.130, ('SFAS No. 130'), 'Reporting
Comprehensive Income' which is required to be adopted in the period ended
December 31, 1998. SFAS No. 130 requires that an enterprise (a) classify items
of other comprehensive income by their nature in the financial statements, and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income (loss).

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 ('SFAS No. 131'), 'Disclosures about
Segments of an Enterprise and Related Information', which is required to be
adopted for the period ended December 31, 1998. SFAS No. 131 changes the way
public companies report segment information in annual financial statements and
also requires those companies to report selected segment information in interim
financial reports to stockholders. The disclosure for segment information on the
financial statements is not expected to be material.

In March 1998, the Accounting Standards Executive Committee (AcSEC) issued
Statement of Position 98-1 ('SOP 98-1'), Accounting for the Costs of Computer
Software Developed For or Obtained For Internal Use. SOP 98-1 is effective for
the Company beginning January 1, 1999. SOP 98-1 will require the

F-42
<PAGE>
ONEMAIN.COM, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

capitalization of certain costs incurred after the date of adoption in
connection with developing or obtaining software for internal use. The Company
currently capitalizes costs related to software developed for internal use. The
Company has not evaluated whether the pronouncement will have an impact on the
Company's existing capitalization policy for internal-use software.

3. STOCKHOLDERS' EQUITY

Common Stock

In connection with the organization and initial capitalization on August
19, 1998, the Company issued 4,552,500 shares of Common Stock ('Common Stock'),
at $0.001 per share. The Company has subsequently issued 230,000 shares at $0.05
per share to members of senior management. The Company believes the
consideration received for each of the issuances approximated fair market value
of the Company's Common Stock at the respective dates.

1999 Stock and Incentive Plan

The Company's Board of Directors has adopted, and the Company's
stockholders have approved, the Company's 1999 Stock and Incentive Plan (the
'Plan').

1999 Employee Stock Purchase Plan

The Company's Board of Directors has adopted, and the Company's
stockholders have approved the 1999 Employee Stock Purchase Plan.

4. INCOME TAXES

The tax effects of temporary differences that give rise to significant
portions of potential deferred tax assets and deferred tax liabilities are
presented below as of December 31, 1998:

<TABLE>
<S> <C>
Net operating losses.............................. $305,900
--------
Total deferred tax assets......................... 305,900

Valuation allowance............................... (305,900)
--------
Net deferred tax asset............................ $ --
--------
--------
</TABLE>

The Company is in a net deferred tax asset position at December 31, 1998.
However, as a newly formed organization with cumulative losses to date, future
profits are not certain. As such, the Company has established a valuation
reserve for the entire amount of the net deferred tax asset.

5. TRANSACTIONS

The Company plans to consummate the Transactions in accordance with
acquisition agreements negotiated with the current owners of each of the ISPs.
The Transactions will be financed through the cash proceeds from the IPO or
through a combination of cash and common stock of OneMain.com. The combined
purchase price payable by the Company consists of approximately $71.8 million in
cash and 7,133,200 shares of common stock.

The following table reflects the consideration to be paid in cash and
shares of common stock, the preliminary allocation of the consideration to net
assets acquired and resulting excess of purchase price over net assets acquired
as of December 31, 1998, using an estimated fair value of $19.80 per share which
represents a discount of 10% from the IPO price of $22.00 per share.

F-43
<PAGE>
ONEMAIN.COM, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. TRANSACTIONS--(CONTINUED)
<TABLE>
<CAPTION>
SHARES OF VALUE OF TOTAL NET ASSETS INTANGIBLE
CASH COMMON STOCK SHARES CONSIDERATION ACQUIRED ASSETS GOODWILL
---- - ------------ -------- ------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SuperNet........ $ 6,882,352 688,236 $ 13,627,073 $ 20,509,425 $ 304,875 $ 5,787,500 $ 14,417,050
SunLink......... 1,084,257 214,240 4,241,952 5,326,209 (635,923) 2,124,250 3,837,882
LebaNet......... 210,336 21,034 416,473 626,809 20,421 58,250 548,138
SouthWind....... 2,062,200 207,500 4,108,500 6,170,700 (660,130) 2,821,750 4,009,080
Horizon......... 1,052,228 136,500 2,702,700 3,754,928 (729,575) 1,815,250 2,669,253
United States
Internet....... 12,599,081 1,226,414 24,282,997 36,882,078 (947,358) 8,822,250 29,007,186
IPA............. 7,500,000 400,000 7,920,000 15,420,000 1,163,233 6,045,750 8,211,017
ZoomNet......... 2,693,032 200,850 3,976,830 6,669,862 (552,298) 3,230,250 3,991,910
Palm.Net........ 1,478,324 15,310 303,138 1,781,462 (307,847) 1,334,250 755,059
IAG............. 1,084,580 156,550 3,099,690 4,184,270 (696,890) 1,232,750 3,648,410
Midwest
Internet....... 3,455,370 577,234 11,429,233 14,884,603 (940,277) 5,395,250 10,429,630
Internet
Solutions...... 1,539,912 101,322 2,006,176 3,546,088 456,000 1,359,250 1,730,838
FGI............. 2,441,725 244,173 4,834,625 7,276,350 (690,155) 2,507,750 5,458,755
Indynet......... 3,732,885 390,008 7,722,158 11,455,043 (1,108,950) 4,528,500 8,035,493
Lightspeed...... 6,712,957 548,400 10,858,320 17,571,277 (699,710) 3,918,000 14,352,987
JPS............. 9,987,054 995,429 19,709,494 29,696,548 (11,912,589) 25,184,000 16,425,137
TGF............. 7,300,000 1,010,000 19,998,000 27,298,000 (2,738,222) 6,797,250 23,238,972
----------- ----------- ------------ ------------- ------------ ----------- ------------
Total........... $71,816,293 7,133,200 $141,237,359 $ 213,053,652 $(20,675,395) $82,962,250 $150,766,797
----------- ----------- ------------ ------------- ------------ ----------- ------------
----------- ----------- ------------ ------------- ------------ ----------- ------------
</TABLE>

The purchase price will be preliminary allocated to the Company's
historical assets and liabilities based on their respective carrying values, as
these carrying values are deemed to represent fair market value of the assets
acquired and liabilities assumed. Additionally, adjustments have been made for
assets not acquired, debt and other liabilities not assumed and for the
establishment of a deferred income tax liability and related asset resulting
from the Transactions for purposes of determining the excess of the purchase
price over the fair value of the net assets acquired. The allocation of the
purchase price is considered preliminary until such time as the closing of the
IPO and consummation of the Transactions. The Company does not expect the final
allocation of the purchase price will differ significantly from that presented
herein. The individual acquisition agreements provide for contingent
consideration payments but the contingent payments have not been reflected since
they cannot be determined at this time.

6. RELATED PARTY TRANSACTIONS

On November 25, 1998, the Company issued a promissory note to one of its
founders in exchange for a loan in the amount of $500,000, the proceeds of which
will be used to pay certain of the costs of the IPO and the Transactions. The
note bears interest at the prime rate (7.75% at December 31, 1998) and is
payable at the earlier of (i) demand by the note holder, (ii) the completion of
an IPO or (iii) the sale of the Company, as defined.

On February 4, 1999, the Company issued another promissory note to the same
individual above in exchange for a loan in the amount of $500,000, the proceeds
of which will be used to pay certain of the costs of the IPO and the
Transactions. The note bears interest at the prime rate (7.75% at December 31,
1998) and is payable at the earlier of (i) demand by the note holder, (ii) the
completion of an IPO, or (iii) the sale of the Company, as defined.

F-44
<PAGE>
ONEMAIN.COM, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. COMMITMENTS AND CONTINGENCIES

The Company is engaged in ordinary and routine litigation and claims
incidental to its business. Management does not anticipate that any amounts the
Company may be required to pay by reason thereof will have a material effect on
the Company's financial position or results of operations.

8. SUBSEQUENT EVENT

In January 1999, the Company issued 100,000 shares of Common Stock to an
employee at $0.05 per share. The Company anticipates that it will recognize a
non-cash compensation charge currently estimated to be approximately $1.9
million in the first quarter of 1999 resulting from this issuance.

F-45
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders of
D&E SuperNet, Inc.

We have audited the accompanying balance sheets of D&E SuperNet, Inc. as of
December 31, 1997 and 1998, and the related statements of operations,
stockholders' equity, and cash flows for the three years in the period ended
December 31, 1998. 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 D&E SuperNet, Inc. at December
31, 1997 and 1998, and the results of its operations and its cash flows for the
three years in the period ended December 31, 1998, in conformity with accounting
principles generally accepted in the United States.

As discussed in Note 2 to the financial statements, the Company's working
capital deficiency and compliance with debt covenants raise substantial doubt
about its ability to continue as a going concern. Management's plans as to these
matters are also described in Note 2. The 1998 financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
January 21, 1999

F-46
<PAGE>
D&E SUPERNET, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash.............................................................................. $ 31,020 $ 124,988
Accounts receivable............................................................... 27,536 92,059
Inventory......................................................................... 14,058 18,484
Prepaid expenses.................................................................. 6,444 45,615
--------- ----------
Total current assets........................................................... 79,058 281,146
Property and equipment, net......................................................... 677,382 1,263,830
Deferred taxes...................................................................... -- 19,875
Intangible assets, net.............................................................. 4,528 1,981,922
Other assets........................................................................ 6,279 13,492
--------- ----------
Total assets................................................................... $ 767,247 $3,560,265
--------- ----------
--------- ----------

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable--trade........................................................... $ 12,937 $ 76,997
Accounts payable--affiliates...................................................... 63,308 172,520
Accrued expenses.................................................................. 60,174 142,338
Unearned revenues................................................................. -- 391,836
Line of credit payable to affiliate............................................... 584,698 --
Current portion of long-term debt................................................. -- 288,080
--------- ----------
Total current liabilities...................................................... 721,117 1,071,771
Long-term debt...................................................................... -- 1,691,920
Note payable to affiliate........................................................... -- 200,000
Equity:
Partners' capital:
Contributed capital............................................................... 244,818 --
Accumulated losses................................................................ (198,688) --
--------- ----------
Total partners' capital........................................................ 46,130 --
--------- ----------
Stockholders' equity:
Common stock, 1,000 no par value shares authorized, 200 shares issued and
outstanding.................................................................... -- 484,115
Retained earnings................................................................. -- 112,459
--------- ----------
Total stockholders' equity..................................................... -- 596,574
--------- ----------
Total equity................................................................... 46,130 596,574
--------- ----------
Total liabilities and equity................................................... $ 767,247 $3,560,265
--------- ----------
--------- ----------
</TABLE>

See accompanying notes.

F-47
<PAGE>
D&E SUPERNET, INC.

STATEMENTS OF OPERATIONS

COSTS AND EXPENSES:
Costs of access revenues................................................ 381,571 491,577 1,296,020
Costs of other revenues................................................. 61,787 155,505 169,774
Operations and customer support......................................... 85,028 322,324 541,786
Sales and marketing..................................................... 168,912 328,185 612,753
General and administrative.............................................. 106,667 179,377 604,457
Depreciation............................................................ 48,121 154,952 191,720
Amortization............................................................ 480 550 73,744
-------- ---------- ----------
Total costs and expenses............................................. 852,566 1,632,470 3,490,254
-------- ---------- ----------
(Loss) income from operations............................................. (11,029) 116,737 456,550

OTHER EXPENSES:
Interest expense........................................................ (36,881) (56,941) (99,046)
Other expenses, net..................................................... (1,016) (13,223) (52,070)
-------- ---------- ----------
(37,897) (70,164) (151,116)
-------- ---------- ----------
(Loss) income before taxes................................................ (48,926) 46,573 305,434
Income tax provision...................................................... -- -- 54,985
-------- ---------- ----------
Net (loss) income......................................................... $(48,926) $ 46,573 $ 250,449
-------- ---------- ----------
-------- ---------- ----------
Pro forma income taxes (Note 2)........................................... -- -- 70,057
-------- ---------- ----------
Pro forma net (loss) income............................................... $(48,926) $ 46,573 $ 180,392
-------- ---------- ----------
-------- ---------- ----------
Net (loss) income allocated to partners' capital.......................... $(48,926) $ 46,573 $ 137,990
-------- ---------- ----------
-------- ---------- ----------
Net income allocated to stockholders' equity.............................. $ -- $ -- $ 112,459
-------- ---------- ----------
-------- ---------- ----------
</TABLE>

See accompanying notes.

F-48
<PAGE>
D&E SUPERNET, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ACCUMULATED
CONTRIBUTED (LOSSES) COMMON RETAINED TOTAL
CAPITAL INCOME STOCK EARNINGS EQUITY
----------- ----------- ------ -------- ------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996..................... $ 244,818 $(245,261) $ -- $ -- $ (443)
Net income..................................... -- 46,573 -- -- 46,573
--------- --------- -------- -------- --------
BALANCE AT DECEMBER 31, 1997..................... 244,818 (198,688) -- -- 46,130
Contributed capital............................ 299,995 -- -- -- 299,995
Net income from January 1, 1998 to September 3,
1998........................................ -- 137,990 -- -- 137,990
--------- --------- -------- -------- --------
BALANCE AT SEPTEMBER 3, 1998..................... 544,813 (60,698) -- -- 484,115
Conversion to corporation...................... (544,813) 60,698 484,115 -- --
Net income from September 4, 1998 to December
31, 1998.................................... -- -- -- 112,459 112,459
--------- --------- -------- -------- --------
BALANCE AT DECEMBER 31, 1998..................... $ -- $ -- $484,115 $112,459 $596,574
--------- --------- -------- -------- --------
--------- --------- -------- -------- --------
</TABLE>

See accompanying notes.

F-49
<PAGE>
D&E SUPERNET, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income......................................................... $ (48,926) $ 46,573 $ 250,449
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Depreciation and amortization........................................... 48,601 155,502 265,464
Loss on sale or disposal of equipment................................... 1,016 13,223 52,070
Deferred taxes provision................................................ -- -- (19,875)
Changes in operating assets and liabilities after impact of acquired
businesses:
Accounts receivable.................................................. (20,623) 26,673 31,307
Inventory............................................................ (6,769) (2,881) (4,426)
Prepaid expenses..................................................... (13,608) 12,571 (19,936)
Other assets......................................................... -- (6,279) 5,632
Accounts payable--trade and affiliates............................... 124,242 (87,230) 144,636
Accrued expenses..................................................... 11,566 48,608 82,164
Unearned revenues.................................................... 1,890 (1,890) (19,165)
--------- --------- ----------
Net cash provided by operating activities................................. 97,389 204,870 768,320

INVESTING ACTIVITIES
Purchases of property and equipment....................................... (354,538) (407,958) (586,784)
Proceeds from sale of property and equipment.............................. -- 45,574 1,206
Acquisition of business, net of cash acquired............................. -- -- (1,971,356)
Other..................................................................... (2,828) -- --
--------- --------- ----------
Net cash used in investing activities..................................... (357,366) (362,384) (2,556,934)

FINANCING ACTIVITIES
Net proceeds (payments) under line of credit payable to affiliate......... 180,000 164,698 (384,698)
Proceeds from issuance of long-term debt.................................. -- -- 1,980,000
Deferred financing fees................................................... -- -- (12,715)
Capital contributions..................................................... 100,000 -- 299,995
--------- --------- ----------
Net cash provided by financing activities................................. 280,000 164,698 1,882,582
--------- --------- ----------
Net increase in cash...................................................... 20,023 7,184 93,968
Cash at beginning of year................................................. 3,813 23,836 31,020
--------- --------- ----------
Cash at end of year....................................................... $ 23,836 $ 31,020 $ 124,988
--------- --------- ----------
--------- --------- ----------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest.................................................... $ 34,402 $ 55,746 $ 79,146
--------- --------- ----------
--------- --------- ----------
</TABLE>

See accompanying notes.

F-50
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1998

1. ORGANIZATION

D&E SuperNet, Inc. (the 'Company') is a regional provider of Internet
access. The Company was originally organized as general partnership (the
'Partnership') on June 22, 1995 by D&E Marketing, Inc. (50%) and SuperNet
Interactive Services, Inc. (50%) and began marketing services in July of the
same year. The partners shared equally in profits and losses.

On September 4, 1998, D&E SuperNet converted from a partnership to a
corporation. The holders of partnership interests were issued shares of common
stock, having no par value, of the Company, representing the same percentage of
equity interest in the Company as they had in the Partnership. For financial
accounting purposes, the conversion to corporate form has been treated as a
reorganization, with the assets and liabilities recorded at their historical
costs. In addition, the Company recognized a net deferred income tax liability
for temporary differences in accordance with Statement of Financial Accounting
Standard No. 109 ('Statement No. 109'), Accounting for Income Taxes, which
resulted in a one-time charge to earnings of $13,250 in 1998 (see Note 10).

The Company's targeted market is Pennsylvania. The Company expects to
continue to focus on increasing its subscriber base and geographic coverage. The
online services and Internet markets are highly competitive. The Company
believes that existing competitors, Internet-based services, Internet service
providers, Internet directory services and telecommunication companies are
likely to enhance their service offerings resulting in greater competition for
the Company. The competitive conditions could have the following effects:
require additional pricing programs; increase spending on marketing; limit the
Company's ability to expand its subscriber base and result in increased
attrition in the existing subscriber base. There can be no assurance that growth
in the Company's revenues or subscriber base will continue or that the Company
will be able to achieve or sustain profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying financial statements have been presented in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. However, the Company has a significant
working capital deficiency and is not in compliance with the Term Notes
financial covenants. Further, the Company depends on the continuing financial
support of an affiliate. Management believes that the actions presently being
taken, as described below, and the intent of the Stockholders to fund the
operations will provide the Company with sufficient funds to continue as a going
concern. Such actions include, but are not limited to the short-term line of
credit and revolving line of credit agreements entered into in 1998 (see Note
7), continued investment in its network infrastructure to increase its network
efficiencies and capacity to serve additional subscribers and employing
marketing strategies to increase its subscriber base. Further, management has
obtained a waiver of the debt to net worth financial covenant for the year ended
December 31, 1998, which it did not meet and has obtained an amendment revising
this ratio from 3.0 to 1 to 4.0 to 1 for the three month periods ending March
31, 1999, June 30, 1999, September 30, 1999, and December 31, 1999. In addition,
management believes that the demand line of credit from an affiliate will
continue to be available throughout the next year.

The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.

F-51
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF 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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior year balances have been reclassified to conform to current
year presentation.

Property and Equipment

Property, equipment, and software are stated at cost. Depreciation is
calculated using the straight-line method over the estimated useful lives
ranging between three to seven years.

Inventory

Inventory consists of purchased goods for resale and is stated at the lower
of cost or market on the first-in, first-out (FIFO) method.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company has determined there has been no impairment to the
carrying values of such assets since inception.

Goodwill

Goodwill, which represents the cost in excess of the fair market value of
identifiable net assets acquired, is being amortized using the straight-line
method over 10 years.

Revenue Recognition

The Company recognizes Internet access revenue when the services are
provided. The Company defers recognizing revenue on advance payments and
amortizes the unearned revenue amounts to revenue on a straight-line basis over
the period in which the services are provided. No revenue is recognized during a
subscriber cancellation period.

Other revenues include network installation, maintenance, and consulting
services. These services are provided on a time-and-material basis and revenue
is recognized based upon time (at established rates) and other direct costs as
incurred.

Costs of Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's network infrastructure, as well as license
fees for Web browser software based on a per-user charge, other license fees
paid to third-party software vendors, product costs, and contractor fees for
operation and support services.

F-52
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Advertising Costs

All advertising and promotion costs are expensed as incurred. For the years
ended December 31, 1996, 1997, and 1998, advertising costs were $69,069,
$123,940, and $267,938, respectively.

Income Taxes

For tax years prior to September 4, 1998, D&E Supernet operated as a
partnership, and therefore was exempt from taxation under the partnership
provisions of the Internal Revenue Code (the 'Code'). Under the partnership
provisions of the Code, the partners of the Partnership include their share of
the Partnership's income on their personal income tax returns. Accordingly, the
Partnership was not subject to Federal and state corporate income taxes during
the period in which it was a partnership. The Company converted to a corporation
on September 4, 1998, and became subject to Federal and state corporate income
taxes.

For periods prior to the revocation of its partnership status, the
unaudited pro forma income tax information included in the statements of
operations and Note 10 is presented in accordance with Statement of Financial
Accounting Financial Standards No. 109 (Statement No. 109), Accounting for
Income Taxes, as if the Company had been subject to Federal and state income
taxes for the years ended December 31, 1996 and 1997 and for the period from
January 1, 1998 to September 3, 1998.

Financial Instruments and Concentration of Credit Risk

Sources of Supplies

Although the Company attempts to maintain numerous vendors for required
products, its modems, terminal servers, and high-performance routers, which are
important components of its network, are each currently acquired from three
sources. In addition, some of the Company's suppliers have limited resources and
production capacity. If the suppliers are unable to meet the Company's needs as
its network infrastructure grows, then delays and increased costs in the
expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

F-53
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment and software............................................... $516,662 $1,265,832
Office equipment.............................................................. 357,142 357,142
-------- ----------
873,804 1,622,974
Less accumulated depreciation and amortization................................ (196,422) (359,144)
-------- ----------
$677,382 $1,263,830
-------- ----------
-------- ----------
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
Goodwill........................................................................ $ -- $1,991,268
Other intangibles............................................................... 5,728 63,620
------ ----------
5,728 2,054,888
Less accumulated amortization................................................... (1,200) (72,966)
------ ----------
$4,528 $1,981,922
------ ----------
------ ----------
</TABLE>

5. ACQUISITIONS

On June 10, 1998, the Company acquired substantially all of the assets of
Cumberland Valley Network ('CVN'), a general partnership. At the date of the
acquisition, the CVN partnership dissolved and all operations were continued
under the D&E SuperNet name. CVN's results of operations since June 10, 1998 are
included within the December 31, 1998 statement of operations of the Company.
CVN's results of operation for the periods presented prior to the period ended
June 10, 1998 are not included in the Company's results of operations.

The Company, on December 1, 1998, acquired substantially all of the
operating assets of Cyberia Communications, Inc. ('Cyberia'), a corporation.
Cyberia's results of operations since December 1, 1998 are included within the
December 31, 1998 statement of operations of the Company. Cyberia's results of
operation for the periods presented prior to the period ended December 1, 1998
are not included in the Company's results of operations.

The unaudited pro forma results of operations set forth below assumes the
acquisition of CVN and Cyberia occurred at the beginning of the periods
presented. Pro forma adjustments include increased amortization for the cost
over net assets acquired and increased interest expense from debt incurred for
the acquisitions. The unaudited pro forma information is provided for
information purposes only and does not purport to be indicative of the Company's
results of operations that would have been achieved had the

F-54
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

5. ACQUISITIONS--(CONTINUED)

acquisition and related financing transaction been completed for the periods
presented, or results that may be obtained in the future.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Revenues.................................................................... $3,295,347 $5,268,930
---------- ----------
Net (loss) income........................................................... $ (68,418) $ 240,475
---------- ----------
---------- ----------
</TABLE>

The acquisitions were accounted for under the purchase method of
accounting; accordingly, assets acquired have been recorded at their estimated
fair market values at the date of acquisition. Goodwill is being amortized over
its estimated economic life of 10 years using the straight-line method.

The CVN and Cyberia purchase prices of $1,050,000 and $921,356,
respectively, have been preliminary allocated as follows:

<TABLE>
<CAPTION>
CVN CYBERIA
--- --------
<S> <C> <C>
Accounts receivable........................................................... $ 73,594 $ 22,236
Prepaid expenses.............................................................. 19,235 --
Property and equipment........................................................ 53,477 191,183
Intangible assets............................................................. 50,000 10,000
Goodwill...................................................................... 1,128,549 862,719
Accounts payable.............................................................. -- (28,636)
Unearned revenues............................................................. (274,855) (136,146)
---------- --------
Total purchase price........................................................ $1,050,000 $921,356
---------- --------
---------- --------
</TABLE>
6. DEBT WITH AFFILIATED PARTIES

At December 31, 1997, the Company had a short-term line of credit payable
on demand with an affiliated company allowing for borrowings of up to $650,000.
Borrowings against the line had an interest at The Wall Street Journal published
prime rate of 8.50% at December 31, 1997. Borrowings outstanding against the
line as of December 31, 1997 were $584,698.

In conjunction with the Term Note dated June 30, 1998 discussed below, the
Company retired the line of credit and created a note payable to an affiliate in
the amount of $200,000. Principal payments on the note payable to an affiliate
cannot be made until the earlier of full payment of the Term Note dated June 30,
1998 or June 29, 2002. The note payable to an affiliate bears a fixed interest
rate of 12.5% and is subordinated to the Term Notes discussed below.

F-55
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

7. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Term Note dated June 30, 1998, monthly installments of interest only through
June 30, 1999 at a rate of 7.80%.......................................... $ -- $1,050,000
Term Note dated December 31, 1998, monthly installments of interest only
through June 30, 1999 at a rate of 7.80%.................................. -- 930,000
Note payable to an affiliate (see Note 6), monthly installments of interest
only payments at a rate of 12.5%.......................................... -- 200,000
---------- ----------
Total outstanding debt...................................................... $ -- $2,180,000
Less: current maturities.................................................... -- 288,080
---------- ----------
Total outstanding debt...................................................... $ -- $1,891,920
---------- ----------
---------- ----------
</TABLE>

The interest rate on the Term Note dated June 30, 1998 is fixed at 7.80%
from June 1998 through June 2000. Beginning in July 2000, the interest rate will
convert to a floating rate at the bank's commercial base rate. The term of the
note is four years with a provision for interest only payments during the first
twelve months. Beginning in the thirteenth month, the Company will pay 35 fixed
principal monthly installments of $21,875 plus related interest. The balance of
the note is due in a balloon payment on July 1, 2002.

The interest rate on the Term Note dated December 31, 1998 is fixed at
7.80% from December 1998 through June 2000. Beginning in July 2000, the interest
rate will convert to a floating rate at the bank's commercial base rate plus 1%.
The term of the note is three and one half years with a provision for interest
only payments during the first seven months. Beginning in the eighth month, the
Company will pay 35 equal, monthly installments, with each such installment in
an amount sufficient to amortize the outstanding principal balance based on the
interest rate in effect on the Term Note on July 1, 1999. The balance of the
note is due in a balloon payment on July 1, 2002.

Principal payments on long-term debt are due as follows:

The notes contain restrictive covenants and a cross default clause which
require the Company, beginning December 31, 1998, to maintain certain financial
ratios, the most restrictive of which is maintaining a cash flow to debt service
ratio of at least 1.2 to 1 at the end of each fiscal quarter and a maximum debt
to net worth ratio, as defined, of 3.0 to 1. The Company has obtained a waiver
of the debt to net worth financial covenant for the year ended December 31,
1998, which it did not meet and has obtained an amendment revising this ratio
from 3.0 to 1 to 4.0 to 1 for the three month periods ended March 31, 1999, June
30, 1999, September 30, 1999 and December 31, 1999. Thereafter, the Company must
maintain a maximum debt to net worth ratio of 3.0 to 1.

F-56
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

8. RELATED PARTY TRANSACTIONS

The Company has various transactions with its Partners and affiliates.
These transactions can be generally classified into the following categories:

o Access services--the Company pays D&E Telephone Company for telephone
services used to provide Internet access to its customers. During the
years ended December 31, 1996, 1997, and 1998, telephone charges paid to
D&E Telephone Company were $99,003, $87,276, and $124,184, respectively.

o Operations and customer support services--the Company pays D&E Marketing
and SuperNet Interactive Services salaries, wages, and commissions for
providing technical, selling, and marketing services to the Company.
During the years ended December 31, 1996, 1997, and 1998, selling and
marketing expenses paid to these affiliates were $377,608, $608,852, and
$1,130,862, respectively.

o General and administrative services--D&E TDS and D&E Marketing charge the
Company for administrative support, rent, and billing services provided
to the Company. During the years ended December 31, 1996, 1997, and 1998,
total rent and billing services paid to these affiliates were $25,512,
$29,700, and $72,745, respectively.

Management believes that the overall amount of charges to the Company are
reasonable and that the accompanying financial statements reflect all of the
Company's costs of doing business.

9. COMMITMENTS

Lease Commitments

The Company leases office space and various office and computer equipment
under noncancelable operating lease agreements. The leases generally provide for
renewal terms and the Company is required to pay a portion of the common areas'
expenses including maintenance, real estate taxes, and other expense. Rent
expense for the years ended December 31, 1996, 1997, and 1998 was $17,208,
$32,025, and $61,279, respectively.

Minimum future lease payments under operating leases are summarized as
follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
<S> <C>
1999.............................................. $ 147,501
2000.............................................. 74,820
2001.............................................. 4,893
---------
Total minimum lease payments...................... $ 227,214
---------
---------
</TABLE>

10. INCOME TAXES

In connection with the conversion to corporate form, the Company recognized
a net deferred income tax liability for temporary differences in accordance with
Statement No. 109, which resulted in a one-time charge to earnings of $13,250 in
1998. Deferred income taxes reflect the net tax effects of temporary differences
between the amount of assets and liabilities for financial reporting purposes
and the amount used for income tax purposes.

The Company's deferred tax asset as of December 31, 1998 was $19,875
related to differences resulting from the use of different methods of
depreciation and amortization of property and equipment for financial statement
and income tax reporting purposes.

F-57
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

10. INCOME TAXES--(CONTINUED)
Income tax provision for the period September 4, 1998 to December 31, 1998
was comprised of the following:

<TABLE>
<S> <C>
Current expense...............................$74,860
Deferred tax benefit..........................(19,875)
-------
Income tax provision..........................$54,985
-------
-------
</TABLE>

A reconciliation between the amount of reported income taxes and the amount
computed by multiplying the applicable statutory Federal income tax rate times
the pre-tax income for the period September 4, 1998 to December 31, 1998 was as
follows:

<TABLE>
<S> <C>
Federal income taxes at statutory rates..................................... $56,931
State taxes................................................................. 11,080
Deferred tax benefit recognized on conversion from partnership.............. (13,250)
-------
Other....................................................................... 224
-------
Income tax provision........................................................ $54,985
-------
-------
</TABLE>
No pro forma income tax provision or benefit is reflected for the years
ended December 31, 1996 and 1997, as the Company would have provided a full
valuation allowance against the deferred tax asset had it been a C Corporation
in 1996 and then taken the benefit in 1997. The pro forma income tax provision
for the period from January 1, 1998 to September 3, 1998 has been recorded in an
amount to reflect the Company's effective tax rate for the year of 41%.

11. PENDING TRANSACTION

During 1998, the Company's stockholders entered into an agreement to sell
their shares in the Company to OneMain.com, Inc. ('OneMain.com'). The Company's
stockholders will exchange their shares in the Company for cash and shares of
common stock of OneMain.com concurrently with the consummation of the initial
public offering of the common stock of OneMain.com. Additionally, the Company's
stockholders will be given additional consideration, contingent upon certain
operational and earnings margin requirements, which shall be equal to one-fifth
of the difference between total revenue for the Company for the 12 months ended
June 30, 1999, and the revenues for the Company for the period from April 1,
1998, through June 30, 1998, multiplied by four. The amount of the additional
consideration will be payable in either cash or stock, at the option of
OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole stockholder of the Company. Subsequent to the acquisition, the Company will
continue to exist.

The related party transactions as described in Note 8 will be amended upon
consummation of the merger discussed above so that all continuing obligations
will be similar to terms and conditions of agreements/arrangements with
unaffiliated third parties.

F-58

<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders of
SunLink, Inc.

We have audited the accompanying balance sheets of SunLink, Inc. as of December
31, 1997 and 1998, and the related statements of operations, stockholders'
equity, and cash flows for the three years in the period ended December 31,
1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SunLink, Inc. at December 31,
1997 and 1998, and the results of its operations and its cash flows for the
three years in the period ended December 31, 1998, in conformity with accounting
principles generally accepted in the United States.

As discussed in Note 2 to the financial statements, the Company's working
capital deficiency and losses from operations raise substantial doubt about its
ability to continue as a going concern. Management's plans as to these matters
are also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/S/ ERNST & YOUNG LLP
Philadelphia, Pennsylvania
January 20, 1999

F-59
<PAGE>
SUNLINK, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash.................................................................................... $ 5,799 $100,736
Accounts receivable, net of allowance for doubtful accounts of $5,759 and $26,545 as of
December 31, 1997, and 1998, respectively............................................ 22,163 18,865
Inventory............................................................................... -- 7,600
Due from stockholder.................................................................... 8,981 --
-------- --------
Total current assets............................................................... 36,943 127,201
Property and equipment, net............................................................. 399,632 571,003
-------- --------
Total assets....................................................................... $436,575 $698,204
-------- --------
-------- --------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................................ $ 98,885 $ 87,122
Accrued expenses........................................................................ 7,187 18,367
Unearned revenues....................................................................... 70,235 172,336
Note payable............................................................................ 90,000 --
Note payable to stockholder............................................................. 12,941 123,000
Current portion of long-term debt....................................................... -- 44,906
-------- --------
Total current liabilities............................................................... 279,248 445,731
Long-term debt, net of current portion.................................................. -- 176,680
Stockholders' equity:
Common stock--$10 par value, 1,000 shares authorized, 205 shares issued and
outstanding.......................................................................... 2,050 2,050
Additional paid-in capital.............................................................. 30,145 30,145
Retained earnings....................................................................... 125,132 43,598
-------- --------
Total stockholders' equity......................................................... 157,327 75,793
-------- --------
Total liabilities and stockholders' equity......................................... $436,575 $698,204
-------- --------
-------- --------
</TABLE>

See accompanying notes.

F-60
<PAGE>
SUNLINK, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues.......................................................... $224,966 $786,324 $1,411,164
Other revenues........................................................... -- 11,913 --
-------- -------- ----------
Total revenues...................................................... 224,966 798,237 1,411,164

COSTS AND EXPENSES:
Costs of access revenues................................................. 85,766 224,579 566,102
Costs of other revenues.................................................. -- 11,531 --
Operations and customer support.......................................... 42,106 183,557 374,213
Sales and marketing...................................................... 37,720 50,460 102,507
General and administrative............................................... 40,991 114,220 303,948
Depreciation............................................................. 18,303 64,307 125,565
-------- -------- ----------
Total costs and expenses............................................ 224,886 648,654 1,472,335
-------- -------- ----------
Income (loss) from operations.............................................. 80 149,583 (61,171)

OTHER EXPENSE:
Interest expense......................................................... (4,664) (10,682) (20,363)
-------- -------- ----------
Net (loss) income.......................................................... $ (4,584) $138,901 $ (81,534)
-------- -------- ----------
-------- -------- ----------
UNAUDITED PRO FORMA INFORMATION:
Net (loss) income........................................................ $ (4,584) $138,901 $ (81,534)
Pro forma income tax (benefit) expense................................... -- (46,369) 27,218
-------- -------- ----------
Pro forma net (loss) income.............................................. $ (4,584) $ 92,532 $ (54,316)
-------- -------- ----------
-------- -------- ----------
</TABLE>

See accompanying notes.

F-61
<PAGE>
SUNLINK, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL RETAINED TOTAL
COMMON PAID-IN EARNINGS STOCKHOLDERS'
STOCK CAPITAL (DEFICIT) EQUITY
------ ---------- -------- -------------

<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995.................................... $1,000 $ 19,495 $ (9,185) $ 11,310
Issuance of common stock (100 shares)......................... 1,000 9,000 -- 10,000
Rent contributed by stockholder............................... -- 1,200 -- 1,200
Net loss...................................................... -- -- (4,584) (4,584)
------ -------- -------- ---------
BALANCE AT DECEMBER 31, 1996.................................... 2,000 29,695 (13,769) 17,926
Issuance of common stock (5 shares)........................... 50 450 -- 500
Net income.................................................... -- -- 138,901 138,901
------ -------- -------- ---------
BALANCE AT DECEMBER 31, 1997.................................... 2,050 30,145 125,132 157,327
Net loss...................................................... -- -- (81,534) (81,534)
------ -------- -------- ---------
BALANCE AT DECEMBER 31, 1998.................................... $2,050 $ 30,145 $ 43,598 $ 75,793
------ -------- -------- ---------
------ -------- -------- ---------
</TABLE>

See accompanying notes.

F-62
<PAGE>
SUNLINK, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income............................................................ $ (4,584) $138,901 $(81,534)
Adjustments to reconcile net (loss) income to net cash provided by operating
activities:
Depreciation............................................................ 18,303 64,307 125,565
Stock based compensation................................................ -- 450 --
Rent contributed by stockholder......................................... 1,200 -- --
Changes in operating assets and liabilities:
Accounts receivable................................................... (7,384) (14,779) 3,298
Inventory............................................................. -- -- (7,600)
Accounts payable...................................................... 17,289 76,287 (11,763)
Accrued expenses...................................................... 7,140 47 11,180
Unearned revenues..................................................... 18,985 51,250 102,101
Other current liabilities............................................. (369) -- --
-------- -------- --------
Net cash provided by operating activities.................................... 50,580 316,463 141,247

INVESTING ACTIVITIES
(Issuance of) payment from note receivable from stockholder.................. -- (8,981) 8,981
Purchases of property and equipment.......................................... (136,314) (323,720) (296,936)
-------- -------- --------
Net cash used in investing activities........................................ (136,314) (332,701) (287,955)

FINANCING ACTIVITIES
Cash overdraft............................................................... (220) -- --
Proceeds under line of credit................................................ 75,000 15,000 --
Proceeds from issuance of long-term debt..................................... -- -- 250,000
Payments on long-term debt................................................... -- -- (28,414)
Repayments of line of credit................................................. -- -- (90,000)
Proceeds from stockholders' loans............................................ 2,500 12,941 123,000
Repayments of stockholders' loans............................................ -- (7,500) (12,941)
Proceeds from issuance of common stock....................................... 10,000 50 --
-------- -------- --------
Net cash provided by financing activities.................................... 87,280 20,491 241,645
-------- -------- --------
Net increase in cash......................................................... 1,546 4,253 94,937
Cash at beginning of year.................................................... -- 1,546 5,799
-------- -------- --------
Cash at end of year.......................................................... $ 1,546 $ 5,799 $100,736
-------- -------- --------
-------- -------- --------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest....................................................... $ 4,664 $ 10,682 $ 20,363
-------- -------- --------
-------- -------- --------
</TABLE>

See accompanying notes.

F-63
<PAGE>
SUNLINK, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

SunLink, Inc. (the 'Company') is a regional provider of Internet access.
The Company was incorporated in the Commonwealth of Pennsylvania on October 1,
1991 as a Subchapter S Corporation and began providing Internet access services
in Sunbury, Pennsylvania on October 1, 1995.

The Company expects to continue to focus on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber base
and result in increased attrition in the existing subscriber base. There can be
no assurance that growth in the Company's revenues or subscriber base will
continue or that the Company will be able to achieve or sustain profitability or
positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation

The accompanying financial statements have been presented in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. However, the Company has a significant
working capital deficiency and has incurred an operating loss for the year ended
December 31, 1998. Management believes that actions presently being taken, as
described below, and the intent of the stockholders to fund the Company's
operations will provide the Company with sufficient funds to continue as a going
concern. Such actions include, but are not limited to, operating under a newly
signed telephone service agreement with a competitive local exchange carrier
which is expected to reduce the cost of telephone services provided to a
significant portion of its subscriber base, continued investments in its network
infrastructure to increase its network efficiency and capacity to serve
additional subscribers, and employing marketing strategies to increase its
subscriber base. Further, the Company believes that its stockholders will be
able to provide it with any working capital needs during the next year.

Use of Estimates

Inventory

Inventory consists of purchased goods for resale and is stated at the lower
of cost or market on the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives ranging between five to
seven years. Leasehold improvements are amortized over their useful life not to
exceed 7 years.

F-64
<PAGE>
SUNLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('Statement
No. 121'), Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be Disposed of. The Company has determined there has been no
impairment to the carrying values of such assets since inception.

Revenue Recognition

The Company recognizes Internet access revenue when the services are
provided. The Company offers contracts for Internet access that are generally
paid for in advance by customers. The Company has deferred recognizing revenue
on these advance payments and amortizes the amounts to revenue on a
straight-line basis as the services are provided. The Company records a reserve
for the estimated amount of uncollectable accounts for customers who are
provided credit terms. No revenue is recognized during a subscriber cancellation
period.

Bartered Services

The Company participates in bartered services transactions with certain
radio stations, computer retailers and subscribers. In exchange for free
Internet service from the Company, radio stations provide advertising and
computer retailers demo and refer computer buyers to the Company for Internet
access service. In addition, the Company's subscribers can participate in a
referral program in which they can earn free service up to one year and or cash,
for making valid referrals of the Company's Internet access service. These
transactions are recognized by the Company as Internet access revenues and
selling and administrative expense in equal amounts at the fair value of
Internet access services provided by the Company. For the years ended December
31, 1996, 1997, and 1998, the Company recognized bartered services transactions
in the amount of $8,894, $22,136, and $30,755, respectively.

Stock Compensation

During 1997, the Company issued 5 shares of common stock to a contractor in
exchange for $50 in cash and recorded $450 of stock compensation for services
performed.

Costs of Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs and contractor fees for distribution
of software to new subscribers.

F-65
<PAGE>
SUNLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997, and 1998 advertising and promotion costs
were $28,736, $11,489, and $41,165, respectively.

Income Taxes

Historically, the Company has elected, by the consent of its stockholders,
to be taxed under the provisions of Subchapter S of the Internal Revenue Code
(the 'Code'). Under the Subchapter S provisions of the Code, the stockholders
include the Company's corporate income in their personal income tax returns.
Accordingly, the Company was not subject to Federal and state corporate income
tax during the period for which it was an S Corporation.

The pro forma income tax information included in the statements of
operations and Note 7 is presented in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, as if the Company had
been subject to Federal and certain state income taxes for each of the years
ended December 31, 1998.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The concentration
of credit risk is mitigated by the large customer base and small accounts
receivable balances. The carrying amount of the receivables approximates their
fair value.

Sources of Supplies

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers and high-performance routers, which are important
components of its network, are each currently acquired from three sources. In
addition, some of the Company's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Company's needs as its network
infrastructure grows, then delays and increased costs in the expansion of the
Company's network infrastructure could potentially result in an adverse effect
on the Company's operating results.

Reclassifications

Certain prior year balances have been reclassified to conform to current
year presentation.

F-66
<PAGE>
SUNLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment.......................................... $483,196 $767,534
Furniture, fixtures, and office equipment................... 198 9,995
Leasehold improvements...................................... -- 2,800
-------- --------
483,394 780,329
Less accumulated depreciation............................... 83,762 209,326
-------- --------
$399,632 $571,003
-------- --------
-------- --------
</TABLE>

4. RELATED PARTY TRANSACTIONS

The Company engages Amerman & Company, which is owned and operated by
Company stockholders, to perform accounting services and prepare the Company's
Federal and state tax returns. For the years ended December 31, 1996, 1997, and
1998 the amounts paid to the stockholders for accounting services were $536,
$1,460, and $24,695, respectively.

For the years ended December 31, 1997 and 1998, the Company paid a
stockholder $2,600 and $40,000, respectively, to provide technical support and
consulting services to the Company. No technical support and consulting services
were provided by the stockholder for such services for the year ended December
31, 1996.

In addition, the Company occupies office space in a building owned by a
Company stockholder. For the year ended December 31, 1996, no rent payments were
made to this stockholder, however, rent expense and additional paid-in capital
of $1,200 was recognized. For the years ended December 31, 1997 and 1998, the
amounts paid for rent were $4,000 and $22,500, respectively.

In December 1998, a stockholder made an unsecured $123,000 loan to the
Company. The loan is due in December 28, 1999 and bears an interest rate of
8.5%.

5. NOTE PAYABLE

The Company has a short-term line of credit payable on demand with a bank
allowing for borrowings of up to $125,000. Borrowings against the line bear
interest at the bank's prime rate plus .75% at December 31, 1997. The line is
secured by and is personally guaranteed by a stockholder of the Company.
Borrowings of $90,000 were outstanding against the line at December 31, 1997.
The line of credit was paid off and terminated by the stockholders during
December, 1998.

6. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
Note payable to a bank, monthly installments of $5,027, including interest at 7.65%. The
loan is secured by Company assets and personally guaranteed by the stockholders of the
Company................................................................................. $ -- $221,586
Less current portion...................................................................... -- 44,906
-------- --------
$ -- $176,680
-------- --------
-------- --------
</TABLE>

F-67
<PAGE>
SUNLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. LONG-TERM DEBT--(CONTINUED)

The Company incurred interest related to the long-term debt of $15,422 for
the year ended December 31, 1998.

Principal payments on long-term debt are due as follows: 1999--$44,906;
2000--$48,465; 2001-- $52,305; 2002--$56,450; 2003--$19,460.

7. INCOME TAX

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com') to
sell the outstanding stock of the Company and concurrent with the related
initial public offering of OneMain.com (as more fully described in Note 8) the
Company's status as an S Corporation under the Code will automatically terminate
and Federal and state corporate income tax rates will apply. Based upon the
cumulative temporary differences, the Company would have recognized a deferred
Federal and state income tax liability of $11,223 as of December 31, 1998, had
the termination of its election to be treated as an S Corporation occurred on
that date.

The pro forma provision for income taxes is reflected on the statement of
operations for each of the three years in the period ended December 31, 1998, as
if the Company had been a C Corporation. No pro forma income tax provision or
benefit is reflected for the year ended December 31, 1996 as the Company would
have provided a full valuation allowance against the deferred tax asset had it
been a C Corporation.

8. PENDING TRANSACTION

During 1998, the Company's stockholders entered into an agreement whereby
they will sell their shares in the Company to OneMain.com. The Company's
stockholders will exchange their shares in the Company for cash and shares of
common stock of OneMain.com concurrently with the consummation of the initial
public offering of the common stock of OneMain.com. Additionally, the Company's
stockholders will be given additional consideration, contingent upon certain
operational and earnings margin requirements, which shall be equal to one-tenth
of the difference between total revenue for the Company for the 12 months ended
June 30, 1999, and the revenues for the Company for the period from April 1,
1998 through June 30, 1998, multiplied by four. Upon consummation of the
agreement, OneMain.com will become the sole stockholder of the Company.
Subsequent to the acquisition, the Company will continue to exist.

The related party transactions as described in Note 4 will be amended upon
consummation of the merger discussed above so that all continuing obligations
will be similar to terms and conditions of agreements/arrangements with
unaffiliated third parties.

F-68
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Stockholder of
LebaNet, Inc.

We have audited the accompanying balance sheets of LebaNet, Inc. as of December
31, 1997 and 1998 and the related statements of operations, stockholder's
equity, and cash flows for the period from March 1, 1996 (inception) to December
31, 1996 and for the years ended December 31, 1997 and 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of LebaNet, Inc. at December 31,
1997 and 1998 and the results of its operations and its cash flows for the
period from March 1, 1996 (inception) to December 31, 1996 and for the years
ended December 31, 1997 and 1998, in conformity with accounting principles
generally accepted in the United States.

/S/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
January 15, 1999

F-69
<PAGE>
LEBANET, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash.................................................................................... $ 43,833 $ 31,170
Accounts receivable, net of allowance for doubtful accounts of $0 in 1997 and $3,337 in
1998................................................................................. 9,495 4,758
Prepaid expenses........................................................................ -- 6,260
-------- --------
Total current assets...................................................................... 53,328 42,188
Property and equipment, net............................................................... 61,921 66,760
-------- --------
Total assets.............................................................................. $115,249 $108,948
-------- --------
-------- --------

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable........................................................................ $ 15,754 $ 2,047
Accrued expenses........................................................................ 1,520 643
Current portion of unearned revenues...................................................... 7,959 3,383
Due to stockholder........................................................................ 40,812 --
-------- --------
Total current liabilities................................................................. 66,045 6,073

Stockholder's equity:
Common stock $1 stated value, 10,000 shares authorized; 100 shares issued and
outstanding.......................................................................... 100 100
Additional paid-in capital.............................................................. 600 600
Retained earnings....................................................................... 48,504 102,175
-------- --------
Total stockholder's equity................................................................ 49,204 102,875
-------- --------
Total liabilities and stockholder's equity................................................ $115,249 $108,948
-------- --------
-------- --------
</TABLE>

See accompanying notes.

F-70
<PAGE>
LEBANET, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
MARCH 1, 1996 YEAR ENDED
(INCEPTION) TO DECEMBER 31,
DECEMBER 31, --------------------
1996 1997 1998
-------------- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues......................................................... $149,299 $179,764 $217,679
Other revenues.......................................................... -- 19,807 80,430
-------- -------- --------
Total Revenues....................................................... 149,299 199,571 298,109

COSTS AND EXPENSES:
Cost of access revenues................................................. 55,546 100,588 78,417
Cost of other revenues.................................................. -- 7,198 31,250
Operations and customer support......................................... 11,222 19,928 18,596
Sales and marketing..................................................... 623 1,949 448
General and administrative.............................................. 16,433 16,310 30,254
Depreciation............................................................ 12,758 18,670 22,743
-------- -------- --------
Total costs and expenses............................................. 96,582 164,643 181,708
-------- -------- --------
Income from operations.................................................... 52,717 34,928 116,401

OTHER EXPENSE:
Interest expense........................................................ -- (15) --
-------- -------- --------
Net income................................................................ $ 52,717 $ 34,913 $116,401
-------- -------- --------
-------- -------- --------

UNAUDITED PRO FORMA INFORMATION:
Net income.............................................................. $ 52,717 $ 34,913 $116,401
-------- -------- --------
-------- -------- --------
Pro forma provision for income taxes.................................... 21,417 14,184 47,264
-------- -------- --------
Pro forma net income (See Note 2)....................................... $ 31,300 $ 20,729 $ 69,137
-------- -------- --------
-------- -------- --------
</TABLE>

See accompanying notes.

F-71
<PAGE>
LEBANET, INC.

STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED STOCKHOLDER'S
STOCK CAPITAL EARNINGS EQUITY
------ ---------- -------- -------------
<S> <C> <C> <C> <C>
ISSUANCE OF COMMON STOCK (100 SHARES)........................... $100 $600 $ -- $ 700
Net income.................................................... -- -- 52,717 52,717
Distributions................................................. -- -- (28,701) (28,701)
---- ---- -------- ---------

BALANCE AT DECEMBER 31, 1996.................................... 100 600 24,016 24,716
Net income.................................................... -- -- 34,913 34,913
Distributions................................................. -- -- (10,425) (10,425)
---- ---- -------- ---------

BALANCE AT DECEMBER 31, 1997.................................... 100 600 48,504 49,204
Net income.................................................... -- -- 116,401 116,401
Distributions................................................. -- -- (62,730) (62,730)
---- ---- -------- ---------

BALANCE AT DECEMBER 31, 1998.................................... $100 $600 $102,175 $ 102,875
---- ---- -------- ---------
---- ---- -------- ---------
</TABLE>

See accompanying notes.

F-72
<PAGE>
LEBANET, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
MARCH 1, 1996 YEAR ENDED
(INCEPTION) TO DECEMBER 31,
DECEMBER 31, -------------------
1996 1997 1998
-------------- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income............................................................... $ 52,717 $34,913 $116,401
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation.......................................................... 12,758 18,670 22,743
Bad debt provision.................................................... -- -- 3,337
Changes in operating assets and liabilities:
Accounts receivable................................................... (5,784) (3,711) 1,400
Prepaid expenses...................................................... -- -- (6,260)
Accounts payable...................................................... 1,088 14,666 (13,707)
Accrued expenses...................................................... 1,228 292 (877)
Unearned revenues..................................................... 7,496 463 (4,576)
-------- ------- --------
Net cash provided by operating activities.................................. 69,503 65,293 118,461

INVESTING ACTIVITIES
Purchases of property and equipment................................... (22,279) (29,558) (27,582)
-------- ------- --------
Net cash used in investing activities................................. (22,279) (29,558) (27,582)

FINANCING ACTIVITIES
Distributions to stockholder.......................................... (28,701) (10,425) (62,730)
Repayment of stockholder loan......................................... -- -- (40,812)
-------- ------- --------
Net cash used in financing activities...................................... (28,701) (10,425) (103,542)
-------- ------- --------
Net increase (decrease) in cash............................................ 18,523 25,310 (12,663)
Cash at beginning of period................................................ -- 18,523 43,833
Cash at end of period...................................................... $ 18,523 $43,833 $ 31,170
-------- ------- --------
-------- ------- --------

NON-CASH TRANSACTIONS
Issuance of common stock and stockholder loan in exchange for property,
equipment and software................................................... $ 40,812 $ -- $ --
-------- ------- --------
-------- ------- --------
</TABLE>

See accompanying notes.

F-73
<PAGE>
LEBANET, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

LebaNet, Inc. (the 'Company') is a regional provider of Internet access.
The Company is also a provider of network system set-up and installations and
related equipment and software sales. The Company was incorporated in the
Commonwealth of Pennsylvania on February 21, 1996 and began marketing services
on March 1, 1996. The Company's target market is central Pennsylvania.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Property and Equipment

Equipment and software are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives of five years.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'):
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company has determined there has been no impairment to the
carrying values of such assets since inception.

Revenue Recognition

Cost of Revenues

Cost of access revenues primarily consists of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also includes
fees paid for lease of the Company's backbone, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

F-74
<PAGE>
LEBANET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
period from March 1, 1996 (inception) to December 31, 1996 and the years ended
December 31, 1997 and 1998, the Company expensed $623, $1,502, and $448
respectively, as advertising costs.

Income Taxes

Historically, the Company has elected, by the consent of its stockholder,
to be taxed under the provisions of Subchapter S of the Internal Revenue Code
(the 'Code'). Under the Subchapter S provisions of the Code, the stockholder
includes the Company's corporate income in his personal income tax return.
Accordingly, the Company was not subject to Federal and state corporate income
tax during the period for which it was an S Corporation.

The pro forma income tax information included in the statements of
operations and Note 5 is presented in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, as if the Company had
been subject to Federal and certain state income taxes for the period from March
1, 1996 (inception) to December 31, 1996 and for each of the two years ended
December 31, 1998.

Financial Instruments and Concentration of Credit Risk

Sources of Supplies

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers and high-performance routers, which are important
components of its network, are each currently acquired from three sources. In
addition, some of the Company's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Company's needs as it is
building out its network infrastructure, then delays and increased costs in the
expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment and software.............. $93,349 $120,931
Less accumulated depreciation................ 31,428 54,171
------- --------
$61,921 $ 66,760
------- --------
------- --------
</TABLE>

4. RELATED PARTY TRANSACTIONS

On March 1, 1996, the stockholder of the Company contributed property and
equipment with a fair value of $40,812 to the Company in exchange for a
non-interest bearing note payable to the stockholder. During 1998, the Company
repaid the advance to the stockholder.

F-75
<PAGE>
LEBANET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. RELATED PARTY TRANSACTIONS--(CONTINUED)

The Company provides consulting services to another corporation in which
the stockholder of the Company is also an officer and stockholder. During the
period from March 1, 1996 (inception) to December 31, 1996, the Company did not
perform any consulting services for related parties. During the years ended
December 31, 1997 and 1998, the Company recognized consulting fee revenue of
$2,600 and $40,000, respectively.

In addition, the Company paid office rent to the stockholder of the Company
for its use of the stockholder's residence on a month to month basis. During the
period from March 1, 1996 (inception) to December 31, 1996 and the years ended
December 31, 1997 and 1998, the Company recorded $5,000, $3,000, and $7,200,
respectively, as rent expense.

5. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com') to
sell the outstanding stock of the Company and concurrent with the related
initial public offering of OneMain.com (as more fully described in Note 6), the
Company's status as an S Corporation under the Code will automatically terminate
and normal Federal and state corporate income tax rates will apply. Based upon
the Company's cumulative temporary differences which arose mainly from the
difference between its book and tax depreciation methods, the Company would have
recognized a deferred Federal and state income tax liability of 26,279 as of
December 31, 1998, had the termination of its election to be treated as an S
Corporation occurred on that date.

The pro forma provision for income taxes is reflected on the statement of
operations for the period from March 1, 1996 (inception) to December 31, 1996
and for each of the two years in the period ended December 31, 1998, as if the
Company had been a C corporation.

6. PENDING TRANSACTION

During 1998, the Company's stockholder entered into an agreement whereby he
will sell his shares in the Company to OneMain.com. The Company's stockholder
will exchange his shares in the Company for cash and shares of common stock of
OneMain.com concurrently with the consummation of the initial public offering of
the common stock of OneMain.com. Additionally, the Company's stockholder will be
given additional consideration, contingent upon certain operational and earnings
margin requirements, which shall be equal to one-tenth of the difference between
total revenue for the Company for the 12 months ended June 30, 1999, and the
revenues for the Company for the period from April 1, 1998, through June 30,
1998, multiplied by four. The amount of the additional consideration will be
payable in either cash or stock, at the option of OneMain.com. Upon consummation
of the agreement, OneMain.com will become the sole stockholder of the Company.
Subsequent to the acquisition, the Company will continue to exist.

The related party transactions as described in Note 4 will be amended upon
consummation of the acquisition discussed above so that all continuing
obligations will be similar to terms and conditions of agreements/arrangements
with unaffiliated third parties.

F-76
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
SouthWind Internet Access, Inc.

We have audited the accompanying balance sheet of SouthWind Internet Access,
Inc. as of December 31, 1998, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SouthWind Internet Access, Inc.
at December 31, 1998, and the results of its operations and its cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States.

/s/ ERNST & YOUNG LLP

Wichita, Kansas
January 25, 1999,
except for Note 10, as to which
the date is February 11, 1999

F-77
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of
SouthWind Internet Access, Inc.

We have audited the accompanying balance sheet of SouthWind Internet Access,
Inc. as of December 31, 1997, and the related statements of operations, changes
in stockholders' equity and cash flows for each of the two years in the period
ended December 31, 1997. 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 generally accepted auditing
standards. 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 SouthWind Internet Access, Inc.
as of December 31, 1997, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.

/s/ GRANT THORNTON, LLP

Wichita, Kansas
October 23, 1998

F-78
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................... $ 74,720 $ 20,070
Accounts receivable, net of allowance for doubtful accounts of $12,568
and $6,020 at December 31, 1997 and 1998, respectively............................... 23,346 40,600
Prepaid expenses........................................................................ 6,139 10,524
Other current assets.................................................................... -- 395
-------- --------
Total current assets................................................................. 104,205 71,589
Property and equipment, net............................................................... 504,552 545,289
Intangible assets, net.................................................................... 579 2,781
-------- --------
Total assets......................................................................... $609,336 $619,659
-------- --------
-------- --------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................................ $ 608 $ 16,427
Accrued expenses........................................................................ 24,147 36,055
Unearned revenues....................................................................... 47,458 65,919
Current maturities of long-term debt.................................................... 68,590 13,091
Current maturities of capital lease obligations......................................... 260 --
-------- --------
Total current liabilities............................................................ 141,063 131,492
Long-term debt, net of current maturities................................................. 70,433 23,673
Stockholders' equity:
Common stock, no par value, 2,000 shares authorized,
1,000 shares issued and outstanding.................................................. 45,000 45,000
Retained earnings....................................................................... 352,840 419,494
-------- --------
Total stockholders' equity........................................................... 397,840 464,494
-------- --------
Total liabilities and stockholders' equity........................................... $609,336 $619,659
-------- --------
-------- --------
</TABLE>

See accompanying notes.

F-79
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues......................................................... $727,383 $1,317,530 $2,032,310
Other revenues.......................................................... 109,204 120,318 138,094
-------- ---------- ----------
Total revenues....................................................... 836,587 1,437,848 2,170,404
COSTS AND EXPENSES:
Cost of access revenues................................................. 234,746 352,193 637,071
Cost of other revenues.................................................. 7,143 12,605 71,523
Operations and customer support......................................... 169,251 302,674 437,890
Sales and marketing..................................................... 36,499 59,630 83,200
General and administrative.............................................. 137,677 230,065 450,652
Depreciation and amortization........................................... 64,075 115,495 160,271
-------- ---------- ----------
Total costs and expenses............................................. 649,391 1,072,662 1,840,607
-------- ---------- ----------
Income from operations.................................................... 187,196 365,186 329,797
OTHER INCOME (EXPENSE):
Interest income......................................................... 1,670 5,464 623
Interest expense........................................................ (13,262) (11,665) (10,523)
Other................................................................... (3) -- 5,556
-------- ---------- ----------
Net income................................................................ $175,601 $ 358,985 $ 325,453
-------- ---------- ----------
-------- ---------- ----------
UNAUDITED PRO FORMA INFORMATION:
Net income.............................................................. $175,601 $ 358,985 $ 325,453
Pro forma income tax provision.......................................... 58,586 138,327 126,750
-------- ---------- ----------
Pro forma net income.................................................... $117,015 $ 220,658 $ 198,703
-------- ---------- ----------
-------- ---------- ----------
</TABLE>

See accompanying notes.

F-80
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
RETAINED
COMMON STOCK EARNINGS TOTAL
----------------- (ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT DEFICIT) EQUITY
------ ------- ------------ -------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995.................................... 1,000 $45,000 $(13,746) $ 31,254
Net income.................................................... -- -- 175,601 175,601
------ ------- -------- ---------
BALANCE AT DECEMBER 31, 1996.................................... 1,000 45,000 161,855 206,855
Net income.................................................... -- -- 358,985 358,985
Distributions to stockholders................................. -- -- (168,000) (168,000)
------ ------- -------- ---------
BALANCE AT DECEMBER 31, 1997.................................... 1,000 45,000 352,840 397,840
Net income.................................................... -- -- 325,453 325,453
Distributions to stockholders................................. -- -- (258,799) (258,799)
------ ------- -------- ---------
BALANCE AT DECEMBER 31, 1998.................................... 1,000 $45,000 $419,494 $ 464,494
------ ------- -------- ---------
------ ------- -------- ---------
</TABLE>

See accompanying notes.

F-81
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income................................................................... $175,601 $358,985 $325,453
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.............................................. 64,075 115,495 160,271
Provision for doubtful accounts............................................ -- 12,568 17,828
Gain on disposal of property and equipment................................. -- -- (3,385)
Other...................................................................... (540) -- --
Changes in operating assets and liabilities:
Accounts receivable..................................................... (19,830) 10 (35,082)
Prepaid expenses........................................................ -- (6,139) (4,385)
Other current assets.................................................... -- -- (395)
Accounts payable........................................................ (8,206) (10,292) 15,819
Accrued expenses........................................................ 5,220 10,366 11,908
Unearned revenues....................................................... 18,641 18,568 18,461
-------- -------- --------
Net cash provided by operating activities.................................... 234,961 499,561 506,493

INVESTING ACTIVITIES:
Purchases of property and equipment.......................................... (271,563) (276,081) (204,857)
Proceeds from disposal of property and equipment............................. -- -- 7,234
Purchase of intangible assets................................................ -- -- (2,202)
-------- -------- --------
Net cash used in investing activities........................................ (271,563) (276,081) (199,825)

FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt..................................... 110,000 10,000 --
Principal payments of long-term debt......................................... (28,897) (37,855) (102,259)
Payments on obligations under capital leases................................. (3,182) (348) (260)
Distributions to stockholders................................................ -- (168,000) (258,799)
-------- -------- --------
Net cash provided by (used in) financing activities.......................... 77,921 (196,203) (361,318)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents......................... 41,319 27,277 (54,650)
Cash and cash equivalents at beginning of period............................. 6,124 47,443 74,720
-------- -------- --------
Cash and cash equivalents at end of period................................... $ 47,443 $ 74,720 $ 20,070
-------- -------- --------
-------- -------- --------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest....................................................... $ 10,643 $ 12,406 $ 10,523
-------- -------- --------
-------- -------- --------
</TABLE>

See accompanying notes.

F-82
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1997 AND 1998

1. ORGANIZATION

SouthWind Internet Access, Inc. (the 'Company') is a regional provider of
Internet access, as well as design and hosting services for world wide web
sites. The Company was incorporated in Kansas on July 6, 1994, and began
marketing services in October 1994. The Company's targeted market is the state
of Kansas.

The Company expects to continue focusing on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services, and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to sustain profitability or
positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Reclassifications

Certain balances in the 1996 and 1997 financial statements have been
reclassified to conform to the 1998 presentation.

Property and Equipment

Property and equipment, including leasehold improvements, are stated at
cost. Depreciation is calculated using the straight-line method over the
estimated useful lives ranging between three and seven years. Leasehold
improvements are amortized over the lesser of the related lease term or the
estimated useful life, using the straight-line method.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards (SFAS) No. 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of assets
during the years ended December 31, 1996, 1997, and 1998.

F-83
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Revenue Recognition

The Company provides internet access services to certain organizations in
exchange for advertising. Revenue and corresponding advertising expense in the
amount of $62,053 was recorded during the year ended December 31, 1998 relating
to these non-monetary transactions. Similar non-monetary transactions were not
significant in 1997 and 1996. The Company values these non-monetary transactions
based upon the fair value of the internet access services provided.

Cost of Revenues

Cost of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also include
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997, and 1998, the Company expensed $9,201,
$4,583 and $67,128, respectively, as advertising costs. As noted above, $62,053
of costs recorded in 1998 related to non-monetary transactions.

Income Taxes

Historically, the Company has elected, by the consent of its stockholders,
to be taxed under the provisions of Subchapter S of the Internal Revenue Code
(the 'Code'). Under the provisions of the Code, the stockholders include the
Company's corporate income in their personal income tax returns. Accordingly,
the Company was not subject to federal and state corporate income tax during the
period for which it was an S Corporation.

The unaudited pro forma income tax information included in the statements
of operations and Note 6 is presented in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, as if the
Company had been subject to federal and certain state income taxes for the years
ended December 31, 1996, 1997, and 1998.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high-credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
payment history and generally does not require collateral. The Company maintains
reserves for credit losses, and such losses have been within management's
expectations. The carrying amount of the receivables approximates their fair
value.

F-84
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Sources of Supplies

In addition, some of the Company's suppliers have limited resources and
production capacity. If the suppliers are unable to meet the Company's needs as
it is building out its network infrastructure, then delays and increased costs
in the expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
-------- --------
<S> <C> <C>
Computer equipment........................................................................ $666,605 $795,190
Furniture, fixtures, and office equipment................................................. 12,251 68,240
Leasehold improvements.................................................................... 26,477 35,098
-------- --------
705,333 898,528
Less accumulated depreciation and amortization............................................ 200,781 353,239
-------- --------
$504,552 $545,289
-------- --------
-------- --------
</TABLE>

F-85
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1997 AND 1998

4. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1998
------- -------
<S> <C> <C>
Note payable to bank in monthly installments of $1,150 at the bank's base rate plus 1.00%,
due December 1999, collateralized by all assets of the Company............................ $24,848 $ --
Note payable to bank in monthly installments of $516 at the bank's base rate plus 1.00%, due
May 1999, collateralized by all assets of the Company..................................... 7,421 --
Note payable to the City of Halstead, Kansas in monthly installments of $271 at 6.00%, due
August 2002............................................................................... 12,980 --
Note payable to the City of Hesston, Kansas in monthly installments of $308 at 6.00%, due
November 2001............................................................................. 12,705 --
Note payable to the City of Marion, Kansas in monthly installments of $145 at 6.00%, due
April 2002, collateralized by computer and communications equipment....................... 6,513 5,245
Note payable to the City of Hillsboro, Kansas in monthly installments of $193 at 6.00% due
October 2002, collateralized by computer and communications equipment..................... 10,000 7,927
Note payable to the City of Peabody, Kansas in monthly installments of $182 at 6.00%, due
July 2002, collateralized by computer and communications equipment........................ 7,500 7,023
Unsecured notes payable to officers and members of their families representing advances of
working capital at interest rates ranging from 7.00% to 10.00%, due through July 2001..... 57,056 16,569
------- -------
139,023 36,764
Less current portion........................................................................ 68,590 13,091
------- -------
$70,433 $23,673
------- -------
------- -------
</TABLE>

The Company received funding from various cities in Kansas, in the form of
notes payable, to establish dial-up internet access service in the respective
calling areas. The loan agreements require the Company to maintain such internet
access for a period of at least 12 months.

As of December 31, 1998, principal payments on long-term debt are due as
follows: 1999--$13,091; 2000--$11,303; 2001--$8,674; 2002--$3,696.

5. LEASE COMMITMENTS

The Company leases office space under a non-cancelable operating lease
agreement. The lease generally provides for renewal terms, and the Company is
required to pay a portion of the common areas' expenses including maintenance,
real estate taxes, and other expenses. Rent expense for the years ended December
1996, 1997, and 1998, was $12,849, $26,011, and $58,437, respectively. In
December 1998, the Company entered into another lease agreement for additional
office space.

Minimum future lease payments under operating leases are summarized as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
1999............................................. $ 72,688
2000............................................. 75,443
2001............................................. 75,443
2002............................................. 50,296
--------
Total minimum lease payments..................... $273,870
--------
--------
</TABLE>

F-86
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1997 AND 1998

5. LEASE COMMITMENTS--(CONTINUED)

In December 1998, the Company entered into another lease agreement for
additional office space. This agreement provides that costs of remodeling the
space up to $25,500 will be paid by the lessor and billed to the Company as
additional rent, including interest at 9%, over the lease term.

6. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com')
and concurrent with the related initial public offering of OneMain.com (as more
fully described in Note 9), the Company's status as an S Corporation under the
Internal Revenue Code will automatically terminate and normal federal and state
corporate income tax rates will apply. Based upon the cumulative temporary
differences, the Company will recognize a deferred federal and state income tax
liability of $21,430 as of December 31, 1998 upon the termination of its
election to be treated as an S Corporation.

7. DISTRIBUTIONS

The Company makes distributions to its stockholders for the purpose of
paying federal and state income taxes, including required estimated tax payments
associated with the Company's taxable income which must be reported on the
individual stockholder's income tax returns. The Company made distributions of
$68,275 in 1998 associated with the Company's 1997 taxable income. In addition,
beginning in 1998, the Company began making distributions to stockholders on a
monthly basis equal to approximately 50% of the Company's monthly net income or
$190,524 for the year ended December 31, 1998.

8. RETIREMENT PLAN

Effective July 1, 1998, the Company established a Simple Individual
Retirement Account (IRA) Plan. Full-time and part-time employees are eligible to
participate after 90 days of employment and one year of employment,
respectively. Each year, participants may contribute up to $6,000 of their
annual pre-tax compensation, subject to annual changes based on the Internal
Revenue Code. The Company makes a matching contribution from 1% to 3% of each
participant's salary. Total employer contributions during 1998 were $10,862.

9. PENDING TRANSACTION

During 1998, the Company's stockholders entered into an agreement whereby
they will sell their shares in the Company to OneMain.com. The Company's
stockholders will exchange their shares in the Company for cash and shares of
common stock of OneMain.com concurrently with the consummation of the initial
public offering of the common stock of OneMain.com. Additionally, the Company's
stockholders will be given additional consideration, contingent upon certain
operational and earnings margin requirements, which shall be equal to one-tenth
of the difference between total revenue for the Company for the 12 months ended
June 30, 1999, and the revenues for the Company for the period from April 1,
1998 through June 30, 1998, multiplied by four. The amount of the additional
consideration will be payable in either cash or stock, at the option of
OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole stockholder of the Company. Subsequent to the acquisition, the Company will
continue to exist.

10. LINE OF CREDIT--SUBSEQUENT EVENT

Effective February 11, 1999, the Company entered into a short-term line of
credit agreement which provides for borrowings up to $67,000. In addition, the
Company has entered into commitments to purchase computer equipment of
approximately $65,000.

F-87
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Horizon Internet Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Horizon Internet
Technologies, Inc. as of December 31, 1997 and 1998, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Horizon Internet
Technologies, Inc. at December 31, 1997 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with accounting principles generally accepted
in the United States.

/s/ ERNST & YOUNG LLP

Birmingham, Alabama
January 29, 1999

F-88
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ -- $ --
Accounts receivable, net of allowance for doubtful accounts $1,802 and $27,766 at
December 31, 1997 and 1998, respectively....................................... 9,075 62,572
Other current assets.............................................................. 928 2,088
Investment in MoCom............................................................... (1,176) --
--------- ----------
Total current assets................................................................ 8,827 64,660
Property and equipment, net......................................................... 165,262 335,290
Intangibles, net.................................................................... -- 150,614
Other assets........................................................................ 3,755 7,562
--------- ----------
Total assets................................................................... $ 177,844 $ 558,126
--------- ----------
--------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable..................................................................... $ 21,260 $ 275,000
Notes payable to stockholder...................................................... 48,413 52,066
Accounts payable.................................................................. 35,308 15,273
Accrued expenses.................................................................. 1,294 16,781
Excess of outstanding checks over bank balance.................................... 17,065 50,871
Unearned revenues................................................................. 3,937 12,594
Current portion of long-term debt................................................. 51,204 45,120
Current portion of capital leases payable......................................... 8,182 24,094
--------- ----------
Total current liabilities........................................................... 186,663 491,799
Long-term debt, net of current portion.............................................. 25,185 58,901
Capital lease obligations, net of current portion................................... 15,482 23,684
Stockholders' equity (deficit):
Common stock; $1 par value, 100,000 authorized, 3,000 shares issued and
outstanding.................................................................... 3,000 3,000
Additional paid-in capital........................................................ 19,065 19,065
Accumulated deficit............................................................... (71,551) (38,323)
--------- ----------
Total stockholders' equity (deficit)................................................ (49,486) (16,258)
--------- ----------
Total liabilities and stockholders' equity.......................................... $ 177,844 $ 558,126
--------- ----------
--------- ----------
</TABLE>

See accompanying notes.

F-89
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

COSTS AND EXPENSES:
Cost of access revenues................................................. 60,423 160,225 370,567
Cost of other revenues.................................................. 16,034 42,564 50,017
Operations and customer support......................................... 2,563 7,782 48,916
Sales and marketing..................................................... 1,737 44,684 166,582
General and administrative.............................................. 57,304 204,489 390,244
Equity in losses of MoCom............................................... -- 2,176 5,501
Amortization............................................................ 672 671 4,345
Depreciation............................................................ 9,602 25,093 66,611
-------- ---------- ----------
Total costs and expenses............................................. 148,335 487,684 1,102,783
-------- ---------- ----------
Income (loss) from operations............................................. 351 (53,069) 58,404

OTHER INCOME (EXPENSE):
Gain on disposal of property and equipment.............................. -- -- 7,458
Interest expense........................................................ (1,299) (3,785) (32,634)
-------- ---------- ----------
Net (loss) income......................................................... $ (948) $ (56,854) $ 33,228
-------- ---------- ----------
-------- ---------- ----------
</TABLE>

See accompanying notes.

F-90
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
TOTAL
COMMON STOCK ADDITIONAL STOCKHOLDERS'
---------------- PAID IN ACCUMULATED EQUITY
SHARES AMOUNT CAPITAL DEFICIT (DEFICIT)
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995.......................... 3,000 $3,000 $ 19,000 $ (13,749) $ 8,251
Net loss............................................ -- -- -- (948) (948)
Additional capital.................................. -- -- 64 -- 64
----- ------ -------- --------- ---------
BALANCE AT DECEMBER 31, 1996.......................... 3,000 3,000 19,064 (14,697) 7,367
Net loss............................................ -- -- -- (56,854) (56,854)
Additional capital.................................. -- -- 1 -- 1
----- ------ -------- --------- ---------
BALANCE AT DECEMBER 31, 1997.......................... 3,000 3,000 19,065 (71,551) (49,486)
Net income.......................................... -- -- -- 33,228 33,228
----- ------ -------- --------- ---------
BALANCE AT DECEMBER 31, 1998.......................... 3,000 $3,000 $ 19,065 $ (38,323) $ (16,258)
----- ------ -------- --------- ---------
----- ------ -------- --------- ---------
</TABLE>

See accompanying notes.

F-91
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income............................................................ $ (948) $(56,854) $ 33,228
Adjustments to reconcile net (loss) income to net cash (used in) provided
by operating activities:
Gain on disposal........................................................ -- -- (7,458)
Depreciation and amortization........................................... 10,274 25,764 70,956
Provision for doubtful accounts......................................... -- -- 25,964
Changes in operating assets and liabilities:
Accounts receivable..................................................... (9,092) 443 (75,596)
Other current assets.................................................... (7,260) 6,332 (395)
Equity in loss of MoCom................................................. -- 2,176 (5,501)
Other assets............................................................ (623) 230 (3,978)
Accounts payable........................................................ (8,231) 30,712 (20,035)
Accrued expenses........................................................ 1,188 106 (24,121)
Excess of outstanding checks over bank balance.......................... 8,075 8,990 37,650
Unearned revenues....................................................... 447 3,437 8,657
------- -------- --------
Net cash (used in) provided by operating activities............................ (6,170) 21,336 39,371

INVESTING ACTIVITIES
Proceeds from sale on property and equipment................................. -- -- 10,750
Purchases of property and equipment.......................................... (41,279) (108,138) (163,107)
Acquisition of business, net of cash......................................... -- (1,000) (124,557)
------- -------- --------
Net cash used in investing activities........................................ (41,279) (109,138) (276,914)

FINANCING ACTIVITIES
Principal payments on capital lease.......................................... -- -- (23,030)
Proceeds from issuance debt.................................................. 43,091 87,801 304,120
Principal payments on debt................................................... -- -- (43,547)
Proceeds from sale of stock and capital contributions........................ 64 1 --
------- -------- --------
Net cash provided by financing activities...................................... 43,155 87,802 237,543
------- -------- --------
Net decrease in cash and cash equivalents...................................... (4,294) -- --
Cash and cash equivalents at beginning of year................................. 4,294 -- --
------- -------- --------
Cash and cash equivalents at end of year....................................... $ -- $ -- $ --
------- -------- --------
------- -------- --------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest......................................................... $ 123 $ 2,861 $ 27,090
------- -------- --------
------- -------- --------
Capital lease obligation incurred.............................................. $ -- $ 23,664 $ 47,144
------- -------- --------
------- -------- --------
</TABLE>

See accompanying notes.

F-92
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

1. ORGANIZATION

Horizon Internet Technologies, Inc. (the 'Company') is a regional provider
of Internet access. The Company was incorporated in Kansas on July 26, 1995. The
Company's targeted markets include Missouri, Oklahoma and Kansas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, MoCom Corporation (see Note 3.). All
significant intercompany balances and transactions have been eliminated.

Reclassifications

Certain reclassifications have been made to the 1997 and 1996 consolidated
financial statements to conform to the 1998 presentation.

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives ranging between three
to five years.

Intangibles

The Company capitalizes a portion of the purchase price paid to acquire
customer bases from Internet service providers ('ISPs'). Amortization is
provided using straight line method over five years commencing when the customer
base is received. Accumulated amortization of intangible cost was $1,490 and
$5,835 at December 31, 1997 and 1998, respectively.

F-93
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997 and 1998.

Revenue Recognition

The Company recognizes Internet access revenues when the services are
provided. The Company offers contracts for Internet access that are generally
paid for in advance by customers. The Company has deferred recognizing revenues
on these advance payments and amortizes the amounts to revenues on a
straight-line basis as the services are provided.

Costs of Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs and contractor fees for distribution
of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997 and 1998, the Company expensed $1,737,
$7,531 and $21,144, respectively, as advertising costs.

Income Taxes

Historically, the Company had elected by the consent of its stockholders to
be taxed under the provisions of Subchapter S of the Internal Revenue Code (the
'Code'). Under the Subchapter S provisions of the Code, the stockholders include
the Company's corporate income or loss in their personal income tax returns.
Accordingly, the Company was not subject to federal and state corporate income
tax during the period for which it was an S Corporation.

If the Company had been subject to federal and certain state income taxes
for each of the three years and the period ended December 31, 1998, the Company
would have been in a net deferred tax asset position which would have been fully
offset by a valuation allowance. Any tax benefit or provision for those years
also would have been fully offset by changes in the deferred tax asset valuation
allowance. Therefore, unaudited pro-forma income tax information is not
presented in accordance with Statement of Financial Accounting Standards No.
109, 'Accounting for Income Taxes,' as if the Company had been subject to
federal and certain state income taxes.

Financial Instruments and Concentration of Credit Risk

F-94
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Sources of Supplies

The Company relies on local telephone companies and other companies to
provide data communications. Although management believes alternative
telecommunication facilities could be found in a timely manner, any disruption
of these services could have an adverse effect on operations.

3. ACQUISITION OF MOCOM

During 1997, the Company purchased 650 shares, or 32.5%, of the stock of
MoCom. On November 2, 1998, the Company acquired the remaining interest from
four shareholders for $124,557, net of cash. MoCom, which began operations in
October 1997, is a regional provider of Internet access in the Missouri area.
MoCom was accounted for using the equity method of accounting through November
2, 1998. Subsequently, the financial statements of MoCom have been accounted for
on a consolidated basis with the Company. The acquisition has been accounted for
using the purchase method and, accordingly, assets acquired and liabilities
assumed have been recorded at their estimated fair values as of November 2,
1998.

The unaudited pro forma results of operations set forth below assumes the
acquisition of MoCom had occurred at the beginning of the years presented.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Revenues.................................................. $437,472 $1,241,425
-------- ----------
Net loss.................................................. $(98,759) $ (9,427)
-------- ----------
-------- ----------
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment.......................................... $191,749 $398,859
Furniture, fixtures, and office equipment................... 8,872 25,905
-------- --------
200,621 424,764
Less accumulated depreciation............................... (35,359) (89,474)
-------- --------
$165,262 $335,290
-------- --------
-------- --------
</TABLE>

5. NOTES PAYABLE

The Company has a short-term line of credit with a bank allowing for
borrowings of up to $75,000 subject to a borrowing base that is calculated based
upon defined levels of accounts receivable and equipment. Borrowings against the
line of credit bear interest at 9.75% at December 31, 1998. The line is secured
by the assets of, and is personally guaranteed by, the President and the Vice
President of the Company. At December 31, 1998, borrowings under this line of
credit were $75,000. Notes payable also includes $200,000 of unsecured notes
payable to the bank with interest rates at 8.5% to 9.25%.

F-95
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

6. RELATED PARTY TRANSACTIONS

The Company purchased computer equipment from, and paid sales commissions
to, a related party for the years ended December 31, 1997 and 1998, in the
amounts of $23,741 and $37,505, respectively.

The Company had a dealer incentive agreement with a related party for the
years ended December 31, 1997 and 1998. A twenty-five percent commission was
paid on access revenues generated by the related party. Commissions paid under
this agreement for the years ended December 31, 1997 and 1998 totaled $20,914
and $53,559, respectively.

7. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1997 1998
---- ----
<S> <C> <C>
Note payable to a bank bearing interest at 10% per annum,
monthly principal and interest payments of $1,291, and
maturing October 2000...................................... $37,418 $ 27,025
Line of credit with a bank bearing interest at 9.75% per
annum, with no monthly principal and interest payments.
The line expires February 2000............................. 38,971 --
Note payable to a bank bearing interest at 9.75% per annum,
monthly principal and interest payments of $2,891, and
maturing May 2001.......................................... -- 76,996
------- --------
76,389 104,021
Less current portion......................................... (51,204) (45,120)
------- --------
$25,185 $ 58,901
------- --------
------- --------
</TABLE>

Principal payments on long-term debt are due as follows: 1999--$45,120;
2000--$43,873; and 2001--$15,028.

8. COMMITMENTS

Lease Commitments

The Company leases office space and various office and computer equipment
under non-cancelable operating lease agreements. The leases generally provide
for renewal terms and the Company is required to pay a portion of the common
areas' expenses including maintenance, real estate taxes and other expense. Rent
expense for the years ended December 31, 1996, 1997 and 1998 was $1,562, $7,732
and $36,627, respectively.

The Company leases certain computer and office equipment under an agreement
which has been accounted for as a capital lease. The related equipment had a
cost of $26,000 and $73,143 as of December 31, 1997 and 1998, and accumulated
amortization of $2,336 and $16,579 as of December 31, 1997 and 1998. The
agreements require monthly payments of $2,537 and expire during 2001.

F-96
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

8. COMMITMENTS--(CONTINUED)

Minimum future lease payments under operating leases together with the
present value of the net minimum lease payments under capital leases are
summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------
OPERATING CAPITAL
--------- --------
<S> <C> <C>
1999......................................................... $15,892 $30,448
2000......................................................... 9,773 25,168
2001......................................................... -- 287
------- -------
Total minimum lease payments....................... $25,665 $55,903
-------
-------
Less amounts representing interest........................... (8,125)
-------
Present value of minimum lease payments...................... $47,778
-------
-------
</TABLE>

9. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com') to
sell the outstanding stock of the Company and concurrent with the related
initial public offering of OneMain.com (as described more fully in Note 10), the
Company's status as an S Corporation under the Code will automatically terminate
and normal federal and state corporate income tax rates will apply. Based upon
the cumulative temporary differences, the Company would have recognized a
deferred federal and state income tax benefit and asset of $8,525 as of December
31, 1998.

10. PENDING TRANSACTION

During 1998, the Company's stockholders entered into an agreement whereby
they will sell their shares in the Company to OneMain.com. The Company's
stockholders will exchange their shares in the Company for cash and shares of
common stock of OneMain.com concurrently with the consummation of the initial
public offering of the common stock of OneMain.com. Additionally, the Company's
stockholders will be given additional consideration, contingent upon certain
operational and earnings margin requirements, which shall be equal to one-tenth
of the difference between total revenue for the Company for the 12 months ended
June 30, 1999 and the revenues for the Company for the period from April 1, 1998
through June 30, 1998 multiplied by four. The amount of the additional
consideration will be payable in either cash or stock, at the option of
OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole stockholder of the Company. Subsequent to the acquisition, the Company will
continue to exist.

The related party transactions as described in Note 6 will be amended upon
consummation of the merger discussed above so that all continuing obligations
will be similar to terms and conditions of agreements/arrangements with
unaffiliated third parties.

F-97
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders of
United States Internet, Inc.

We have audited the accompanying balance sheet of United States Internet, Inc.
as of December 31, 1997, and the related statements of operations, stockholders'
deficiency and cash flows for each of the years in the two year period ended
December 31, 1997. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United States Internet, Inc. at
December 31, 1997, and the results of its operations and its cash flows for each
of the years in the two year period ended December 31, 1997, in conformity with
generally accepted accounting principles.

/s/ COULTER & JUSTUS, P.C.

Knoxville, Tennessee
November 4, 1998

F-98
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
United States Internet, Inc.

We have audited the accompanying balance sheet of United States Internet, Inc.
as of December 31, 1998, and the related statements of operations, stockholders'
deficit and cash flows for the year then ended. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United States Internet, Inc. at
December 31, 1998, and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States.

As discussed in Note 2 to the financial statements, the Company's working
capital deficiency and losses from operations raise substantial doubt about its
ability to continue as a going concern. Management's plans as to these matters
are also described in Note 2. The 1998 financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia
February 26, 1999

F-99
<PAGE>
UNITED STATES INTERNET, INC.

BALANCE SHEETS

Property and equipment, net.......................................................... 1,425,840 3,311,853
Intangible assets, net............................................................... 307,023 4,316,530
Other assets......................................................................... 10,424 14,139
---------- -----------
Total assets.................................................................. $2,228,337 $ 8,855,270
---------- -----------
---------- -----------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable................................................................... $ 610,322 $ 870,583
Accrued expenses................................................................... 132,758 337,173
Unearned revenues.................................................................. 442,192 586,450
Current portion of long-term debt.................................................. 42,116 976,583
Current portion of capital lease obligations....................................... 364,808 682,654
Current portion of stockholder notes payable....................................... 881,708 145,418
---------- -----------
Total current liabilities..................................................... 2,473,904 3,598,861

Stock appreciation rights liability.................................................. 1,763,357 5,104,035
Long-term debt, net of current portion............................................... 327,184 2,520,186
Capital lease obligations, net of current portion.................................... 370,185 479,243
Stockholder notes payable, net of current portion.................................... 76,441 179,029
Other liabilities.................................................................... 16,500 --
---------- -----------
Total liabilities............................................................. 5,027,571 11,881,354

Stockholders' deficit:
Common stock, no par value, authorized 5,000,000 shares, issued 1,449,375 and
1,898,137 shares, at December 31, 1997 and 1998, respectively................... 2,600,351 7,448,105
Accumulated deficit................................................................ (5,399,585) (10,474,189)
---------- -----------
Total stockholders' deficit................................................... (2,799,234) (3,026,084)
---------- -----------
Total liabilities and stockholders' deficit................................... $2,228,337 $ 8,855,270
---------- -----------
---------- -----------
</TABLE>

See accompanying notes.

F-100
<PAGE>
UNITED STATES INTERNET, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues.................................................... $ 2,140,140 $ 3,818,961 $ 6,011,020
Other revenues..................................................... 366,592 354,842 503,632
----------- ----------- -----------
Total revenues................................................ 2,506,732 4,173,803 6,514,652

COSTS AND EXPENSES:
Cost of access revenues............................................ 771,143 1,612,430 3,051,699
Cost of other revenues............................................. 160,517 386,798 123,110
Operations and customer support.................................... 786,378 886,285 1,174,588
Sales and marketing................................................ 743,880 548,011 951,393
General and administrative......................................... 1,090,916 1,106,803 1,457,462
Stock appreciation expense (benefit)............................... 581,378 (598,861) 3,340,678
Amortization....................................................... 23,492 132,612 477,952
Depreciation, including depreciation on assets held under capital
leases.......................................................... 199,943 326,131 587,551
----------- ----------- -----------
Total costs and expenses...................................... 4,357,647 4,400,209 11,164,433
----------- ----------- -----------

Loss from operations................................................. (1,850,915) (226,406) (4,649,781)

OTHER INCOME (EXPENSE):
Interest income.................................................... 6,681 5,983 28,797
Interest expense................................................... (146,148) (268,869) (311,946)
Miscellaneous...................................................... 15,239 32,997 (141,674)
----------- ----------- -----------
Net other expense.................................................. (124,228) (229,889) (424,823)
----------- ----------- -----------
Net loss........................................................... $(1,975,143) $ (456,295) $(5,074,604)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See accompanying notes.

F-101
<PAGE>
UNITED STATES INTERNET, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
TOTAL
COMMON ACCUMULATED STOCKHOLDERS'
STOCK DEFICIT DEFICIT
---------- ------------ -------------

<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995......................................... $1,114,405 $ (2,968,147) $ (1,853,742)
Net loss........................................................... -- (1,975,143) (1,975,143)
Issuance of common stock........................................... 503,456 -- 503,456
Stock warrants issued.............................................. 17,507 -- 17,507
---------- ------------ -------------
BALANCE AT DECEMBER 31, 1996......................................... 1,635,368 (4,943,290) (3,307,922)
Net loss........................................................... -- (456,295) (456,295)
Issuance of common stock........................................... 951,827 951,827
Stock warrants issued.............................................. 13,156 -- 13,156
---------- ------------ -------------
BALANCE AT DECEMBER 31, 1997......................................... 2,600,351 (5,399,585) (2,799,234)
Net loss........................................................... -- (5,074,604) (5,074,604)
Issuance of common stock........................................... 4,607,049 -- 4,607,049
Stock warrants issued.............................................. 240,705 -- 240,705
---------- ------------ -------------
BALANCE AT DECEMBER 31, 1998......................................... $7,448,105 $(10,474,189) $ (3,026,084)
---------- ------------ -------------
---------- ------------ -------------
</TABLE>

See accompanying notes.

F-102
<PAGE>
UNITED STATES INTERNET, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss............................................................... $(1,975,143) $(456,295) $(5,074,604)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization........................................ 277,448 549,315 1,065,503
Provision for doubtful accounts...................................... 225,763 141,316 334,455
Amortization of debt discount........................................ -- -- 64,033
Stock appreciation expense (benefit)................................. 581,378 (598,861) 3,340,678
Debt conversion expense.............................................. -- -- 108,915
Employee stock compensation expense.................................. -- -- 60,000
(Gain) loss on sale or disposal of equipment......................... (6,971) (26,158) 39,117
Changes in operating assets and liabilities, net of effects from
purchase of businesses:
Accounts receivable............................................... (291,737) (140,150) (609,199)
Inventory......................................................... (21,019) 14,168 (40,609)
Prepaid expenses.................................................. (14,694) (16,774) (91,211)
Other assets...................................................... (10,995) 908 2,828
Accounts payable.................................................. 77,588 80,081 (94,952)
Accrued expenses and other liabilities............................ 95,039 33,640 151,208
Unearned revenues................................................. 137,580 202,827 102,445
Other liabilities................................................. -- -- (16,500)
----------- --------- -----------
Net cash used in operating activities.................................. (925,763) (215,983) (657,893)
INVESTING ACTIVITIES
Purchases of property and equipment.................................... (883,193) (184,636) (1,521,202)
Proceeds from sale of property and equipment........................... 463,273 142,697
Business acquisitions, net of cash acquired............................ -- -- (168,988)
Purchase of customer lists............................................. (116,992) (43,259) (90,002)
----------- --------- -----------
Net cash used in investing activities.................................. (536,912) (85,198) (1,780,192)
FINANCING ACTIVITIES
Net proceeds under line of credit...................................... 135,000 -- --
Proceeds from issuance of long-term debt............................... 1,199,018 66,700 3,132,760
Principal payments on long-term debt................................... (14,986) (33,307) (76,030)
Payments on obligations under capital leases........................... (42,675) (232,033) (464,275)
Proceeds from issuance of stockholder notes............................ -- -- 35,000
Principal payments of stockholder notes................................ -- -- (230,185)
Net proceeds from issuance of common stock............................. 259,685 533,773 116,927
----------- --------- -----------
Net cash provided by financing activities.............................. 1,536,042 335,133 2,514,197
----------- --------- -----------
Net increase in cash and cash equivalents.............................. 73,367 33,952 76,112
Cash and cash equivalents at beginning of year......................... 90,840 164,207 198,159
----------- --------- -----------
Cash and cash equivalents at end of year............................... $ 164,207 $ 198,159 $ 274,271
----------- --------- -----------
----------- --------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest................................................. $ 62,731 $ 210,795 $ 247,913
----------- --------- -----------
----------- --------- -----------
Capital lease obligations incurred..................................... $ 509,893 $ 405,131 $ 739,688
----------- --------- -----------
----------- --------- -----------
Stock issued for customer base......................................... $ 140,774 $ -- $ 61,435
----------- --------- -----------
----------- --------- -----------
Stock issued in business acquisition................................... $ -- $ -- $ 3,832,473
----------- --------- -----------
----------- --------- -----------
Conversion of long-term debt to stock.................................. $ 32,325 $ 418,054 $ 430,140
----------- --------- -----------
----------- --------- -----------
Stock purchase warrants issued......................................... $ 88,179 $ 13,156 $ 240,705
----------- --------- -----------
----------- --------- -----------
Debt issued for customer base.......................................... $ -- $ 169,300 $ --
----------- --------- -----------
----------- --------- -----------
</TABLE>

See accompanying notes.

F-103
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1997 AND 1998

1. ORGANIZATION

United States Internet, Inc. (the 'Company') was incorporated in 1994 and
has points of presence in Tennessee, Virginia, Kentucky and Alabama. The
Company's principal business is to provide access to the Internet, design and
host web pages on the Internet and resell Internet hardware and software.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment, including leasehold improvements, are stated at
cost. Depreciation is calculated using the straight-line method over the
estimated useful lives ranging between three to seven years. Leasehold
improvements are amortized over the lesser of the related lease term or the
useful life.

F-104
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Inventories

Inventories consists of purchased goods for resale and is stated at the
lower of cost or market on a first-in, first-out (FIFO) method.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997 and 1998.

Acquired Customer Base

The Company capitalizes the purchase price paid to acquire customer bases
from other Internet Service Providers ('ISPs'). Amortization is provided using
the straight-line method over three years commencing when the customer base is
received.

Accumulated amortization was $163,637, and $641,589 at December 31, 1997
and 1998, respectively.

Stock Compensation

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial accounting Standards No. 123 ('SFAS 123'), Accounting for
Stock-Based Compensation. SFAS 123 allows companies to account for stock-based
compensation under either the new provisions of SFAS 123 or the provisions of
Accounting Principles Board Opinion No. 25.

('APB 25'), Accounting for Stock Issued to Employees, but requires pro
forma disclosure in the footnotes to the financial statements as if the
measurement provisions of SFAS 123 had been adopted. The Company has chosen to
continue accounting for its stock-based compensation in accordance with the
provisions of APB 25.

Revenue Recognition

Cost of Revenues

Cost of access revenues primarily consists of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also includes
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs and contractor fees for distribution
of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997 and 1998, the Company expensed $62,366,
$17,582 and $107,608, respectively, as advertising costs.

F-105
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash equivalents and
accounts receivable.

At December 31, 1998, approximately $225,691 of cash is deposited in one
financial institution. Credit risk is subject to the financial security of these
institutions.

Accounts receivable are unsecured and due under stated terms. Credit risk
with respect to accounts receivable is subject to the financial security of each
customer. The Company does not require collateral. The Company maintains
reserves for credit losses and such losses have been within management's
expectations. The concentration of credit risk is mitigated by the large
customer base.

Fair Value of Financial Instruments

The fair value of the Company's financial instruments classified as current
assets or liabilities, including cash and cash equivalents, accounts receivable
and accounts payable approximated carrying value, principally because of the
short maturity of these items.

The carrying amounts of the long-term debt payable approximate fair value
due to the interest rates on these agreements approximating the Company's
incremental borrowing rates, and the fair values of capitalized lease
obligations approximate carrying value based on their effective rates compared
to current market rates.

Sources of Supplies

The Company attempts to maintain alternative vendors for required products.
Its modems, terminal servers and high-performance routers, which are important
components of its network, are currently acquired from four sources. Some of the
Company's suppliers have limited resources and production capacity. If the
suppliers are unable to meet the Company's needs as it is building out its
network infrastructure, then delays and increased costs in the expansion of the
Company's network infrastructure could result, having an adverse effect on
operating results.

Income Taxes

The Company accounts for income taxes using the liability method. The
liability method provides that deferred tax assets and liabilities are recorded
based on the difference between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes, referred to as
'temporary differences.' Temporary differences result from the use of different
accounting methods for financial statement and income tax reporting purposes.

F-106
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment..................................................... $1,838,870 $4,161,898
Furniture, fixtures, and office equipment.............................. 87,591 134,597
Leasehold improvements................................................. 11,182 40,104
---------- ----------
1,937,643 4,336,599
Less accumulated depreciation and amortization......................... 511,803 1,024,746
---------- ----------
$1,425,840 $3,311,853
---------- ----------
---------- ----------
</TABLE>

4. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Ascend Communications promissory note due through 2001, bearing interest
at prime rate (7.75% at December 31, 1998), with monthly payments of
interest only through February 1999 and then in monthly principal and
interest payments of $86,146 which increase to $145,112 in December
1999................................................................. $ -- $2,968,484
First American National Bank promissory note due May 31, 2001, bearing
interest at 8.5%, with monthly principal and interest payments of
$6,314............................................................... -- 164,985
National Bank of Blacksburg note payable due October 31, 2002, bearing
interest at prime rate (7.75% at December 31, 1998), with monthly
payments of interest only through October 1, 1998, and then in
monthly principal and interest payments of $4,154.................... 169,300 163,300
Unsecured notes with interest at prime rate (7.75% at December 31,
1998) plus 1%........................................................ -- 200,000
Line of credit......................................................... 200,000 --
---------- ----------
369,300 3,496,769
Less current portion................................................... 42,116 976,583
---------- ----------
Long-term portion...................................................... $ 327,184 $2,520,186
---------- ----------
---------- ----------
</TABLE>

In March 1998, the Company entered into a working capital and equipment
purchase facility with Ascend Communications allowing up to $5,878,000 to be
provided in scheduled draws through December 1999. These notes are secured by
equipment, inventories and accounts receivable. In connection with this
facility, the Company issued a warrant to purchase 28,299 shares of common stock
at an exercise price of $0.01 per share. The warrants are immediately
exercisable and expire on March 31, 2001. Under the conditions of this agreement
any unexercised warrants at the date of expiration will automatically be
converted to common stock based on the difference between the fair market value
of the common stock, at such date, and the warrant exercise price, divided by
the fair value of the common stock, at such date. Of the approximate $3,145,000
borrowed under this facility during 1998, approximately $200,000 has been
allocated to the value of the warrants, thereby providing a discount on the
note. During the year ended December 31,

F-107
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

4. LONG-TERM DEBT--(CONTINUED)

1998, the Company recognized interest expense of $54,759 in connection with the
amortization of the debt discount on the Ascend Communications note.

The First American National Bank note was entered into on May 31, 1998,
resulting from the maturity of a $200,000 revolving credit facility. The note is
collateralized by various operating equipment and requires the Company to
maintain two financial statement covenants; a debt service coverage covenant
required at December 31, 1998 and a minimum tangible net worth covenant required
at December 31, 1999. At December 31, 1998 the Company was in violation of the
debt service covenant and therefore, the entire outstanding balance of $163,300
has been included in the current portion of long-term debt.

The National Bank of Blacksburg note is collateralized by accounts
receivable from customers serviced by the related financed Internet equipment
located in Blacksburg, Virginia.

Maturities of long-term debt as of December 31, 1998, are as follows:

<TABLE>
<S> <C>
1999.............................................. $ 976,583
2000.............................................. 1,544,463
2001.............................................. 735,745
2002.............................................. 39,978
2003.............................................. --
Thereafter........................................ 200,000
----------
$3,496,769
----------
----------
</TABLE>

5. STOCKHOLDER NOTES PAYABLE

Stockholder notes payable consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
Unsecured notes payable.................................................... $316,700 $324,447
Convertible notes due in May 1998 bearing interest at 6%, payable annually.
The notes are convertible to shares of the Company's common stock at the
option of the holder on or before the scheduled maturity date at a rate
of one share per $7.50 of note payable................................... 527,753
Secured notes payable...................................................... 113,696
-------- --------
958,149 324,447
Less current portion....................................................... 881,708 145,418
-------- --------
Long-term portion.......................................................... $ 76,441 $179,029
-------- --------
-------- --------
</TABLE>

Maturities of stockholder notes payable as of December 31, 1998, are as
follows:

During 1998 the Company offered an inducement to the convertible
noteholders to convert their notes to common stock at $5.50 per share, and
issued an additional $35,000 in convertible stockholder notes payable.
Approximately $395,000 of convertible notes were converted into common stock at
$5.50 per share, resulting

F-108
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

5. STOCKHOLDER NOTES PAYABLE--(CONTINUED)

in issuance of 68,184 shares of common stock. Approximately $30,000 of these
notes were converted at $7.50 per share, the original conversion rate for the
notes, resulting in an issuance of 4,058 shares of common stock and the
remaining notes, approximately $130,000, were repaid in cash. In connection with
these notes, accrued interest in the amount of approximately $21,900 was
converted into common stock at $5.50 per share, resulting in an issuance of
3,982 shares of common stock. Warrants to purchase common stock, granted in
connection with the note issuances, were exercised at an exercise price of $0.50
per share, resulting in an issuance of 3,989 shares of common stock. In
connection with these notes converted to common stock, the Company granted
conversions at a price per share of Company stock less than fair value at the
time of such conversion, recognizing approximately $110,000 of debt conversion
expense during 1998. The Company recognized interest expense of $22,270, $42,197
and $45,533 during the years ended December 31, 1996, 1997 and 1998,
respectively, in connection with the amortization of a debt discount on the
stockholder notes.

6. INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's net deferred tax assets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1998
----- ----
<S> <C> <C>
Assets:
Net operating loss carryforwards................................... $ 1,228,034 $ 3,035,456
Amortization of customer lists..................................... 52,049 92,598
Bad debt reserves.................................................. 122,968 197,581
Stock appreciation rights.......................................... 669,235 441,854
Other.............................................................. 50 --
Valuation allowance................................................ (2,009,342) (3,669,980)
Net deferred tax assets............................................ 62,994 97,509

Liabilities:
Depreciation....................................................... 62,994 97,509
----------- -----------
Net deferred tax assets............................................ $ -- $ --
----------- -----------
----------- -----------
</TABLE>

The Company has net operating loss carryforwards aggregating approximately
$7,996,460. The carryforwards expire in various years through 2017.

Effective Rate Reconciliation

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
U.S. statutory rate....................................... 34% 34% 34%
--------- --------- -----------
Income tax provision at U.S. statutory rate............... $(660,205) $(166,484) $(1,517,540)
State taxes............................................... (76,760) (15,641) (173,000)
Change in valuation allowance............................. 735,807 149,934 1,660,638
Other..................................................... 1,158 32,191 29,902
--------- --------- -----------
Income tax provision...................................... $ -- $ -- $ --
--------- --------- -----------
--------- --------- -----------
</TABLE>

F-109
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

7. STOCKHOLDERS' DEFICIT

Stock Options

The Company adopted a nonqualified and qualified stock option plan,
effective June 1, 1995, for granting of options to key employees and for
granting of options to nonemployee directors. The aggregate number of common
shares reserved for issuance under these plans is 600,000 shares. The option
price, number of shares and grant date under these plans are determined at the
discretion of the Stock Option Committee ('the Committee') of the Company's
Board of Directors.

The Committee may also include stock appreciation rights in any option
granted under the Plan. Such rights shall entitle the holder, upon exercising
the right, to receive in cash or property up to 100% of the excess of the fair
market value, on the date of such exercise, over the option price of the common
stock. Exercise of the rights precludes the holder from exercising the options.
The holder is not required to make a payment in order to exercise the right.

Stock appreciation rights are included in all 532,046 stock options. The
stock appreciation rights liability reflects the excess of the fair market value
of $12.08 per share of common stock at December 31, 1998, over the option price
of the common stock. The rights terminate upon a change in control as defined in
the agreement and are required to be settled in cash or options to purchase
common stock of the acquiror.

The following table summarizes information about fixed-price stock options
outstanding at December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS
NUMBER OUTSTANDING WEIGHTED
RANGE OF OUTSTANDING AT AVERAGE REMAINING AVERAGE
EXERCISE PRICES DECEMBER 31, 1998 CONTRACTUAL LIFE EXERCISE PRICE
--------------- ----------------- ----------------- --------------
<S> <C> <C> <C> <C>
$0.00-- $2.20 362,585 5.80 $ 1.22
$6.00-- $7.50 18,000 7.33 7.33
$3.32-- $5.72 59,500 7.22 4.78
$1.00--$10.00 91,961 8.52 6.90
</TABLE>

Had compensation expense related to the stock option plan been determined
based on fair value at the grant date for options granted during the years ended
December 31, 1996, 1997 and 1998 consistent with the provisions of SFAS 123,
rather than as stock appreciation rights in accordance with APB 25, the
Company's net loss would have been $1,408,760, $1,248,461 and $1,966,065,
respectively.

The effect of applying SFAS 123 pro forma net income as stated above is not
necessarily representative of the effects on reported net income for future
periods due to, among other things, the vesting period of the stock options and
the fair value of additional stock options in future years.

The fair value of each option grant is estimated on the date of grant using
the minimum value option pricing fair value model with the following
weighted-average assumptions used for 1996, 1997 and 1998 respectively: divided
yield of 0%, risk-free interest rates of 6.33%, 6.24% and 6.48%, no weighted
average volatility factors and expected life of the option terms of 7 years. The
weighted average fair values of options granted during the years ended December
31, 1996, 1997 and 1998 were $2.45, $2.63 and $2.91 respectively.

As of December 31, 1998, the Company had reserved 54,414 shares of common
stock for future issuances under the Option Plan.

F-110
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

7. STOCKHOLDERS' DEFICIT--(CONTINUED)
Stock Options (continued)

A summary of the Company's option activity and related information follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
------- ----------------
<S> <C> <C>
Outstanding at January 1, 1996....................................... 371,585 $ 1.21
Granted............................................................ 25,000 6.48
Exercised.......................................................... (1,000) (6.00)
-------
Outstanding at December 31, 1996..................................... 395,585 1.53
Granted............................................................ 68,500 4.41
Stock appreciation rights exercised................................ (2,340) (3.49)
Canceled........................................................... (5,460) (5.72)
Exercised.......................................................... (200) (5.47)
-------
Outstanding at December 31, 1997..................................... 456,085 1.90
Granted............................................................ 93,961 6.56
Stock appreciation rights exercised................................ (1,962) 6.86
Canceled........................................................... (8,000) 1.25
Exercised.......................................................... (8,038) 2.74
------- ------
Outstanding at December 31, 1998..................................... 532,046 $ 2.70
------- ------
------- ------
</TABLE>

Exercise prices for options outstanding as of December 31, 1998 range from
$0 to $10.00 per share. Options outstanding at December 31, 1998 had a weighted
average remaining contractual life of 5.93 years. There were 395,585, 438,085
and 498,546 options exercisable at December 31, 1996, 1997 and 1998,
respectively.

Stock Warrants

As discussed in Note 4, Long-Term Debt, and Note 5, Stockholder Notes
Payable, the Company has issued warrants to purchase common stock of the Company
in connection with various debt agreements. At December 31, 1998, the Company
had outstanding warrants as follows:

<TABLE>
<CAPTION>
PER SHARE
WARRANTS EXERCISE EXPIRATION OF
OUTSTANDING PRICE EXERCISE TERM
----------- --------- -------------
<S> <C> <C> <C>
Related parties............................ 12,752 $0.01 1999 to 2003
Other...................................... 28,299 0.01 1999 to 2003
</TABLE>

The related parties are certain officers of the Company.

Employee Stock Grant

In addition to the stock options discussed above, the Company granted 6,000
shares of restricted common stock, with a market value at the date of issuance
of $10.00, to two employees during 1998. The ability to sell this common stock
was restricted to the earlier of 12 months after issue or the date of an initial
public offering.

F-111
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

8. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases real estate from stockholders and is responsible for
repairs, taxes and other expenses. The Company also leases various office and
computer equipment under noncancelable operating lease agreements which
generally provide for renewal terms. Rent expense for the years ended December
31, 1996, 1997 and 1998, was $63,780, $99,118 and $145,770 respectively,
including rent to the stockholders of $49,072, $49,072 and $76,896,
respectively.

The Company leases certain computer equipment under agreements which have
been accounted for as capital leases. The related computer equipment had a cost
of $1,822,168 and accumulated amortization of $438,241 at December 31, 1998.

In 1997, the Company entered into a sale-leaseback transaction for $86,067
of computer equipment. Under terms of the agreement, the Company will make
scheduled payments of principal and interest through December 1999, at which
time the Company intends to purchase the equipment for 5% of the original
purchase price. As of December 31, 1997, a deferred loss of $6,258 is included
in other assets related to this transaction. The deferred loss is being
amortized using the straight-line method over the life of the lease.

Minimum future lease payments under operating leases together with the
present value of the net minimum lease payments under capital leases including
amounts due under the sale-leaseback transaction, as of December 31, 1998, are
summarized as follows:

<TABLE>
<CAPTION>
OPERATING
STOCKHOLDERS OTHER CAPITAL
------------ --------- ----------
<S> <C> <C> <C>
1999......................................... $107,472 $ 113,203 $ 796,526
2000......................................... 28,324 39,875 366,323
2001......................................... 13,360 135,863
2002......................................... 662 37,828
-------- --------- ----------
Total minimum lease payments................. $135,796 $ 167,100 $1,336,540
-------- --------- ----------
-------- --------- ----------
Less amounts representing interest........... 174,643
----------
Present value of minimum lease payments
(including $682,654 classified as current).. $1,161,897
----------
----------
</TABLE>

The Company has certain line usage commitments with numerous communications
companies aggregating $1,980,893, $513,122 and $30,844 in 1999, 2000 and 2001,
respectively.

9. ACQUISITIONS

During 1998, the Company purchased the listings of customers of four
internet service providers totaling approximately 2,008 customers for $174,260.
In addition, the purchase agreements included non-compete provisions. The
purchase price was settled in Company common stock and cash with a portion of
the cash payment made over a six month period. The cost of these purchases have
been allocated to customer base, which is being amortized over three years.

In September and October 1998, the Company acquired all of the outstanding
stock of three internet service providers. The aggregate purchase price was
$4,052,493 consisting of 336,988 shares of the Company's common stock valued at
either $11.36 or $11.45 a share and cash of $220,020. The acquired companies
were merged into the Company. The acquisitions were accounted for under the
purchase method

F-112
<PAGE>
UNITED STATES INTERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997 AND 1998

9. ACQUISITIONS--(CONTINUED)

of accounting. Accordingly, net assets acquired have been recorded based on
their estimated fair market values at the date of acquisition.

The unaudited pro forma results of operations set forth below assumes the
acquisitions had occurred at the beginning of the periods presented.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1997 1998
---- ----
<S> <C> <C>
Revenues.................................................... $6,233,551 $ 8,547,422
---------- -----------
Net loss.................................................... $ (481,184) $(4,625,183)
---------- -----------
---------- -----------
</TABLE>

In connection with one of the acquisitions the Company issued a promissory
note in favor of the previous owner for $500,000. The promissory note is held in
escrow and will only be released contingent on the Company, or any successor
entity, failing to file an effective registration statement in connection with
an initial public offering of its capital stock by June 30, 1999. No liability
has been recorded in respect of this note as its release is not considered
probable.

10. PENDING TRANSACTION

During 1998, the Company's stockholders entered into an agreement whereby
they will sell their shares in the Company to OneMain.com., Inc.
('OneMain.com'). The Company's stockholders will exchange their shares in the
Company for cash and shares of common stock of OneMain.com concurrent with the
consummation of the initial public offering ('IPO') of the common stock of
OneMain.com. Additionally, the Company's stockholders will be given additional
consideration, contingent upon certain operational and earnings margin
requirements, which shall be equal to one-fifth of the difference between total
revenue for the Company for the 12 months ended June 30, 1999, and the revenues
for the Company for the period from April 1, 1998, through June 30, 1998
multiplied by four. The amount of the additional consideration will be payable
in either cash or stock, at the option of OneMain.com. Upon consummation of the
agreement, OneMain.com will become the sole stockholder of the Company.
Subsequent to the acquisition, the Company will continue to exist.

F-113

<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Members
Internet Partners of America, LC

We have audited the accompanying balance sheets of Internet Partners of America,
LC, as of December 31, 1997 and 1998, and the related statements of operations,
members' deficit, and cash flows for each of the three years in the period ended
December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Internet Partners of America,
LC at December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Little Rock, Arkansas
January 29, 1999

F-114
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Accounts receivable, net of allowance for doubtful accounts of $183,120 and $93,310
at December 31, 1997 and 1998, respectively...................................... $ 35,132 $ 20,142
Due from members.................................................................... -- 232,990
---------- ----------
Total current assets.................................................................. 35,132 253,132
Property and equipment, net........................................................... 1,769,892 1,946,186
Intangible assets, net................................................................ 554,670 1,443,004
Deposits.............................................................................. 339
---------- ----------
Total assets.......................................................................... $2,360,033 $3,642,322
---------- ----------
---------- ----------

LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Line of credit...................................................................... $ 221,000 $ 150,000
Cash overdraft...................................................................... 162,587 184,906
Accounts payable.................................................................... 132,604 426,204
Accrued expenses.................................................................... 50,424 95,586
Unearned revenues................................................................... 25,475 69,582
Current maturities of long-term debt................................................ 1,625,351 802,236
Due to seller....................................................................... 94,096 454,709
Due to members...................................................................... 30,000 22,500
---------- ----------

Total current liabilities............................................................. 2,341,537 2,205,723
Long-term debt........................................................................ 337,307 2,600,145
Members' deficit...................................................................... (318,811) (1,163,546)
---------- ----------
Total liabilities and members' deficit................................................ $2,360,033 $3,642,322
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-115
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues.................................................... $ 898,316 $ 1,745,445 $ 4,274,630
Other revenues..................................................... 32,673 111,356 150,947
----------- ----------- -----------
Total revenues.................................................. 930,989 1,856,801 4,425,577

COSTS AND EXPENSES:
Cost of access revenues............................................ 671,113 976,397 1,859,301
Cost of other revenues............................................. 14,395 37,116 41,506
Operations and customer support.................................... 696,273 402,133 583,987
Sales and marketing................................................ 172,273 263,654 349,409
General and administrative......................................... 364,566 626,447 1,471,226
Amortization....................................................... 27,614 77,986 127,405
Depreciation....................................................... 147,151 452,170 511,924
----------- ----------- -----------
Total costs and expenses........................................ 2,093,385 2,835,903 4,944,758
----------- ----------- -----------
Loss from operations................................................. (1,162,396) (979,102) (519,181)

OTHER INCOME AND (EXPENSE):
Other income....................................................... 18,629 24,750 --
Interest expense................................................... (47,418) (218,936) (250,054)
----------- ----------- -----------
Net loss............................................................. $(1,191,185) $(1,173,288) $ (769,235)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See accompanying notes.

F-116
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

STATEMENTS OF MEMBERS' DEFICIT

<TABLE>
<CAPTION>
MEMBERS ACCUMULATED
CAPITAL DEFICIT TOTAL
------- ----------- -----
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995.......................................... $ 300,000 $ (150,265) $ 149,735
Conversion of debt to equity.......................................... 1,614,670 -- 1,614,670
Net loss............................................................ -- (1,191,185) (1,191,185)
---------- ----------- -----------

BALANCE AT DECEMBER 31, 1996.......................................... 1,914,670 (1,341,450) 573,220
Capital contributions............................................... 281,257 -- 281,257
Net loss............................................................ -- (1,173,288) (1,173,288)
---------- ----------- -----------

BALANCE AT DECEMBER 31, 1997.......................................... 2,195,927 (2,514,738) (318,811)
Capital distributions............................................... (75,500) -- (75,500)
Net loss............................................................ -- (769,235) (769,235)
---------- ----------- -----------

BALANCE AT DECEMBER 31, 1998.......................................... $2,120,427 $(3,283,973) $(1,163,546)
---------- ----------- -----------
---------- ----------- -----------
</TABLE>

See accompanying notes.

F-117
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss............................................................. $(1,191,185) $(1,173,288) $ (769,235)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization...................................... 174,765 530,156 639,329
Provision for doubtful accounts.................................... 180,061 79,250 63,000
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable................................................ (253,098) (40,215) (48,010)
Other current assets............................................... -- (339) 339
Cash overdraft..................................................... 35,191 127,396 22,319
Accounts payable................................................... 62,013 64,275 293,600
Accrued expenses................................................... 27,897 (1,180) 45,162
Unearned revenues.................................................. -- 25,475 44,107
----------- ----------- -----------
Net cash provided by (used in) operating activities.................. (964,356) (388,470) 290,611

INVESTING ACTIVITIES:
Purchases of property and equipment.................................. (1,124,112) (878,188) (932,208)
Purchases of customer lists.......................................... (202,899) (456,023) (625,530)
----------- ----------- -----------
Net cash used in investing activities................................ (1,327,011) (1,334,211) (1,557,738)

FINANCING ACTIVITIES:
Net proceeds (repayments) under line of credit....................... -- 221,000 (71,000)
Proceeds from issuance of long-term debt............................. 785,000 1,468,150 3,274,290
Principal payments of long-term debt................................. (12,766) (277,726) (1,928,663)
Net borrowings from (payments to) members............................ -- 30,000 (7,500)
Proceeds from members' capital contributions......................... 1,514,670 281,257 --
----------- ----------- -----------
Net cash provided by financing activities............................ 2,286,904 1,722,681 1,267,127
----------- ----------- -----------
Net increase (decrease) in cash...................................... (4,463) -- --
Cash at beginning of year............................................ 4,463 -- --
----------- ----------- -----------
Cash at end of year.................................................. $ -- $ -- $ --
----------- ----------- -----------
----------- ----------- -----------

SUPPLEMENTAL CASH FLOW INFORMATION:
Liability incurred for acquisition of ISP (Note 11).................. $ -- $ 94,096 $ 454,709
----------- ----------- -----------
----------- ----------- -----------
Due from members--sale of land and building (Note 10)................ $ -- $ -- $ 232,990
----------- ----------- -----------
----------- ----------- -----------
Non-Cash distribution to members..................................... $ -- $ -- $ 75,500
----------- ----------- -----------
----------- ----------- -----------
Cash paid for interest............................................... $ 43,138 $ 213,792 $ 247,243
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See accompanying notes.

F-118
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998

1. ORGANIZATION

Internet Partners of America, LC (the 'Company') is a regional provider of
Internet access. The Company was formed in Arkansas on May 12, 1995 and began
marketing services in June 1995. The Company's targeted markets include
Arkansas, Missouri, and Oklahoma.

The Company will terminate on December 31, 2025, unless dissolved earlier
in accordance with the Company agreement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives ranging between three
to seven years. Leasehold improvements are amortized over the lesser of the
related lease term or the useful life.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997 and 1998.

Intangible Assets

The Company capitalizes specific costs incurred for the purchase of
customer bases from other Internet Service Providers ('ISPs'). The customer
acquisition costs include the actual fee paid to the selling ISP as well as
legal expenses specifically related to the transactions. Amortization is
provided using the straight-line method over five years commencing when the
customer base is received.

F-119
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Revenue Recognition

The Company recognizes Internet access revenues when the services are
provided. The Company offers contracts for Internet access that are generally
paid for in advance by customers. The Company has deferred recognizing revenue
on these advance payments and amortizes the amounts to revenue on a
straight-line basis as the services are provided.

Costs of Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997 and 1998, the Company incurred approximately
$63,000, $89,000 and $134,000, respectively, in advertising costs.

Income Taxes

The Company is organized as a limited liability company under the laws of
the state of Arkansas. The Company is taxed under the partnership provisions of
the Internal Revenue Code (the 'Code'). Under the partnership provisions of the
Code, the members of the limited liability company include the Company's income
on their personal income tax returns. Accordingly, the Company is not subject to
federal and state corporate income taxes.

The unaudited pro forma income tax information included in Note 5 is
presented in accordance with Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes, as if the Company had been subject to federal
and certain state income taxes for each of the three years in the period ended
December 31, 1998.

Financial Instruments and Concentration of Credit Risk

The Company maintains reserves for credit losses, and such losses have been
within management's expectations. The concentration of credit risk is mitigated
by the large customer base. The carrying amount of the receivables approximates
their fair value.

Sources of Supplies

F-120
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

infrastructure, then delays and increased costs in the expansion of the
Company's network infrastructure could result, having an adverse effect on
operating results.

Reclassification

Certain reclassifications have been made in prior years' financial
statements to conform to the current year's presentation.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Land and building....................................... $ 328,434 $ --
Computer equipment...................................... 1,489,698 2,254,571
Furniture, fixtures, and office equipment............... 437,836 668,976
---------- ----------
2,255,968 2,923,547
Less accumulated depreciation........................... (486,076) (977,361)
---------- ----------
$1,769,892 $1,946,186
---------- ----------
---------- ----------
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Intangible Assets........................................ $ 660,270 $1,676,009
Less accumulated amortization............................ (105,600) (233,005)
--------- ----------
$ 554,670 $1,443,004
--------- ----------
--------- ----------
</TABLE>

5. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com') to
sell the outstanding stock of the Company and concurrent with the related
initial public offering of OneMain.com (as more fully described in Note 12), the
Company's status as an LLC under the Code will automatically terminate and
normal federal and state corporate income tax rates will apply. Based upon the
cumulative temporary differences, the Company would have recognized a deferred
federal and state income tax asset before valuation allowance of $35,929 as of
December 31, 1998, had the termination of its election to be treated as an LLC
occurred on this date.

No pro forma income tax provision (benefit) is reflected for each of the
three years in the period ended December 31, 1998 as the Company would have
provided a full valuation allowance against the deferred tax asset had it been a
C Corporation.

6. LINE OF CREDIT

In 1997 and 1998, the Company had a line of credit with a bank allowing for
borrowings of up to $350,000. Borrowings against this line bear interest at 10%.
This line was secured by and personally guaranteed by the members. Borrowings of
$221,000 were outstanding against this line at December 31, 1997. No borrowings
were outstanding against this line at December 31, 1998.

In 1998, the Company had a line of credit with a bank allowing for
borrowings of up to $150,000. Borrowings against this line bear interest at the
prime rate (8.25% as of December 31, 1998), as defined in

F-121
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

6. LINE OF CREDIT--(CONTINUED)

the agreement, and were personally guaranteed by the members. Borrowings of
$150,000 were outstanding against this line at December 31, 1998.

7. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Note payable to a bank in monthly installments of $3,500, including interest at 8.25%,
until March, 1999, when all outstanding principal and interest are due, secured by a
mortgage............................................................................ $ 252,542 $ 234,705
Note payable to a bank in monthly installments of $34,956, including interest at
8.25%, until May, 2003, when all outstanding principal and interest are due, secured
by a mortgage and a security agreement.............................................. -- 2,743,171
Note payable to a firm in monthly installments of $415, including interest at 2.9%,
until January, 2002, when all outstanding principal and interest are due, secured by
a vehicle........................................................................... -- 15,054
Unsecured note payable to an individual in monthly installments of $2,702, including
interest at 8.5%, until August, 1999, when all outstanding principal and interest
are due............................................................................. -- 23,421
Unsecured note payable to an individual in monthly installments of $3,538, including
interest at 8.5%, until April, 2002................................................. -- 53,335
Unsecured note payable to a firm in monthly installments of $3,941, including interest
at 8.5%, until January, 2002........................................................ -- 66,376
Unsecured note payable to a bank, with interest at 9.25% payable monthly until July,
1999................................................................................ -- 225,000
Note payable to a firm in monthly installments of $2,686, including interest at 8.5%,
until June 2000, when all outstanding principal and interest are due, secured by a
purchase agreement.................................................................. -- 41,319
Note payable to a firm in monthly installments of $4,686, including interest at 9%,
until July, 1998, when all outstanding principal and interest are due, secured by
equipment........................................................................... 49,495 --
Note payable to an individual in monthly installments of $875, including interest at
9%, until October, 1998, when all outstanding principal and interest are due,
secured by equipment................................................................ 9,200 --
Note payable to a bank, with interest at prime, as defined, plus 1% payable quarterly
until May, 1997..................................................................... 348,846 --
Note payable to a bank in monthly installments of $2,498, including interest at 9.75%,
until April, 1999, when all outstanding principal and interest are due, secured by a
mortgage............................................................................ 150,000 --
Note payable to a bank due on demand, or if no demand is made, in monthly installments
of $8,877, including interest at 10%, until May, 1998, when all outstanding
principal and interest are due, secured by equipment................................ 327,961
Note payable to a bank in July, 1998, with interest at 9.25% payable monthly until
July, 1998, secured by equipment.................................................... 250,000 --
Unsecured note payable to a bank due on demand, or if no demand is made, in monthly
installments of $2,588, including interest at 9.5%, until December, 1999, when all
outstanding principal and interest are due.......................................... 204,685 --
</TABLE>

F-122
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

7. LONG-TERM DEBT--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Note payable to a bank on demand, or if no demand is made, in monthly installments of
$4,977, including interest at 9%, until May, 1998, when all outstanding principal
and interest are due, secured by equipment.......................................... $ 180,306 $ --
Note payable to a bank in monthly installments of $5,000, including interest at 9.25%,
until February, 2000, when all outstanding principal and interest are
due................................................................................. 121,163 --
Note payable to a bank in monthly installments of $4,611, including interest at 9.5%,
until April, 1999, when all outstanding principal and interest are due, secured by
equipment........................................................................... 68,460 --
---------- ----------
Total long-term debt.................................................................. 1,962,658 3,402,381
Less: current maturities.............................................................. (1,625,351) (802,236)
---------- ----------
Long-term debt, net of current maturities............................................. $ 337,307 $2,600,145
---------- ----------
---------- ----------
</TABLE>

The Company incurred interest related to the long-term debt of $47,418,
$218,936 and $250,054, for the years ended December 31, 1996, 1997 and 1998,
respectively.

Principal payments on long-term debt are as follows:

<TABLE>
<S> <C>
1999...................................................... $ 802,236
2000...................................................... 275,231
2001...................................................... 241,901
2002...................................................... 258,104
2003...................................................... 1,824,909
------------
Total long-term debt...................................... $ 3,402,381
------------
------------
</TABLE>

The notes generally contain restrictive covenants addressing certain
activities of the Company and its members. The Company and its members were in
violation of a covenant on a note that totaled $234,705 at December 31, 1998.
The balance of this debt is classified as current at December 31, 1998.

8. LEASES COMMITMENTS

The Company leases storage space under non-cancelable operating lease
agreements. The leases generally provide for renewal terms of one to three
years. Rent expense for the years ended December 31, 1996, 1997 and 1998 was
$32,133, $49,350 and $71,622, respectively.

Minimum future lease payments under operating leases are summarized as follows:

<TABLE>
<S> <C>
1999....................................................... $ 119,729
2000....................................................... 114,027
2001....................................................... 91,109
2002....................................................... 78,138
2003....................................................... 68,975
-------------
Total minimum lease payments............................... $ 471,978
-------------
-------------
</TABLE>

In connection with its operations, the Company has certain line usage
commitments with numerous communications companies. Minimum payments under these
commitments will be approximately $1,200,000, $1,200,000, $1,000,000, $700,000
and $50,000 in 1999, 2000, 2001, 2002 and 2003, respectively.

F-123
<PAGE>
INTERNET PARTNERS OF AMERICA, LC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

9. CONTINGENCIES

The Company is involved in various litigation matters on an ongoing basis
as a result of its day-to-day operations. However, management does not believe
that any of these matters will have a material adverse effect on the Company's
financial condition.

10. RELATED PARTY TRANSACTIONS

On December 14, 1998, the Company transferred certain real estate,
consisting of land and a building, to its members. On that date, the land and
building had a book value of $307,796 and was encumbered by a bank note with a
carrying value of $232,990. According to the agreement, the Company will pay the
note after the members have obtained other financing. At December 31, 1998, the
Company has recorded $232,990 due from members. The $75,500 difference between
the carrying value of the real estate and the amount due from the members has
been recognized as a distribution to members.

The agreement referred to above also provides that the Company lease the
land and building from the members beginning January, 1999, for 60 months at the
rate of $5,500 per month. The Company will account for this lease as an
operating lease and this lease commitment is included in the summary of minimum
future lease payments in note 8.

11. ACQUISITION

On April 6, 1998, the Company completed the acquisition of substantially
all of the assets of On The Net of Boliver, Missouri for approximately $867,000.
Only a portion of this amount has been paid to the seller at closing and the
remaining amount expected to be paid is included in Due to Seller in the balance
sheet. This purchase price is to be finalized in February, 1999, based upon the
number of On The Net customers that switch their service to the Company. The
acquisition has been accounted for under the purchase method and, accordingly,
the operating results of On The Net have been included in the operating results
since the date of acquisition. On The Net is a provider of dial-up Internet
access services. The acquisition resulted in $803,000 being allocated to
purchased customer lists. The cost of the customer list is being amortized over
a 5 year period.

12. PENDING TRANSACTION

During 1998, the Company's members entered into an agreement whereby they
will sell their interest in the Company to OneMain.com. The Company's members
will exchange their interest in the Company for cash and shares of common stock
of OneMain.com concurrently with the consummation of the initial public offering
of the common stock of OneMain.com. Additionally, the Company's members will be
given additional consideration, contingent upon certain operational and earnings
margin requirements, which shall be equal to one-fifth of the difference between
total revenue for the Company for the 12 months ended June 30, 1999, and the
revenues for the Company for the period from April 1, 1998, through June 30,
1998, multiplied by four. The amount of the additional consideration will be
payable in either cash or stock, at the option of OneMain.com. Upon consummation
of the agreement, OneMain.com will become the sole stockholder of the Company.
Subsequent to the acquisition, the Company will continue to exist.

The related party transactions as described in Note 10 will be amended upon
consummation of the acquisition discussed above so that all continuing
obligations will be similar to terms and conditions of agreements/arrangements
with unaffiliated third parties.

F-124
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
ZoomNet, Inc.

We have audited the accompanying balance sheets of ZoomNet, Inc. (the 'Company')
as of December 31, 1997 and 1998 and the related statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ZoomNet, Inc. at December 31,
1997 and 1998, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998, in conformity with
accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Columbus, Ohio
January 23, 1999

F-125
<PAGE>
ZOOMNET, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................................... $ 32,212 $ 36,900
Accounts receivable (less allowance for doubtful accounts of $16,900 and $39,000 at
December 31, 1997 and 1998, respectively)....................................... 32,854 61,341
Deferred income taxes.............................................................. 18,261 52,095
Prepaid expenses................................................................... 205 2,475
-------- ----------
Total current assets............................................................ 83,532 152,811
Property and equipment, net.......................................................... 588,983 1,016,797
Intangible assets, net of accumulated amortization of $0 and $11,799 at December 31,
1997 and 1998, respectively........................................................ -- 224,186
Other assets......................................................................... 8,766 8,336
-------- ----------
Total assets......................................................................... $681,281 $1,402,130
-------- ----------
-------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................... $ 46,824 $ 100,636
Accrued expenses................................................................... 10,852 34,475
Income tax payable................................................................. 4,473 58,423
Unearned revenues.................................................................. 21,180 59,355
Line of credit..................................................................... 23,000 --
Short-term debt.................................................................... -- 100,000
Current portion of long term debt.................................................. 73,954 101,512
Current portion of capital lease obligations....................................... 69,202 100,714
-------- ----------
Total current liabilities....................................................... 249,485 555,115
Long-term debt, net of current portion............................................... 196,243 352,262
Capital lease obligations, net of current portion.................................... 23,714 144,790
Deferred income taxes................................................................ 65,006 106,042
Stockholders' equity:
Common stock, no par value; 850 shares authorized, 100 shares issued and
outstanding..................................................................... 15,000 15,000
Additional paid-in capital......................................................... 55,000 55,000
Retained earnings.................................................................. 76,833 173,921
-------- ----------
Total stockholders' equity...................................................... 146,833 243,921
-------- ----------
Total liabilities and stockholders' equity...................................... $681,281 $1,402,130
-------- ----------
-------- ----------
</TABLE>

See accompanying notes.

F-126
<PAGE>
ZOOMNET, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues.......................................................... $241,415 $769,851 $1,853,373
Other revenues........................................................... 31,277 87,768 114,307
-------- -------- ----------
Total revenues........................................................ 272,692 857,619 1,967,680

COSTS AND EXPENSES:
Cost of access revenues.................................................. 133,311 262,710 752,059
Cost of other revenues................................................... -- -- 20,428
Operations and customer support.......................................... 52,797 109,292 175,424
Sales and marketing...................................................... 20,663 67,300 259,851
General and administrative............................................... 60,140 154,165 339,459
Depreciation............................................................. 18,314 102,602 206,776
Amortization............................................................. -- -- 11,799
-------- -------- ----------
Total costs and expenses.............................................. 285,225 696,069 1,765,796
-------- -------- ----------
(Loss) income from operations.............................................. (12,533) 161,550 201,884

OTHER INCOME (EXPENSE):
Interest expense......................................................... (1,404) (18,144) (40,895)
Other income (expense), net.............................................. -- -- (748)
-------- -------- ----------
(Loss) income before provision for (benefit from) income taxes............. (13,937) 143,406 160,241
Provision for (benefit from) income taxes................................ (6,123) 57,341 63,153
-------- -------- ----------
Net (loss) income.......................................................... $ (7,814) $ 86,065 $ 97,088
-------- -------- ----------
-------- -------- ----------
</TABLE>

See accompanying notes.

F-127
<PAGE>
ZOOMNET, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL RETAINED TOTAL
PAID-IN (DEFICIT) STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------ ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995........................... 100 $15,000 $ 5,000 $ (1,418) $ 18,582
Capital contributions................................ -- -- 50,000 -- 50,000
Net loss............................................. -- -- -- (7,814) (7,814)
------ ------- ---------- -------- -------------
BALANCE AT DECEMBER 31, 1996........................... 100 15,000 55,000 (9,232) 60,768
Net income........................................... -- -- -- 86,065 86,065
------ ------- ---------- -------- -------------
BALANCE AT DECEMBER 31, 1997........................... 100 15,000 55,000 76,833 146,833
Net income........................................... -- -- -- 97,088 97,088
------ ------- ---------- -------- -------------
BALANCE AT DECEMBER 31, 1998........................... 100 $15,000 $ 55,000 $173,921 $ 243,921
------ ------- ---------- -------- -------------
------ ------- ---------- -------- -------------
</TABLE>

See accompanying notes.

F-128
<PAGE>
ZOOMNET, INC.
STATEMENTS OF CASH FLOWS

INVESTING ACTIVITIES:
Purchases of property and equipment......................................... (108,776) (423,857) (418,083)
Proceeds from sale of assets................................................ -- -- 500
Acquisition of intangible assets............................................ -- -- (235,985)
--------- --------- --------
Net cash used in investing activities....................................... (108,776) (423,857) (653,568)

FINANCING ACTIVITIES:
Net proceeds (repayments) under line of credit.............................. 25,000 (2,000) (23,000)
Proceeds from issuance of short-term debt................................... -- -- 100,000
Proceeds from issuance of long-term debt.................................... -- 287,255 265,000
Principal payments of long-term debt........................................ -- (17,058) (81,423)
Payments on obligations under capital leases................................ (3,164) (59,590) (65,167)
Contributions from stockholders............................................. 50,000 -- --
--------- --------- --------
Net cash provided by financing activities................................... 71,836 208,607 195,410
--------- --------- --------
Net increase in cash and cash equivalents................................... 2,518 29,694 4,688
Cash and cash equivalents at beginning of year.............................. -- 2,518 32,212
--------- --------- --------
Cash and cash equivalents at end of year.................................... $ 2,518 $ 32,212 $ 36,900
--------- --------- --------
--------- --------- --------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest...................................................... $ 1,404 $ 18,144 $ 38,555
--------- --------- --------
--------- --------- --------
Cash paid for income taxes.................................................. $ -- $ -- $ 2,001
--------- --------- --------
--------- --------- --------
Capital lease obligations incurred.......................................... $ 18,842 $ 128,198 $217,755
--------- --------- --------
--------- --------- --------
</TABLE>

See accompanying notes.

F-129
<PAGE>
ZOOMNET, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1997, AND 1998

1. ORGANIZATION

ZoomNet, Inc. (the 'Company') is a regional provider of Internet access.
The Company was incorporated in Ohio on June 19, 1995 and began marketing
services in September 1995. The Company's target markets include Ohio, Kentucky
and West Virginia.

The Company expects to continue to focus on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to achieve or sustain
profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment, including equipment under capital lease and
leasehold improvements, are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives ranging between five and
seven years. Leasehold improvements are amortized over the lesser of the related
lease term or the useful life.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the periods ended December 31, 1996, 1997, and 1998.

Intangible Assets

The Company capitalizes specific costs incurred for the purchase of
customer bases and non-compete agreements from other Internet service providers
('ISPs'). Amortization is provided using the straight-line method over five
years commencing at the date of acquisition of the intangible assets.

F-130
<PAGE>
ZOOMNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Recent Accounting Pronouncements

In March 1998, AcSEC issued Statement of Position 98-1 ('SOP 98-1'),
Accounting for the Costs of Computer Software Developed For or Obtained For
Internal Use. SOP 98-1 is effective for the Company beginning January 1, 1999.
SOP 98-1 will require the capitalization of certain costs incurred after the
date of adoption in connection with developing or obtaining software for
internal use. The Company currently capitalizes costs related to software
developed for internal use. The Company has not evaluated whether the
pronouncement will have an impact on the Company's existing capitalization
policy for internal-use software.

Revenue Recognition

The Company provides Internet access services to certain organizations in
exchange for advertising, hardware storage, and other services. Revenue and
corresponding expenses in the amount of $9,500 and $53,036 was recorded during
the years ended December 31, 1997 and 1998, respectively, relating to these
non-monetary transactions. Similar non-monetary transactions were not
significant in 1996. The Company values these non-monetary transactions based
upon the fair values of the Internet access services provided.

Costs of Revenues

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997, and 1998, the Company expensed $16,159,
$52,827, and $186,873, respectively, as advertising costs.

Income Taxes

The Company accounts for income taxes using the liability method. The
liability method provides that deferred tax assets and liabilities are recorded
based on the differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes, referred to as
'temporary differences.' Temporary differences result from the use of different
accounting methods for financial statement and income tax reporting purposes.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. The Company
maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. The carrying amount of the receivables approximates their
fair value.

F-131
<PAGE>
ZOOMNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Sources of Supplies

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers, and high-performance routers, which are important
components of its network, are each currently acquired from two sources. In
addition, some of the Company's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Company's needs as it is
building out its network infrastructure, then delays and increased costs in the
expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

Reclassifications

Certain 1996 and 1997 amounts have been reclassified to conform with the
1998 presentation.

3. RELATED PARTY TRANSACTIONS

In September 1998, a shareholder loaned $34,301 to the Company which was
repayable on demand. Also, a relative of a shareholder loaned $250,000 to the
Company which was also payable on demand. The related party obligations were
repaid in November 1998 primarily through a $265,000 loan from a bank. (See Note
6.) Interest expense associated with these loans paid to related parties totaled
$3,233.

A stockholder of the Company works part-time for the Company at no charge.
As no records are maintained of the hours of service provided, estimating the
value of these services is not practicable. No amount has been recorded in the
accompanying financial statements to reflect the costs of these services.

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment.................................................. $597,699 $1,099,174
Furniture, fixtures, and office equipment........................... 43,155 90,967
Leasehold improvements.............................................. 70,517 155,820
-------- ----------
711,371 1,345,961
Less accumulated depreciation....................................... 122,388 329,164
-------- ----------
$588,983 $1,016,797
-------- ----------
-------- ----------
</TABLE>

5. SHORT-TERM DEBT

In June 1998, the Company obtained a $100,000 short-term note with a bank,
due December 1998. In December 1998, the note was refinanced with the bank such
that the Company is required to make monthly interest payments at the bank's
prime rate (8.25% at December 31, 1998) plus 0.5% through June 1999 and a lump
sum principal payment in June 1999. The loan is secured by all the Company's
assets that have not been individually collateralized under separate loan
agreements (See Note 6) and is personally guaranteed by the Company's
stockholders.

F-132
<PAGE>
ZOOMNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

6. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1998
---- ----
<S> <C> <C>
Note payable to a bank, monthly interest payments at 8.25% per annum
are due through May 1998. Monthly installments of $4,418, including
interest at 8.25%, due from June 1998 through November 2005........ $ -- $ 260,334
Note payable to a bank, due in monthly installments of $3,687 through
November 2001, including interest at the bank's cost of funds rate
(4.8% at December 31, 1998) plus 2.4%.............................. 147,082 113,691
Note payable to a bank, due in monthly installments of $500 through
May 2000, including interest at 8.93%.............................. 13,375 8,390
Note payable to a bank, due in monthly installments of $3,819 through
August 2000, including interest at 7.875%.......................... 109,740 71,359
Less current portion................................................. (73,954) (101,512)
-------- ---------
$196,243 $ 352,262
-------- ---------
-------- ---------
</TABLE>

The long-term debt is secured by specific equipment of the Company and is
personally guaranteed by the Company's stockholders.

The Company incurred interest related to the long-term debt of
approximately $22,000 for the year ended December 31, 1998. The carrying value
of long-term debt approximates fair value.

Principal payments on long-term debt are due as follows: 1999--$101,512;
2000--$105,559; 2001--$75,721, 2002--$40,013, 2003 and thereafter--$130,969.

7. COMMITMENTS

Lease Commitments

The Company leases office space under noncancelable operating lease
agreements. Rent expense for the years ended December 31, 1996, 1997, and 1998
was $3,000, $7,740, and $17,381, respectively.

The Company leases certain computer equipment under agreements which have
been accounted for as capital leases. All leases contain purchase options either
at fair value or at nominal amounts. The related computer equipment has a cost
of $367,945 and accumulated amortization of $117,795 at December 31, 1998.

F-133
<PAGE>
ZOOMNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

7. COMMITMENTS--(CONTINUED)

Minimum future lease payments under operating leases together with the
present value of the net minimum lease payments under capital leases are
summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------
CAPITAL OPERATING
------- ---------
<S> <C> <C>
1999.................................................................. $116,160 $12,000
2000.................................................................. 81,775 13,800
2001.................................................................. 74,015 15,000
2002.................................................................. -- 15,600
2003.................................................................. -- --
Thereafter............................................................ -- --
-------- -------
Total minimum lease payments.......................................... $271,950 $56,400
Less amounts representing interest.................................... (26,446)
--------
Present value of minimum lease payments............................... $245,504
--------
--------
</TABLE>

Termination Penalties

The Company enters into long-term telephone contracts which provide for
early termination penalties. If all such contracts had been terminated at
December 31, 1998, the Company would have incurred termination penalties of
approximately $345,000. The Company has no present plan to terminate these
contracts.

8. INCOME TAXES

Income tax provision (benefit) was comprised of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Current:
Federal..................................................... $ 693 $ 2,782 $44,861
State....................................................... 199 799 11,090
------- ------- -------
892 3,581 55,951
Deferred:
Federal..................................................... (5,982) 41,761 5,594
State....................................................... (1,033) 11,999 1,608
------- ------- -------
(7,015) 53,760 7,202
------- ------- -------
$(6,123) $57,341 $63,153
------- ------- -------
------- ------- -------
</TABLE>

The Company's deferred tax assets and liabilities were as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
Deferred tax assets:
Cash to accrual adjustment........................................... $ 11,522 $ 36,545
Reserve for bad debts................................................ 6,739 15,550
-------- --------
Total deferred tax assets.............................................. 18,261 52,095
Deferred tax liabilities--depreciation................................. 65,006 106,042
-------- --------
Net deferred tax liabilities........................................... $(46,745) $(53,947)
-------- --------
-------- --------
</TABLE>

F-134
<PAGE>
ZOOMNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

8. INCOME TAXES--(CONTINUED)

A reconciliation between the amount of reported income taxes and the amount
computed by multiplying the applicable statutory Federal income tax rate was as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Federal income tax expense (benefit) at statutory rates................. $(4,739) $48,758 $54,482
State income tax expense (benefit), net of federal taxes................ (819) 8,447 8,380
Other................................................................... -- 136 291
Valuation allowance..................................................... (565) -- --
------- ------- -------
Income tax provision (benefit).......................................... $(6,123) $57,341 $63,153
------- ------- -------
------- ------- -------
</TABLE>
9. ACQUISITIONS

In September 1998, the Company purchased the customer base of another ISP
which had approximately 1,164 customers. Also, the Company acquired all names,
trade names, servicemarks, trademarks, domain names, customer lists, web pages,
licenses, marketing materials and other intellectual property of the ISP. In
addition, the purchase agreement included a non-compete provision. The cost of
the acquisition was $232,800.

In September 1998, the Company purchased the customer base of another ISP
which had approximately 63 customers. The Company acquired all names, trade
names, servicemarks, trademarks, domain names, customer lists, web pages,
licenses, marketing materials and other intellectual property of the ISP. In
addition, the purchase agreement included a non-compete provision. The cost of
the acquisition was $3,185.

The cost of these acquisitions have been allocated to the customer bases
and non-compete agreements, which are being amortized over five years.

10. PENDING TRANSACTION

During 1998 the Company's stockholders entered into an agreement whereby
they will sell their shares in the Company to OneMain.com, Inc. ('OneMain.com').
The Company's stockholders will exchange their shares in the Company for cash
and shares of common stock of OneMain.com concurrently with the consummation of
the initial public offering of the common stock of OneMain.com. Additionally,
the Company's stockholders will be given additional consideration, contingent
upon certain operational and earnings margin requirements, which shall be equal
to one-fifth of the difference between total revenue for the Company for the 12
months ended June 30, 1999, and the revenues for the Company for the period from
April 1, 1998, through June 30, 1998, multiplied by four. The amount of the
additional consideration will be payable in either cash or stock, at the option
of OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole stockholder of the Company. Subsequent to the acquisition, the Company will
continue to exist.

The related party transactions as described in Note 3 will be amended upon
consummation of the acquisition discussed above so that all continuing
obligations will be similar to terms and conditions of agreements/arrangements
with unaffiliated third parties.

F-135
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Palm.Net, USA, Inc.

We have audited the accompanying balance sheets of Palm.Net, USA, Inc. as of
December 31, 1997 and 1998, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the period from January 3,
1996 (inception) to December 31, 1996 and the years ended December 31, 1997 and
1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Palm.Net, USA, Inc. at December
31, 1997 and 1998, and the results of its operations and its cash flows for the
period from January 3, 1996 (inception) to December 31, 1996 and the years ended
December 31, 1997 and 1998, in conformity with accounting principles generally
accepted in the United States.

/S/ ERNST & YOUNG LLP

Jacksonville, Florida
January 19, 1999

F-136
<PAGE>
PALM.NET, USA, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................... $ 15,476 $ 15,622
Accounts receivable..................................................................... 4,451 1,911
Prepaid expenses........................................................................ 1,705 4,145
-------- --------
Total current assets................................................................. 21,632 21,678
Property and equipment, net............................................................... 107,130 144,197
-------- --------
Total assets......................................................................... $128,762 $165,875
-------- --------
-------- --------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses................................................... $ 21,267 $ 22,028
Deferred revenues....................................................................... 35,764 58,585
Due to stockholders..................................................................... 57,811 --
-------- --------
Total current liabilities............................................................ 114,842 80,613
Stockholders' equity:
Common stock, $1 par value; 7,500 shares authorized, 100 shares issued and
outstanding.......................................................................... 100 100
Additional paid-in capital.............................................................. 400 400
Retained earnings....................................................................... 13,420 84,762
Total stockholders' equity........................................................... 13,920 85,262
-------- --------
Total liabilities and stockholders' equity........................................... $128,762 $165,875
-------- --------
-------- --------
</TABLE>

See accompanying notes.

F-137
<PAGE>
PALM.NET, USA, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 3, 1996 YEAR ENDED
(INCEPTION) TO DECEMBER 31,
DECEMBER 31, --------------------
1996 1997 1998
--------------- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues........................................................ $ 93,291 $399,390 $583,930
Other revenues......................................................... 2,627 33,021 41,992
--------- -------- --------
Total revenues...................................................... 95,918 432,411 625,922
COSTS AND EXPENSES:
Cost of access revenues................................................ 43,173 130,292 148,787
Cost of other revenues................................................. 651 6,000 13,750
Operations and customer support........................................ 32,968 55,549 63,358
Sales and marketing.................................................... 25,662 45,732 63,171
General and administrative............................................. 39,295 91,805 182,249
Depreciation........................................................... 6,279 23,202 35,300
--------- -------- --------
Total costs and expenses............................................ 148,028 352,580 506,615
--------- -------- --------
(Loss) income from operations............................................ (52,110) 79,831 119,307
OTHER INCOME (EXPENSE):
Interest income........................................................ 3 170 300
Interest expense....................................................... (617) (11,541) (7,880)
Miscellaneous income (expense), net.................................... 1,811 (4,127) (40,385)
--------- -------- --------
1,197 (15,498) (47,965)
--------- -------- --------
Net (loss) income........................................................ $ (50,913) $ 64,333 $ 71,342
--------- -------- --------
--------- -------- --------
UNAUDITED PRO FORMA INFORMATION:
Net (loss) income...................................................... $ (50,913) $ 64,333 $ 71,342
Pro forma income tax provision......................................... -- 5,281 27,015
--------- -------- --------
Pro forma net (loss) income (See Note 2)............................... $ (50,913) $ 59,052 $ 44,327
--------- -------- --------
--------- -------- --------
</TABLE>

See accompanying notes.

F-138
<PAGE>
PALM.NET, USA, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
TOTAL
COMMON STOCK ADDITIONAL RETAINED STOCKHOLDERS'
---------------- PAID-IN EARNINGS EQUITY
SHARES AMOUNT CAPITAL (DEFICIT) (DEFICIT)
------ ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 3, 1996............................... 100 $100 $400 $ -- $ 500
Net loss............................................... -- -- -- (50,913) (50,913)
---- ---- ---- -------- ---------
BALANCE AT DECEMBER 31, 1996............................. 100 100 400 (50,913) (50,413)
Net income............................................. -- -- -- 64,333 64,333
---- ---- ---- -------- ---------
BALANCE AT DECEMBER 31, 1997............................. 100 100 400 13,420 13,920
Net income............................................. -- -- -- 71,342 71,342
---- ---- ---- -------- ---------
BALANCE AT DECEMBER 31, 1998............................. 100 $100 $400 $ 84,762 $ 85,262
---- ---- ---- -------- ---------
---- ---- ---- -------- ---------
</TABLE>

See accompanying notes.

F-139
<PAGE>
PALM.NET, USA, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 3, 1996 YEAR ENDED
(INCEPTION) TO DECEMBER 31,
DECEMBER 31, --------------------
1996 1997 1998
--------------- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income........................................................ $ (50,913) $ 64,333 $ 71,342
Adjustments to reconcile net (loss) income to net cash (used in) provided
by operating activities:
Depreciation........................................................... 6,279 23,202 35,300
Changes in operating assets and liabilities:
Accounts receivable................................................. (953) (3,498) 2,540
Prepaid expenses.................................................... (1,583) (122) (2,440)
Other current assets................................................ -- -- --
Accounts payable and accrued expenses............................... 25,803 (4,536) 761
Deferred revenues................................................... 13,424 22,340 22,821
--------- -------- --------
Net cash (used in) provided by operating activities...................... (7,943) 101,719 130,324
INVESTING ACTIVITIES
Purchases of property and equipment...................................... (73,497) (63,114) (72,367)
--------- -------- --------
Net cash used in investing activities.................................... (73,497) (63,114) (72,367)
FINANCING ACTIVITIES
Proceeds from participants' capital contributions........................ 400 -- --
Net proceeds from issuance of common stock............................... 100 -- --
Increase (decrease) in due to/from stockholders.......................... 85,490 (27,679) (57,811)
--------- -------- --------
Net cash provided by (used in) financing activities...................... 85,990 (27,679) (57,811)
--------- -------- --------
Net increase in cash and cash equivalents................................ 4,550 10,926 146
Cash and cash equivalents at beginning of period......................... -- 4,550 15,476
--------- -------- --------
Cash and cash equivalents at end of period............................... $ 4,550 $ 15,476 $ 15,622
--------- -------- --------
--------- -------- --------
</TABLE>

See accompanying notes.

F-140
<PAGE>
PALM.NET, USA, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Palm.Net, USA, Inc. (the 'Company') is a regional provider of Internet
access. The Company was incorporated in Florida on January 3, 1996 and began
marketing services on April 1, 1996. The Company's targeted markets include
Florida.

The Company expects to continue to focus on increasing its subscriber base
and geographic coverage. The on-line services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services, and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to achieve or sustain
profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment, including leasehold improvements, are stated at
cost. Depreciation is calculated using the straight-line method over the
estimated useful lives ranging between five to seven years. Leasehold
improvements are amortized over the lesser of the related lease term or the
useful life.

Revenue Recognition

Costs of Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

F-141
<PAGE>
PALM.NET, USA, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
period from January 3, 1996 (inception) to December 31, 1996 and the years ended
December 31, 1997 and 1998, the Company expensed $18,079, $20,469 and $28,349,
respectively, as advertising costs.

Income Taxes

Historically, the Company has elected by the consent of its stockholders,
to be taxed under the provisions of Subchapter S of the Internal Revenue Code
(the 'Code'). Under the Subchapter S provisions of the Code, the stockholders
include the Company's corporate income in their personal income tax returns.
Accordingly, the Company was not subject to federal and state corporate income
tax during the period for which it was an S Corporation.

The unaudited pro forma income tax information included in the statements
of operations and Note 6 is presented in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, as if the Company had
been subject to federal and certain state income taxes for the period from
January 3, 1996 (inception) to December 31, 1996, and for the years ended
December 31, 1997 and 1998.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company
maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. The carrying amount of the receivables approximates their
fair value.

Sources of Supplies

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers, and high-performance routers, which are important
components of its network, each are currently acquired from Computer Max. In
addition, some of the Company's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Company's needs as it is
building out its network infrastructure, then delays and increased costs in the
expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

F-142
<PAGE>
PALM.NET, USA, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Reclassifications

Certain 1996 and 1997 amounts have been reclassified to conform with the
1998 presentation.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
-------- --------
<S> <C> <C>
Computer equipment.............................................................. $123,453 $194,649
Furniture, fixtures, and office equipment....................................... 10,173 11,344
Leasehold improvements.......................................................... 2,985 2,985
Less accumulated depreciation and amortization.................................. (29,481) (64,781)
-------- --------
$107,130 $144,197
-------- --------
-------- --------
</TABLE>

4. LEASE COMMITMENTS

The Company leases office space under noncancelable operating lease
agreements. The leases generally provide for renewal terms and the Company is
required to pay a portion of the common areas' expenses including maintenance,
real estate taxes, and other expenses. Rent expense for the period from January
3, 1996 (inception) to December 31, 1996 and the years ended December 31, 1997
and 1998 was $7,573, $10,338, and $10,438, respectively. The Company has no
material lease commitments for future periods.

5. RELATED PARTY TRANSACTIONS

Loan agreements exist between the Company and the stockholders for an
amount equal to the amount of business operating expenses advanced on the
stockholder's personal lines of credit. Payments are due in coordination with
the timing of payments due to the lenders. In addition, certain Company funds
were used by the stockholders to fund personal PALM.NET, USA, INC. expenses. The
net amount due to (from) the stockholders at December 31, 1997 and 1998 was
$57,811. The net amount due from stockholders at December 31, 1998 in the amount
of $40,385 was written off by the Company. Interest expense incurred with the
loan agreements during the period from January 3, 1996 (inception) to December
31, 1996 and years ended December 31, 1997 and 1998 was $617, $11,541, and
$7,880, respectively.

6. INCOME TAXES

Upon consummation of an agreement with One Main.com, Inc. ('One Main.com')
to sell the outstanding stock of the Company and concurrent with the related
initial public offering of One Main.com, the Company's status as an S
Corporation under the Code will automatically terminate and normal federal and
state corporate income tax rates will apply. Based upon the cumulative temporary
differences, the Company would have recognized a deferred federal and state
income tax benefit and asset of $18,412 as of December 31, 1998, had the
termination of its election to be treated as an S Corporation occurred on that
date.

No pro forma income tax provision is reflected for the period from January
3, 1996 (inception) to December 31, 1996 as the Company would have provided a
full valuation allowance against the deferred tax asset had it been a C
Corporation.

F-143
<PAGE>
PALM.NET, USA, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. PENDING TRANSACTION

During 1998, the Company's stockholders entered into an agreement whereby
they will sell their shares in the Company to OneMain.com. The Company's
stockholders will exchange their shares in the Company for cash and shares of
common stock of OneMain.com concurrently with the consummation of the initial
public offering of the common stock of OneMain.com. Additionally, the Company's
stockholders will be given additional consideration, contingent upon certain
operational and earnings margin requirements, which shall be equal to one-fifth
of the difference between total revenue for the Company for the 12 months ended
June 30, 1999, and the revenues for the Company for the period from April 1,
1998, through June 30, 1998, multiplied by four. The amount of the additional
consideration will be payable in either cash or stock, at the option of
OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole stockholder of the Company. Subsequent to the acquisition, the Company will
continue to exist.

The related party transactions as described in Note 5 will be amended upon
consummation of the acquisition discussed above so that all continuing
obligations will be similar to terms and conditions of agreements/arrangements
with unaffiliated third parties.

F-144
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Internet Access Group, Inc.

We have audited the accompanying combined balance sheets of Internet Access
Group, Inc. as of December 31, 1997 and 1998, and the related combined
statements of operations, stockholders' deficit, and cash flows for the three
years in the period ended December 31, 1998. 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.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Internet Access
Group, Inc. at December 31, 1997 and 1998, and the combined results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with accounting principles generally accepted
in the United States.

As discussed in Note 2 to the financial statements, the Company's working
capital deficiency and net losses accumulated since inception raise substantial
doubt about its ability to continue as a going concern. The 1998 financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/S/ ERNST & YOUNG LLP

Jacksonville, Florida
January 14, 1999

F-145
<PAGE>
INTERNET ACCESS GROUP, INC.

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................. $ 23,802 $ 23,354
Accounts receivable--trade............................................................ 58,885 118,399
Other current assets.................................................................. 3,670 11,927
--------- ---------
Total current assets............................................................... 86,357 153,680
Receivable from stockholder............................................................. 95,151 100,151
Property and equipment, net............................................................. 108,267 238,720
--------- ---------
Total assets....................................................................... $ 289,775 $ 492,551
--------- ---------
--------- ---------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses................................................. $ 47,945 $ 186,182
Deferred revenues..................................................................... 144,226 167,484
Notes payable--current portion........................................................ 9,720 41,195
Capital lease obligations current--portion............................................ 840 65,222
--------- ---------
Total current liabilities.......................................................... 202,731 460,083
Notes payable, net of current portion................................................... 172,572 151,178
Capital lease obligations, net of current portion....................................... 26,108 85,080

Stockholders' deficit:
Common stock.......................................................................... 100 100
Additional paid-in capital............................................................ 17,570 17,570
Accumulated deficit................................................................... (129,306) (221,460)
--------- ---------
Total stockholders' deficit........................................................ (111,636) (203,790)
--------- ---------
Total liabilities and stockholders' deficit........................................ $ 289,775 $ 492,551
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-146
<PAGE>
INTERNET ACCESS GROUP, INC.

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues......................................................... $701,633 $ 947,952 $1,402,635
Other revenues.......................................................... 249,712 231,482 131,742
-------- ---------- ----------
Total revenues....................................................... 951,345 1,179,434 1,534,377
COSTS AND EXPENSES:
Cost of access revenues................................................. 269,254 331,901 558,046
Cost of other revenues.................................................. 148,992 174,509 99,365
Operations and customer support......................................... 124,299 147,854 214,746
Sales and marketing..................................................... 60,859 122,885 161,627
General and administrative.............................................. 303,156 340,341 498,836
Depreciation............................................................ 11,831 25,807 60,668
-------- ---------- ----------
Total costs and expenses............................................. 918,391 1,143,297 1,593,288
-------- ---------- ----------
Income (loss) from operations............................................. 32,954 36,137 (58,911)
OTHER INCOME (EXPENSE):
Interest income......................................................... 211 121 1,207
Interest expense........................................................ (10,700) (24,136) (34,450)
-------- ---------- ----------
Net income (loss)......................................................... $ 22,465 $ 12,122 $ (92,154)
-------- ---------- ----------
-------- ---------- ----------
</TABLE>

See accompanying notes.

F-147
<PAGE>
INTERNET ACCESS GROUP, INC.

COMBINED STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
---------------- PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT DEFICIT
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995........................... 100 $100 $ 17,570 $(163,893) $(146,223)
Net income........................................... -- -- -- 22,465 22,465
--- ---- -------- --------- ---------
BALANCE AT DECEMBER 31, 1996........................... 100 100 17,570 (141,428) (123,758)
Net income........................................... -- -- -- 12,122 12,122
--- ---- -------- --------- ---------
BALANCE AT DECEMBER 31, 1997........................... 100 100 17,570 (129,306) (111,636)
Net loss............................................. -- -- -- (92,154) (92,154)
--- ---- -------- --------- ---------
BALANCE AT DECEMBER 31, 1998........................... 100 $100 $ 17,570 $(221,460) $(203,790)
--- ---- -------- --------- ---------
--- ---- -------- --------- ---------
</TABLE>

See accompanying notes.

F-148
<PAGE>
INTERNET ACCESS GROUP, INC.

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1997 1998
---- ---- ----

<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)........................................................... $ 22,465 $ 12,122 $(92,154)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Depreciation and amortization............................................. 11,831 25,807 60,668
Accrued interest.......................................................... 8,120 18,583 21,864
Changes in operating assets and liabilities:
Accounts receivable trade.............................................. (73,162) 51,298 (59,514)
Other current assets................................................... (1,400) -- (8,257)
Accounts payable and accrued expenses.................................. 3,780 (122,184) 138,237
Deferred revenues...................................................... 79,628 54,154 23,258
--------- --------- --------
Net cash provided by operating activities................................... 51,262 39,780 84,102
INVESTING ACTIVITIES:
Purchases of property and equipment......................................... (65,827) (22,128) (38,649)
Increase in accounts receivable--stockholder................................ (42,136) (40,220) (5,000)
--------- --------- --------
Net cash used in investing activities....................................... (107,963) (62,348) (43,649)
FINANCING ACTIVITIES:
Net proceeds (repayments) from borrowing on notes payable................... 77,412 11,726 (6,231)
Payments on obligations under capital leases................................ -- -- (34,670)
--------- --------- --------
Net cash provided by (used in) financing activities......................... 77,412 11,726 (40,901)
--------- --------- --------
Net increase (decrease) in cash and cash equivalents........................ 20,711 (10,842) (448)
Cash and cash equivalents at beginning of year.............................. 13,933 34,644 23,802
--------- --------- --------
Cash and cash equivalents at end of year.................................... $ 34,644 $ 23,802 $ 23,354
--------- --------- --------
--------- --------- --------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest...................................................... $ 2,400 $ 5,752 $ 17,028
--------- --------- --------
--------- --------- --------
Capital lease obligations incurred.......................................... $ -- $ 26,948 $152,472
--------- --------- --------
--------- --------- --------
</TABLE>

See accompanying notes.

F-149
<PAGE>
INTERNET ACCESS GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION

Internet Access Group, Inc. ('IAG' or the 'Company') is a regional provider
of Internet access which was incorporated on December 2, 1994 and began
marketing services in January 1995 with a targeted customer base primarily in
Florida.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The combined financial statements include the following operating companies
owned by the same individual. The companies included in Internet Access Group,
Inc. are:

Peiman and Associates, Inc. specializes in software development and
computer consulting services; became inactive as of January 1, 1997.

Internet Access Group, Inc. provides internet services; formed as an S
Corporation on December 2, 1994. The Company revoked its S Corporation
status and became a C Corporation effective January 1, 1998.

Significant intercompany transactions and balances have been
eliminated.

Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the continuation of
the Company as a going concern. However, the Company has accumulated net losses
of $221,460 since its inception and, as a result, has a stockholders' deficit of
$203,790 and negative working capital of $306,403 at December 31, 1998.
Management believes that actions presently being taken, as described below, will
provide the Company with sufficient funds to continue as a going concern. The
results to date reflect significant investments made by management in its
infrastructure and its efforts in order to enhance its ability to provide
internet access services to subscribers in its service area. The Company has
allocated substantial resources to enhance its customer service department and
implemented a new billing system in 1998 to meet the needs of its subscribers.
During 1998, the Company also decided to eliminate its web development
department which had been generating operating losses during 1997 and the first
half of 1998. The Company believes operating results achieved in the third and
fourth quarters of 1998 reflect an operating profitability that demonstrates the
Company will be able to meet its working capital obligations and enable the
Company to continue as a going concern.

F-150
<PAGE>
INTERNET ACCESS GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment is stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful life of five years.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997 and 1998.

Revenue Recognition

Cost of Revenues

Cost of access revenues primarily consists of telecommunication expenses
inherent in the network infrastructure.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997, and 1998 the Company expensed $25,228,
$38,055, and $38,637 respectively, as advertising costs.

Income Taxes

For tax years prior to 1998, the Company elected tax treatment as an S
Corporation; accordingly, the Company was taxed under the provisions of
Subchapter S of the Internal Revenue Code (the 'Code'). Under the Subchapter S
provisions of the Code, the stockholders included the Company's corporate income
in their personal income tax returns. Accordingly, the Company was not subject
to federal and state corporate income tax during the period for which it was an
S Corporation.

F-151
<PAGE>
INTERNET ACCESS GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

The Company revoked its S Corporation election on March 1, 1998. Therefore,
the Company was subject to normal federal and state corporate income taxes
effective January 1, 1998.

For periods prior to the revocation of its S Corporation status, the
unaudited pro forma income tax information included in Note 7 is presented in
accordance with Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes, as if the Company had been subject to federal and certain
state income taxes for the years ended December 31, 1996 and 1997.

For periods after the revocation of its S Corporation status, the Company
accounts for income taxes using the liability method. The liability method
provides that deferred tax assets and liabilities are recorded based on the
differences between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes, referred to as 'temporary
differences.' Temporary differences result from the use of different accounting
methods for financial statement and income tax reporting purposes.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by high credit quality financial institutions. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company
maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. The carrying amount of the receivables approximates their
fair value.

Sources of Supplies

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers, and high-performance routers, which are important
components of its network, each are currently acquired from nine sources. In
addition, some of the Company's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Company's needs as it is
building out its network infrastructure, then delays and increased costs in the
expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

Reclassifications

Certain 1996 and 1997 amounts have been reclassified to conform with the
1998 presentation.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
-------- --------
<S> <C> <C>
Computer equipment.............................................................. $126,136 $314,257
Other fixed assets.............................................................. 22,037 22,037
-------- --------
148,173 336,294
Less accumulated depreciation and amortization.................................. (39,906) (97,574)
-------- --------
$108,267 $238,720
-------- --------
-------- --------
</TABLE>

F-152
<PAGE>
INTERNET ACCESS GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

4. NOTES PAYABLE

Notes payable consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
-------- --------
<S> <C> <C>
Promissory notes payable, interest at 12%....................................... $166,619 $180,899
Secured automobile loan......................................................... 15,673 11,474
-------- --------
Total notes payable........................................................... 182,292 192,373
Less: current portion......................................................... (9,720) (41,195)
-------- --------
Notes payable, noncurrent....................................................... $172,572 $151,178
-------- --------
-------- --------
</TABLE>

The promissory notes are payable to a minority stockholder. The terms of
the promissory notes allow for either party, giving six months written notice,
the option of converting principal and accumulated interest into a maximum
48-month, 12% amortized payoff schedule. Subsequent to December 31, 1997, the
creditor formally made demand on two of the notes which had amounts outstanding
of $148,301 as of December 31, 1998.

Principal payments on notes payable for each of the years from 1999 to 2003
are as follows:

5. COMMITMENTS

Lease Commitments

The Company leases office space under noncancelable operating lease
agreements. The leases generally provide for renewal terms and the Company is
required to pay a portion of the common areas' expenses including maintenance,
real estate taxes, and other expenses. Rent expense for the years ended December
31, 1996, 1997, and 1998 was $32,805, $38,990, and $34,288, respectively. The
Company also leases certain computer equipment under agreements which have been
accounted for as capital leases.

At December 31, 1998, future minimum lease payments under operating leases
together with the present value of the net minimum lease payments under capital
leases are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------
CAPITAL OPERATING
-------- ---------
<S> <C> <C>
1999............................................................................ $ 85,238 $15,895
2000............................................................................ 77,251 --
2001............................................................................ 6,919 --
2002............................................................................ -- --
2003............................................................................ -- --
Thereafter...................................................................... -- --
-------- --------
Total minimum lease payments.................................................... $169,408 $15,895
--------
--------
Less amounts representing interest.............................................. (19,106)
--------
Present value of minimum lease payments......................................... $150,302
--------
--------
</TABLE>

F-153
<PAGE>
INTERNET ACCESS GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

6. COMMON STOCK

At December 31, 1998, the common stock of Internet Access Group, Inc.
consists of 100 shares ($1 par value) authorized, issued and outstanding.

7. INCOME TAXES

As discussed in Note 2, the Company revoked its S Corporation status and
became a C Corporation effective January 1, 1998. Based upon the cumulative
temporary differences, the Company's deferred federal and state income tax asset
as of December 31, 1998 was $25,815. A full valuation allowance of $25,815 was
provided resulting in a deferred asset of $0. No pro forma income tax provision
(benefit) is reflected for the years ended December 31, 1996 and 1997, as the
Company would have provided a full valuation allowance against the deferred tax
asset had it been a C Corporation.

8. RELATED PARTY TRANSACTIONS

At December 31, 1997 and 1998 the Company reported amounts receivable from
stockholder of $95,151, and $100,151, respectively, which relate to Company
funds used by the stockholder to fund personal expenses. No formal note exists
related to these advances.

9. PENDING TRANSACTION

During 1998, the Company's stockholders entered into an agreement whereby
they will sell their shares in the Company to OneMain.com, Inc. ('OneMain.com').
The Company's stockholders will exchange their shares in the Company for cash
and shares of common stock of OneMain.com concurrently with the consummation of
the initial public offering of the common stock of OneMain.com. Additionally,
the Company's stockholders will be given additional consideration, contingent
upon certain operational and earnings margin requirements, which shall be equal
to one-fifth of the difference between total revenue for the Company for the 12
months ended June 30, 1999, and the revenues for the Company for the period from
April 1, 1998, through June 30, 1998, multiplied by four. The amount of the
additional consideration will be payable in either cash or stock, at the option
of OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole stockholder of the Company. Subsequent to the acquisition, the Company will
continue to exist.

The related party transactions as described in Note 8 will be amended upon
consummation of the acquisition discussed above so that all continuing
obligations will be similar to terms and conditions of agreements/arrangements
with unaffiliated third parties.

F-154
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Members
Midwest Internet, L.L.C.

We have audited the accompanying balance sheets of Midwest Internet, L.L.C. (the
Company) as of December 31, 1997 and 1998, and the related statements of
operations, changes in members' deficit, and cash flows for each of the three
years in the period ended December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Midwest Internet, L.L.C. at
December 31, 1997 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998, in conformity
with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

St. Louis, Missouri
January 26, 1999,
except for Note 10, as to which
the date is February 3, 1999.

F-155
<PAGE>
MIDWEST INTERNET, L.L.C.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----

<S> <C> <C>
ASSETS

Current assets:

Cash and cash equivalents........................................................... $ 40,962 $ 80,350

Accounts receivable, less allowance of $45,049 as of December 31, 1998.............. 206,807 353,887

Other current assets................................................................ 1,341 1,687
---------- ----------

Total current assets............................................................. 249,110 435,924

Property and equipment, net........................................................... 498,139 991,605

Intangibles assets.................................................................... -- 433,539

Other assets.......................................................................... -- 6,294
---------- ----------

Total assets..................................................................... $ 747,249 $1,867,362
---------- ----------
---------- ----------

LIABILITIES AND MEMBERS' DEFICIT

Current liabilities:

Accounts payable.................................................................... $ 210,124 $ 259,446

Accrued expenses.................................................................... 22,785 6,589

Unearned revenues................................................................... 39,580 97,948

Notes payable....................................................................... 770,873 889,256

Advances from related parties....................................................... 90,778 --

Current portion of capital lease obligations........................................ 74,475 289,978
---------- ----------

Total current liabilities........................................................ 1,208,615 1,543,217

Notes payable, less current portion................................................... 8,910 181,082

Capital lease obligations, less current portion....................................... 118,781 328,702

Members' deficit...................................................................... (589,057) (185,639)
---------- ----------

Total liabilities and members' deficit........................................... $ 747,249 $1,867,362
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-156
<PAGE>
MIDWEST INTERNET, L.L.C.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1996 1997 1998
---- ---- ----

<S> <C> <C> <C>
REVENUES:

Access revenues....................................................... $1,555,668 $2,302,702 $3,925,868

Other revenues........................................................ 234,708 220,426 165,198
---------- ---------- ----------

Total revenues..................................................... 1,790,376 2,523,128 4,091,066

COSTS AND EXPENSES:

Costs of access and other revenues.................................... 666,731 922,467 1,364,873

Operations and customer support....................................... 458,013 337,608 423,200

Sales and marketing................................................... 338,740 186,993 490,132

General and administrative............................................ 630,489 716,246 987,954

Depreciation and amortization......................................... 178,771 301,244 324,711
---------- ---------- ----------

Total costs and expenses........................................... 2,272,744 2,464,558 3,590,870
---------- ---------- ----------

Income (loss) from operations........................................... (482,368) 58,570 500,196

OTHER INCOME (EXPENSE):

Interest expense...................................................... (59,066) (102,004) (106,066)

Other income (expense), net........................................... (3,060) 37,269 9,288
---------- ---------- ----------

Net income (loss)....................................................... $ (544,494) $ (6,165) $ 403,418
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

F-157
<PAGE>
MIDWEST INTERNET, L.L.C.

STATEMENTS OF CHANGES IN MEMBERS' DEFICIT

<TABLE>
<CAPTION>
TOTAL
CAPITAL ACCUMULATED MEMBERS
CONTRIBUTIONS DEFICIT DEFICIT
------------- ----------- ----------

<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995........................................... $ 75,000 $ (198,023) $ (123,023)

Net loss............................................................. -- (544,494) (544,494)

Members' contributions............................................... 84,625 -- 84,625
--------- ---------- ----------

BALANCE AT DECEMBER 31, 1996........................................... 159,625 (742,517) (582,892)

Net loss............................................................. -- (6,165) (6,165)
--------- ---------- ----------

BALANCE AT DECEMBER 31, 1997........................................... 159,625 (748,682) (589,057)

Net income........................................................... 403,418 403,418
---------- ----------

BALANCE AT DECEMBER 31, 1998........................................... $ 159,625 $ (345,264) $ (185,639)
--------- ---------- ----------
--------- ---------- ----------
</TABLE>

See accompanying notes.

F-158
<PAGE>
MIDWEST INTERNET, L.L.C.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss).................................................. $ (544,494) $ (6,165) $ 403,418
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operating activities:
Depreciation and amortization.................................... 178,771 301,244 324,711
(Gain) loss on sale or disposal of equipment..................... 3,060 (37,269) (8,868)
Changes in operating assets and liabilities:
Accounts receivable, net...................................... (227,830) 41,314 (133,706)
Other assets.................................................. 1,687 (1,341) (6,640)
Accounts payable.............................................. 201,904 (130,879) 49,322
Accrued expenses.............................................. 18,620 (7,412) (16,196)
Unearned revenues............................................. 17,831 11,174 (14,525)
------------ ------------ ------------
Net cash (used in) provided by operating activities................ (350,451) 170,666 597,516
INVESTING ACTIVITIES
Acquisition of MyChoice Internet................................... -- -- (14,960)
Purchases of property and equipment................................ (455,136) (120,322) (84,444)
Proceeds from disposal of property and equipment................... 24,616 100,385 9,504
------------ ------------ ------------
Net cash used in investing activities.............................. (430,520) (19,937) (89,900)
FINANCING ACTIVITIES
Proceeds from issuance of notes payable............................ 2,130,275 1,130 --
Principal payments of notes payable................................ (1,583,842) (157,658) (208,404)
Payments on obligations under capital leases....................... -- (50,340) (169,046)
Proceeds from members' capital contributions....................... 84,625 -- --
Net advances from (to) related parties............................. 234 83,811 (90,778)
------------ ------------ ------------
Net cash provided by (used in) financing activities................ 631,292 (123,057) (468,228)
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents............... (149,679) 27,672 39,388
Cash and cash equivalents at beginning of year..................... 162,969 13,290 40,962
------------ ------------ ------------
Cash and cash equivalents at end of year........................... $ 13,290 $ 40,962 $ 80,350
------------ ------------ ------------
------------ ------------ ------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest............................................. $ 59,066 $ 102,004 $ 106,066
------------ ------------ ------------
------------ ------------ ------------
Capital lease obligations incurred................................. $ -- $ 243,595 $ 594,470
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

See accompanying notes.

F-159
<PAGE>
MIDWEST INTERNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998

1. ORGANIZATION

Midwest Internet, L.L.C. (the Company) is a regional provider of Internet
access. The Company was organized in the State of Illinois on February 2, 1995
(inception) and began marketing services in March 1995. The Company's targeted
markets include residential and business customers in Illinois, Tennessee,
Kentucky, and Missouri.

The Company expects to continue to focus on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services, and
telecommunication companies are likely to enhance their service offerings,
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs, increase
spending on marketing, limit the Company's ability to expand its subscriber
base, and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to achieve or sustain
profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives ranging from three to
seven years. All computer equipment is being depreciated using a three-year
useful life.

Intangibles Assets

Intangibles assets consist of goodwill and costs incurred for the purchase
of a non-compete agreement from another Internet service provider. Goodwill,
which represents the cost in excess of the fair market value of identifiable net
assets acquired, is being amortized using the straight line method over five
years. The non-compete agreement is being amortized using the straight line
method over its term of two years.

Impairment of Long-lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 (SFAS 121),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997, and 1998.

F-160
<PAGE>
MIDWEST INTERNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Revenue Recognition

Costs of Access Revenues

Costs of access revenues primarily consist of telecommunications expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997, and 1998, the Company expensed $165,984,
$27,554, and $82,156, respectively, as advertising costs.

Income Taxes

The Company was organized as a limited liability company; accordingly, the
Company is taxed under the partnership provisions of the Internal Revenue Code
(the Code). Under the partnership provisions of the Code, the limited liability
company members include the Company's income on their personal income tax
returns. Accordingly, the Company is not subject to federal corporate income
tax.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company
maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. Other financial instruments consist of accounts payable and
notes payable. The carrying values of such amounts reported at the applicable
balance sheet dates approximate their fair value.

Sources of Supplies

The Company relies on local telephone companies and other companies to
provide data communications. Although management believes alternative
telecommunications facilities could be found in a timely manner, any disruption
of these services could have an adverse effect on operating results.

The Company maintains various vendors for required products, such as
modems, terminal servers, and high-performance routers, which are important
components of its network. Some of the Company's suppliers have limited
resources and production capacity. If the suppliers are unable to meet the
Company's needs as it is building out its network infrastructure, then delays
and increased costs in the expansion of the Company's network infrastructure
could result, having an adverse effect on operating results.

F-161
<PAGE>
MIDWEST INTERNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Reclassifications

Reclassifications were made to the prior period financial statements to
conform with the current period's presentation.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment.................................................. $968,581 $1,746,412
Furniture, fixtures, and office equipment........................... 20,584 23,263
Vehicles............................................................ -- 25,780
-------- ----------
989,165 1,795,455
Less accumulated depreciation and amortization...................... 491,026 803,850
-------- ----------
$498,139 $ 991,605
-------- ----------
-------- ----------
</TABLE>

4. NOTES PAYABLE

Notes payable consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Demand note payable to bank, monthly installments of $9,771 through April 1997
and $9,879 thereafter until maturity in October 2003, including interest at
prime plus 1%............................................................... $524,029 $ 455,520
Demand note payable to bank, semi-annual installments of $25,518 through
maturity in October 2001, including interest at
prime plus 1%............................................................... 167,007 130,751
Notes payable to bank, monthly installments ranging from $2,199 to $3,003
through maturity in September 1998, including interest at
prime plus 1%............................................................... 38,822 --
Note payable to individual, monthly installments of $26,752 through maturity
in October 2000, non-interest bearing, unamortized discount of $36,082 at
December 31, 1998 on imputed rate of 8.75%.................................. -- 472,206
Line of credit, due on demand, available borrowings up to $50,000 subject to a
borrowing base, interest at prime plus 1%, expires in June 1999............. 49,925 --
Demand notes payable to bank, monthly installments ranging from $176 to $317
through maturity in April 2001, including interest at rates ranging from
8.125% to 9%................................................................ -- 11,861
-------- ----------
779,783 1,070,338
Less current portion.......................................................... 770,873 889,256
-------- ----------
$ 8,910 $ 181,082
-------- ----------
-------- ----------
</TABLE>

F-162
<PAGE>
MIDWEST INTERNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

4. NOTES PAYABLE--(CONTINUED)

The prime rate used by all of the banks above was 7.75% at December 31,
1998. The Company incurred interest related to the notes of $59,066, $84,847,
and $66,257 for the years ended December 31, 1996, 1997, and 1998, respectively.

The notes payable are secured by substantially all of the Company's assets
and personal guarantees of its members. In addition, most of the above notes are
due on demand; accordingly, such notes have been classified as a current
liability.

In August 1998, the Company obtained an additional $50,000 unsecured line
of credit from a bank. The line of credit expires in August 1999 and is
personally guaranteed by the Company's members. There were no borrowings on this
line in 1998.

5. COMMITMENTS

Lease Commitments

The Company leases certain sites for its servers, office space, and various
office and computer equipment under noncancelable operating lease agreements.
The site leases generally provide for renewal terms, and for certain sites the
Company is required to pay a portion of the common areas' expenses including
maintenance, real estate taxes, and other expense. Rent expense for the years
ended December 31, 1996, 1997, and 1998 was $64,584, $53,370, and $97,024,
respectively.

The Company leases certain computer equipment under agreements which have
been accounted for as capital leases. The related computer equipment had a cost
and accumulated amortization of $243,597 and $45,270, respectively, at December
31, 1997 and $740,604 and $163,467, respectively, at December 31, 1998.
Amortization of leased equipment is included in depreciation. The computer
equipment lease agreements require aggregate monthly payments ranging from $191
to $1,300 and expire at various dates through November 2000.

Future minimum lease payments for both capital and operating leases at
December 31, 1998 were as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
-------- ---------
<S> <C> <C>
1999.................................................................. $346,556 $ 77,295
2000.................................................................. 235,559 42,577
2001.................................................................. 120,175 --
---------
Total minimum lease payments.......................................... 702,290 $ 119,872
---------
---------
Less amounts representing interest.................................... 83,610
--------
Present value of minimum lease payments............................... $618,680
--------
--------
</TABLE>

Purchase Commitment

In February 1998, the Company entered into a three-year noncancelable
agreement for the supply of bandwidth for use as the Company backbone. Under the
terms of the agreement, the monthly service fee is $12,000.

F-163
<PAGE>
MIDWEST INTERNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

6. RELATED PARTY TRANSACTIONS

Members have affiliated enterprises that provide a variety of services to
the Company including Internet consulting and Web page development. During the
years ended December 31, 1996, 1997 and 1998, the Company expensed payments for
services provided from these related parties of $25,700, $31,600, and $66,696,
respectively.

The Company has borrowed certain amounts from its members. No formal
written terms exist for these advances; however, because such amounts are
considered payable within the next year, the Company has classified these
advances as current liabilities in the accompanying balance sheets.

7. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com') to
sell the outstanding members' interest of the Company and concurrent with the
related initial public offering of OneMain.com (as more fully described in Note
9), the Company's tax status as a partnership will terminate and, accordingly,
the Company will be subject to federal and state corporate income tax. Because
of the Company's lack of profitability since formation, deferred tax assets that
would have existed had the Company been a C Corporation of approximately
$125,000 as of December 31, 1998, would have been offset in the entirety by a
valuation allowance. Accordingly, no deferred tax assets would have been
recorded at that date.

No pro forma income tax provision (benefit) is reflected for the years
ended December 31, 1996 and 1997 because the Company would have provided a full
valuation allowance against the deferred tax asset had it been a C Corporation.
For the year ended December 31, 1998, no pro forma income tax provision is
reflected because the Company would have used net operating loss carryforwards
to offset current year taxable income.

8. ACQUISITIONS

On December 8, 1998, the Company consummated a transaction to purchase the
subscriber base of MyChoice Internet, a local ISP, and certain other assets
(including equipment, software used in the provisioning of customers, and
accounts receivable) and assume certain capital leases and customer support
obligations. In addition, the seller agreed to a noncompete period of two years
after closing. The purchase agreement required an initial payment of $14,960,
with future payments totaling $535,040 to be paid in 20 equal monthly
installments of $26,752 beginning December 15, 1998. To ensure payments of the
purchase price, a $250,000 irrevocable letter of credit has been issued by a
bank. The acquisition has been accounted for as a purchase transaction and the
results of operations of the acquired company have been included in the
accompanying statements of operations since the date of acquisition.

The unaudited pro forma results of operations set forth below assumes the
acquisition of the local ISP had occurred at the beginning of the periods
presented.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
12/31/97 12/31/98
---------- ----------
<S> <C> <C>
Revenues.......................................................... $2,801,144 $4,737,551
---------- ----------
---------- ----------
Net (loss) income................................................. $ (138,227) $ 444,243
---------- ----------
---------- ----------
</TABLE>

9. PENDING TRANSACTION

On December 14, 1998, the Company's members entered into an agreement
whereby they will sell their membership shares in the Company to OneMain.com.
The Company's members will exchange their membership shares in the Company for
cash and shares of common stock of OneMain.com concurrently with

F-164
<PAGE>
MIDWEST INTERNET, L.L.C.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1998

9. PENDING TRANSACTION--(CONTINUED)

the consummation of the initial public offering of the common stock of
OneMain.com. Additionally, the Company's members will be given additional
consideration, contingent upon certain operational and earnings margin
requirements, which shall be equal to one-fifth of the difference between total
revenue for the Company for the 12 months ended June 30, 1999 and the revenues
for the Company for the period from April 1, 1998 through June 30, 1998
multiplied by four. The amount of the additional consideration will be payable
in either cash or stock, at the option of OneMain.com. Upon consummation of the
agreement, OneMain.com will become the sole shareholder of the Company.
Subsequent to the acquisition, the Company will continue to exist and maintain
its status as an LLC.

The related party transactions as described in Note 6 will be amended upon
consummation of the acquisition discussed above so that all continuing
obligations will be similar to terms and conditions of agreements/arrangements
with unaffiliated third parties.

10. EVENTS SUBSEQUENT TO THE DATE OF THE REPORT OF INDEPENDENT AUDITORS

On February 3, 1999, the Company entered into an additional lease
commitment related to computer equipment. The lease expires in July 2001 and the
aggregate future minimum lease payments under this lease totals approximately
$283,000.

F-165
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Members,
Internet Solutions, LLC

We have audited the accompanying balance sheet of Internet Solutions, LLC as of
December 31, 1998, and the related statements of operations, members' equity,
and cash flows for the year ended December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Internet Solutions, LLC at
December 31, 1998, and the results of its operations and its cash flows for the
year ended December 31, 1998, in conformity with accounting principles generally
accepted in the United States.

/S/ ERNST & YOUNG LLP

St. Louis, Missouri
January 26, 1999

F-166
<PAGE>
REPORT OF KEVIN J. TOCHTROP, INDEPENDENT AUDITOR

To the Members,
Internet Solutions, LLC

I have audited the accompanying balance sheet of Internet Solutions, LLC as of
December 31, 1997, and the related statements of operations, members' equity,
and cash flows for the years ended December 31, 1996 and 1997. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits 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.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Internet Solutions, LLC at December
31, 1997, and the results of its operations and its cash flows for the years
ended December 31, 1996 and 1997, in conformity with generally accepted
accounting principles.

/S/ KEVIN J. TOCHTROP

Kevin J. Tochtrop
Certified Public Accountant
Washington, Missouri
December 3, 1998

F-167
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............................................................. $ 15,977 $ 30,871
Accounts receivable, net of allowance of $0 and $4,500 at December 31, 1997 and 1998,
respectively........................................................................ 15,807 21,443
Other current assets................................................................... 2,975 1,576
--------- --------
Total current assets................................................................ 34,759 53,890
Property and equipment, net.............................................................. 212,603 419,053
Intangible assets, net................................................................... 59,714 248,120
--------- --------
Total assets........................................................................ $ 307,076 $721,063
--------- --------
--------- --------

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Line of credit, related party.......................................................... $ 150,000 $150,000
Notes payable.......................................................................... -- 127,893
Accounts payable....................................................................... 19,042 42,879
Accrued expenses....................................................................... 7,164 44,222
Unearned revenues...................................................................... 28,167 68,294
Current portion of capital lease obligations........................................... -- 58,948
Other current liabilities.............................................................. -- 25,631
--------- --------
Total current liabilities........................................................... 204,373 517,867
--------- --------
Capital lease obligations, net of current portion........................................ -- 47,902
Commitments.............................................................................. -- --
Members' equity:
Members' capital....................................................................... 224,800 184,800
Accumulated deficit.................................................................... (122,097) (29,506)
--------- --------
Total members' equity............................................................... 102,703 155,294
--------- --------
Total liabilities and members' equity............................................... $ 307,076 $721,063
--------- --------
--------- --------
</TABLE>

See accompanying notes.

F-168
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Revenues:
Access revenues.......................................................... $137,225 $443,424 $ 996,590
Other revenues........................................................... 3,476 2,633 5,945
-------- -------- ----------
Total revenues........................................................ 140,701 446,057 1,002,535
-------- -------- ----------
COSTS AND EXPENSES:
Cost of access revenues and other revenues............................... 84,355 165,741 371,893
Operations and customer support.......................................... -- 58,423 174,202
Sales and marketing...................................................... 12,857 15,760 38,957
General and administrative............................................... 103,222 160,163 204,092
Amortization............................................................. -- 6,635 27,675
Depreciation............................................................. 14,880 33,582 72,419
-------- -------- ----------
Total costs and expenses.............................................. 215,314 440,304 889,238
-------- -------- ----------
(Loss) Income from operations.............................................. (74,613) 5,753 113,297
OTHER INCOME (EXPENSE):
Interest income.......................................................... 429 277 369
Interest expense......................................................... -- (6,807) (21,075)
-------- -------- ----------
Net (loss) income.......................................................... $(74,184) $ (777) $ 92,591
-------- -------- ----------
-------- -------- ----------
UNAUDITED PRO FORMA INFORMATION:
Net (loss) income........................................................ $(74,184) $ (777) $ 92,591
Pro forma income tax provision........................................... -- -- 12,517
-------- -------- ----------
Pro forma net (loss) income........................................... $(74,184) $ (777) $ 80,074
-------- -------- ----------
-------- -------- ----------
</TABLE>

See accompanying notes.

F-169
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

STATEMENTS OF MEMBERS' EQUITY

<TABLE>
<CAPTION>
TOTAL
MEMBERS' ACCUMULATED MEMBERS'
CAPITAL DEFICIT EQUITY
-------- ----------- --------
<S> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995............................................... $ 90,000 $ (47,136) $ 42,864
Contributed capital...................................................... 60,000 -- 60,000
Compensation expense for members' equity................................. 52,400 -- 52,400
Net loss................................................................. -- (74,184) (74,184)
-------- ----------- --------
BALANCE AT DECEMBER 31, 1996............................................... 202,400 (121,320) 81,080
Compensation expense for members' equity................................. 22,400 -- 22,400
Net loss................................................................. -- (777) (777)
-------- ----------- --------
BALANCE AT DECEMBER 31, 1997............................................... 224,800 (122,097) 102,703
Net income............................................................... -- 92,591 92,591
Distribution of capital.................................................. (40,000) -- (40,000)
-------- ----------- --------
BALANCE AT DECEMBER 31, 1998............................................... $184,800 $ (29,506) $155,294
-------- ----------- --------
-------- ----------- --------
</TABLE>

See accompanying notes.

F-170
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income........................................................... $(74,184) $ (777) $ 92,591
Adjustments to reconcile net (loss) income to net cash provided by operating
activities:
Depreciation and amortization............................................. 14,880 40,217 100,094
Compensation expense for members' equity.................................. 52,400 22,400 --
Changes in operating assets and liabilities:
Accounts receivable.................................................... (491) (15,316) (5,636)
Other current assets................................................... -- (2,975) 1,399
Accounts payable....................................................... 5,752 (5,674) 23,837
Accrued expenses....................................................... 1,666 5,498 37,058
Unearned revenues...................................................... -- 28,167 (12,218)
Other current liabilities.............................................. -- -- 25,631
-------- --------- ---------
Net cash provided by operating activities................................... 23 71,540 262,756
-------- --------- ---------
INVESTING ACTIVITIES:
Purchases of property and equipment......................................... (82,298) (154,053) (152,916)
Subscriber list acquisition................................................. -- (66,349) (120,000)
-------- --------- ---------
Net cash used in investing activities....................................... (82,298) (220,402) (272,916)
-------- --------- ---------
FINANCING ACTIVITIES:
Net proceeds under line of credit........................................... -- 150,000 --
Proceeds from note payable.................................................. -- -- 91,000
Principal payments of notes payable......................................... -- -- (6,843)
Payments on obligations under capital leases................................ -- -- (19,103)
Distributions of capital.................................................... -- -- (40,000)
Proceeds from participants' capital contributions........................... 60,000 -- --
-------- --------- ---------
Net cash provided by financing activities................................... 60,000 150,000 25,054
-------- --------- ---------
Net (decrease) increase in cash and cash equivalents........................ (22,275) 1,138 14,894
Cash and cash equivalents at beginning of period............................ 37,114 14,839 15,977
-------- --------- ---------
Cash and cash equivalents at end of period.................................. $ 14,839 $ 15,977 $ 30,871
-------- --------- ---------
-------- --------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest...................................................... $ -- $ 5,533 $ 18,609
-------- --------- ---------
-------- --------- ---------
Capital lease obligation incurred........................................... $ -- $ -- $ 125,953
-------- --------- ---------
-------- --------- ---------
</TABLE>

See accompanying notes.

F-171
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Internet Solutions, LLC (the 'Company') is a regional provider of Internet
access. The Company was organized in Missouri on August 30, 1995 as a limited
liability company and began providing services on October 1, 1995. The Company's
targeted markets include rural areas in Missouri.

The Company expects to continue to focus on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to achieve or sustain
profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives, ranging between three
to five years. Leasehold improvements are amortized over the lesser of the
related lease term or the useful life.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997, and 1998.

Intangible Assets

The Company capitalizes specific costs incurred for the purchase of
customer bases from other Internet service providers ('ISPs'). The customer
acquisition costs are based on the value of retained customers. Amortization is
provided using the straight-line method over five years commencing when the
customer base is received.

F-172
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Revenue Recognition

Cost of Revenues

Cost of access revenues primarily consists of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also includes
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997, and 1998 the Company expensed $12,857,
$19,961, and $29,993 respectively, as advertising costs.

Income Taxes

The Company is organized as a limited liability company under the laws of
the state of Missouri. Accordingly, the Company is taxed under the partnership
provisions of the Internal Revenue Code ('the Code'). Under the partnership
provisions of the Code, the limited liability company members include the
Company's income on their individual tax returns. As a result, the Company is
not subject to federal and state corporate income tax.

The unaudited pro-forma income tax information included in the statements
of operations and Note 8 is presented in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, as if the Company had
been subject to federal and state income taxes for all periods presented.

If the Company had been subject to federal and certain state income taxes
for each of the two years ended December 31, 1996 and 1997, the Company would
have been in a net deferred tax asset position, which would have been fully
offset by a valuation allowance. Any tax benefit or provision for those years
also would have been fully offset by changes in the deferred tax asset valuation
allowance. Therefore, no pro-forma income tax information is reflected for the
years ended December 31, 1996 and 1997.

Financial Instruments

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company
maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. The carrying amount of the receivables approximates their
fair value.

Compensation Expense for Members' Capital

During the period from August 30, 1995 (inception) to July 1, 1997, certain
officers of the Company performed work for the Company without drawing a salary
from the Company. The members of the Company agreed to recognize the fair value
of the work performed by the officers as a contribution to

F-173
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Members' capital and adjusted the ownership percentages of the Company, as
stipulated in the Company's Operating Agreement, accordingly. The amount
contributed by the officers was $104,800.

Sources of Supplies

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers, and high-performance routers, which are important
components of its network, are each currently acquired from varied sources. In
addition, some of the Company's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Company's needs as it is
building out its network infrastructure, then delays and increased costs in the
expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment.............................................................. $231,908 $456,678
Capitalized line installation................................................... 27,446 72,558
Leasehold improvements.......................................................... -- 2,469
Furniture, fixtures, and office equipment....................................... 2,553 9,071
-------- --------
261,907 540,776
Less accumulated depreciation and amortization.................................. (49,304) (121,723)
-------- --------
$212,603 $419,053
-------- --------
-------- --------
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1997 1998
------- --------
<S> <C> <C>
Acquired customer base........................................................... $66,349 $282,430
Less accumulated amortization.................................................... (6,635) (34,310)
------- --------
$59,714 $248,120
------- --------
------- --------
</TABLE>

5. ACQUISITION

On September 1, 1998, the Company entered into an agreement with K4 Cyber
Tech Ltd. ('K4'), to acquire its list of dial-up Internet access customers for
approximately $167,000, of which approximately $43,000 represented a note
payable to K4. In addition to acquiring the list, the Company assumed a
liability of approximately $52,000 to provide services to certain of the newly
acquired customers who had already paid in advance for their services. The
non-cash portion of this transaction related to the issuance of the note payable
and the assumption of the liability have been excluded from the statement of
cash flows. To finance this transaction, the Company entered into an agreement
with a financial institution to borrow up to a

F-174
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. ACQUISITION--(CONTINUED)

maximum of $150,000, in the form of a line of credit, bearing variable interest
rate of prime plus 1% (8.75% at December 31, 1998) and payable at December 30,
1998. At December 30, 1998, the line of credit was amended by a reduction in the
borrowing line to $91,000 and an extension of the maturity date to April 30,
1999.

6. LINE OF CREDIT, RELATED PARTY

The Company has a short-term line of credit with a related party allowing
for borrowings of up to $200,000 based upon defined levels of accounts
receivable and inventory, which is payable on demand. Borrowings against the
line bear interest at the bank's prime rate plus 2% (9.75% at December 31,
1998). The line is secured by certain assets.

7. COMMITMENTS

Lease Commitments

The Company leases office space from a related party and various office and
computer equipment under noncancelable operating lease agreements. The leases
generally provide for renewal terms. Rent expense for the years ended December
31, 1996, 1997, and 1998 was $0, $7,571, and $12,485, respectively. The fair
value of rent expense for the year ended December 31, 1996, associated with the
related party, is immaterial to the financial statements.

The Company leases certain equipment under capital leases. The cost of
assets under capital leases and the related accumulated amortization is $125,953
and $4,667, respectively, at December 31, 1998. Amortization expense related to
these leases is included with depreciation and amortization expense in the
statement of cash flows.

The aggregate liability for future rentals as of December 31, 1998 is as
follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
-------- ---------
<S> <C> <C>
1999............................................................................ $ 71,033 $ 74,394
2000............................................................................ 50,825 53,142
2001............................................................................ -- 38,467
2002............................................................................ -- 17,496
2003............................................................................ -- 13,122
-------- ---------
121,858 $ 196,621
---------
---------
Less amounts representing interest.............................................. 15,008
Present value of minimum lease payments......................................... 106,850
Less current portion............................................................ 58,948
--------
$ 47,902
--------
--------
</TABLE>

8. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc., ('OneMain.com')
to sell the outstanding stock of the Company and concurrent with the related
initial public offering of OneMain.com (as more fully described in Note 9), the
Company's status as a partnership will automatically terminate and normal
federal and state corporate income tax rates will apply. Based upon the
cumulative temporary

F-175
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

8. INCOME TAXES--(CONTINUED)

differences, the Company would have recognized a deferred federal and state
income tax expense and liability of $954 as of December 31, 1998.

9. PENDING TRANSACTION

During 1998, the Company's members entered into an agreement whereby they
will sell their membership shares in the Company to OneMain.com. The Company's
members will exchange their shares in the Company for cash and shares of common
stock of OneMain.com concurrently with the consummation of the initial public
offering of the common stock of OneMain.com. Additionally, the Company's members
will be given additional consideration, contingent upon certain operational and
earnings margin requirements, which shall be equal to one-fifth of the
difference between total revenue for the Company for the 12 months ended June
30, 1999 and the revenues for the Company for the period from April 1, 1998
through June 30, 1998 multiplied by four. The amount of the additional
consideration will be payable in either cash or stock, at the option of
OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole member of the Company. Subsequent to the acquisition, the Company will
continue to exist.

F-176
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Stockholders of
FGInet, Inc.

We have audited the accompanying balance sheets of FGInet, Inc. as of December
31, 1997 and 1998, and the related statements of operations, stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FGInet, Inc. at December 31,
1997 and 1998, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998 in conformity with
accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

St. Louis, Missouri
January 29, 1999

F-177
<PAGE>
FGINET, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................. $ 74,698 $ 66,941
Accounts receivable................................................................... 21,222 21,645
Inventory............................................................................. 6,618 55,898
Prepaid expenses...................................................................... 2,390 12,377
Other current assets.................................................................. 5,574 8,692
-------- ----------
Total current assets............................................................... 110,502 165,553
Property and equipment, net............................................................. 241,126 474,433
Intangible assets, net.................................................................. 23,760 371,600
-------- ----------
Total assets....................................................................... $375,388 $1,011,586
-------- ----------
-------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable...................................................................... $ 62,868 $ 123,532
Accrued expenses...................................................................... 13,706 11,112
Unearned revenues..................................................................... 68,905 221,803
Line of credit........................................................................ -- 80,000
Notes payable......................................................................... 9,079 357,152
-------- ----------
Total current liabilities.......................................................... 154,558 793,599
Deferred tax liability.................................................................. 9,603 --
Stockholders' equity:
Voting common stock; no par value; 9,000,000 shares authorized; 2,960,000, and
3,110,000 shares issued and outstanding, respectively.............................. 295,000 406,000
Non-voting common stock; no par value; 1,000,000 shares authorized; 41,250 and 41,500
shares issued and outstanding, respectively........................................ 52,589 53,089
Accumulated deficit................................................................... (136,362) (241,102)
-------- ----------
Total stockholders' equity......................................................... 211,227 217,987
-------- ----------
Total liabilities and stockholders' equity......................................... $375,388 $1,011,586
-------- ----------
-------- ----------
</TABLE>

See accompanying notes.

F-178
<PAGE>
FGINET, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues......................................................... $ 214,909 $712,427 $1,330,059
Other revenues.......................................................... 60,056 106,018 163,731
---------- -------- ----------
Total revenues....................................................... 274,965 818,445 1,493,790
---------- -------- ----------
COSTS AND EXPENSES:
Cost of access revenues................................................. 60,139 187,988 495,776
Cost of other revenues.................................................. 46,694 72,575 128,387
Operations and customer support......................................... 76,725 123,629 164,848
Sales and marketing..................................................... 41,641 146,168 247,877
General and administrative.............................................. 148,765 226,109 376,110
Amortization............................................................ 5,619 12,618 90,267
Depreciation............................................................ 20,475 49,239 94,834
---------- -------- ----------
Total costs and expenses............................................. 400,058 818,326 1,598,099
---------- -------- ----------
(Loss) income from operations............................................. (125,093) 119 (104,309)
OTHER INCOME:
Interest income......................................................... 2,680 2,335 1,443
Interest expense........................................................ -- -- (10,827)
Other income (expense).................................................. 1,249 6,451 (650)
---------- -------- ----------
(Loss) income before provision (benefit) for income taxes................. (121,164) 8,905 (114,343)
Provision (benefit) for income taxes...................................... -- 9,603 (9,603)
---------- -------- ----------
Net loss.................................................................. $ (121,164) $ (698) $ (104,740)
---------- -------- ----------
---------- -------- ----------
</TABLE>

See accompanying notes.

F-179
<PAGE>
FGINET, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
VOTING NON-VOTING
COMMON STOCK COMMON STOCK TOTAL
------------------- --------------- TREASURY ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT STOCK DEFICIT EQUITY
------ ------ ------ ------ -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995........... 1,680,000 $ 30,000 -- $ -- $ (2,500) $ (14,500) $ 13,000
Net loss............................. -- -- -- -- -- (121,164) (121,164)
640,000 treasury shares
purchased......................... -- -- -- -- (7,500) -- (7,500)
960,000 treasury shares
reissued.......................... -- 48,750 -- -- 10,000 -- 58,750
Issuance of common stock............. 1,280,000 216,250 -- -- -- -- 216,250
--------- -------- ------ ------- -------- ---------- -----------
BALANCE AT DECEMBER 31, 1996........... 2,960,000 295,000 -- -- -- (135,664) 159,336
Net loss............................. -- -- -- -- -- (698) (698)
Issuance of common stock............. -- -- 41,250 52,589 -- -- 52,589
--------- -------- ------ ------- -------- ---------- -----------
BALANCE AT DECEMBER 31, 1997........... 2,960,000 295,000 41,250 52,589 -- (136,362) 211,227
Net loss............................. -- -- -- -- -- (104,740) (104,740)
Issuance of common stock............. 150,000 111,000 250 500 -- -- 111,500
--------- -------- ------ ------- -------- ---------- -----------
BALANCE AT DECEMBER 31, 1998........... 3,110,000 $406,000 41,500 $53,089 $ -- $ (241,102) $ 217,987
--------- -------- ------ ------- -------- ---------- -----------
--------- -------- ------ ------- -------- ---------- -----------
</TABLE>

See accompanying notes.

F-180
<PAGE>
FGINET, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss................................................................ $ (121,164) $ (698) $ (104,740)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization......................................... 26,094 61,857 185,101
Accretion of interest expense......................................... -- -- 7,750
Deferred taxes........................................................ -- 9,603 (9,603)
Changes in operating assets and liabilities:
Accounts receivable................................................ (4,852) (16,320) (423)
Prepaid expenses................................................... (1,415) (898) (9,987)
Inventory.......................................................... (4,756) (1,862) (49,280)
Other current assets............................................... (4,042) (1,377) (3,118)
Accounts payable................................................... 13,718 45,689 60,664
Accrued expenses................................................... 4,408 9,298 (2,594)
Unearned revenues.................................................. 51,303 6,507 152,898
---------- ---------- ----------
Net cash (used in) provided by operating activities..................... (40,706) 111,799 226,668

INVESTING ACTIVITIES
Purchases of property and equipment..................................... (164,747) (130,075) (216,931)
Proceeds from sale of equipment......................................... -- -- 2,630
Acquisition of customer base and non-compete agreements................. (33,717) (8,280) (55,397)
---------- ---------- ----------
Net cash used in investing activities................................... (198,464) (138,355) (269,698)

FINANCING ACTIVITIES
Proceeds (repayments) of notes payable.................................. -- 9,079 (105,227)
Proceeds from line of credit............................................ -- -- 80,000
Purchase of treasury stock.............................................. (7,500) -- --
Net proceeds from issuance of common stock.............................. 275,000 52,589 60,500
---------- ---------- ----------
Net cash provided by financing activities............................... 267,500 61,668 35,273
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents.................... 28,330 35,112 (7,757)
Cash and cash equivalents at beginning of period........................ 11,256 39,586 74,698
---------- ---------- ----------
Cash and cash equivalents at end of period.............................. $ 39,586 $ 74,698 $ 66,941
---------- ---------- ----------
---------- ---------- ----------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes.............................................. $ -- $ 5,003 $ --
---------- ---------- ----------
---------- ---------- ----------
Cash paid for interest.................................................. $ -- $ -- $ 3,077
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

NON CASH TRANSACTIONS

In 1998, the Company acquired $113,840 of property and equipment and
$382,710 of intangible assets in exchange for 64,285 shares of FGInet common
stock and notes payable of $461,050.

See accompanying notes.

F-181
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

1. ORGANIZATION

FGInet, Inc. (the 'Company') is a regional provider of Internet access. The
Company was incorporated in Illinois on September 16, 1994 and began marketing
services in November 1994. The Company's targeted market is the State of
Illinois.

The Company expects to continue to focus on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to achieve or sustain
profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

Property and Equipment

Property and equipment, including leasehold improvements, are stated at
cost. Depreciation is calculated using the straight-line method over the
estimated useful lives ranging between three to seven years. Leasehold
improvements are amortized over the lesser of the related lease term or the
useful life.

Inventory

Inventory consists of purchased goods held for resale and is stated at the
lower of cost or market on a first-in, first-out (FIFO) method.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997, and 1998.

F-182
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Intangible Assets

The Company has recorded the value of acquired customer bases purchased
from existing companies at the estimated fair market value. These customer bases
are being amortized using the straight-line method over three years.

The Company has recorded the value of non-competition agreements entered
into with other companies purchased by the Company. These non-compete agreements
are amortized using the straight-line method over the term of the specific
agreement, generally two to three years.

Stock Compensation

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 ('SFAS 123'), Accounting for
Stock-Based Compensation. SFAS 123 allows companies to account for stock-based
compensation under either the new provisions of SFAS 123 or the provisions of
Accounting Principles Board Opinion No. 25 ('APB 25'), Accounting for Stock
Issued to Employees, but requires pro forma disclosure in the footnotes to the
financial statements as if the measurement provisions of SFAS 123 had been
adopted. The Company has chosen to continue accounting for its stock-based
compensation in accordance with the provisions of APB 25.

Revenue Recognition

The Company does not refund advance payments in instances of contract
cancellation. The Company continues service to the customer until the contract
term expires.

Cost of Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1996, 1997, and 1998, the Company expensed $26,251,
$118,769, and $204,159 respectively, as advertising costs.

Income Taxes

For tax years prior to 1997, the Company elected tax treatment as an S
corporation; accordingly, the Company was taxed under the Subchapter S
provisions of the Internal Revenue Code (the 'Code'). Under the Subchapter S
provisions of the Code, the stockholders included the Company's income on their
personal income tax returns. As a result, the Company was not subject to federal
and state corporate income tax during the period for which it was an S
corporation.

F-183
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Beginning in 1997, the Company revoked its S corporation election.
Therefore, beginning in 1997, the Company was subject to normal federal and
state corporate income taxes.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company
maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. The carrying amount of the receivables approximates their
fair value.

Sources of Supplies

Reclassifications

Reclassifications were made to the prior period financial statements to
conform with the current period's presentation.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Computer equipment................................................. $175,900 $297,033 $612,509
Furniture, fixtures, and office equipment.......................... 7,649 16,590 29,255
-------- -------- --------
183,549 313,623 641,764
Less accumulated depreciation...................................... 23,259 72,497 167,331
-------- -------- --------
$160,290 $241,126 $474,433
-------- -------- --------
-------- -------- --------
</TABLE>

F-184
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Acquired customer base................................................ $23,332 $28,612 $433,299
Non-compete agreements................................................ 10,385 13,385 46,805
33,717 41,997 480,104
Less accumulated amortization......................................... 5,619 18,237 108,504
------- ------- --------
$28,098 $23,760 $371,600
------- ------- --------
------- ------- --------
</TABLE>

5. FINANCING ARRANGEMENTS

The Company has a noninterest bearing note payable due to a stockholder in
1999. The outstanding balance was $3,852 at December 31, 1998. The Company has a
non-interest bearing note payable due to ICEnet no later than March 30, 1999.
The amount due at maturity is $361,050.

The Company has a revolving line of credit with a financial institution.
The line of credit has a maximum borrowing amount of $80,000, provides for
interest at the institution's prime rate plus 1%, and matures on October 2,
1999. Interest is payable monthly with principal due at maturity. The line of
credit is collateralized by substantially all of the assets of the Company. The
outstanding balance was $80,000 at December 31, 1998.

6. COMMITMENTS

The Company leases office space under non-cancelable operating lease
agreements. Minimum future lease payments under non-cancelable operating leases
is summarized as follows:

<TABLE>
<S> <C>
1999.................................................................... $ 39,054
2000.................................................................... 40,132
2001.................................................................... 38,463
2002.................................................................... 150
---------
Total minimum lease payments............................................ $ 117,799
---------
---------
</TABLE>

The Company also has purchase commitments with various telecommunications
providers for internet access. These non-cancelable agreements have varying
terms and rates. No minimum purchase provisions apply to these agreements.

Rent expense for the years ended December 31, 1996, 1997, and 1998 was
$10,485, $26,560, and $13,855, respectively.

7. STOCK COMPENSATION

In 1996, the Company recorded compensation expense of $75,000 for voting
common stock issued to employed stockholders at less than fair value. Fair value
for purposes of calculating compensation expense was the most recent sale price
for voting common stock sold to outside investors. The difference between this
amount and the amount paid by the employed shareholders was recorded as
compensation expense.

F-185
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

8. STOCK OPTIONS

The Board of Directors may grant voting and nonvoting common stock options
to employees, board members, and others who contribute materially to the success
of the Company. Stock options have been granted at prices which the Company's
Board of Directors believe approximate the fair market value of its common stock
at the date of grant, taking into consideration the stock's voting rights,
transferability and liquidity. Individual grants generally become exercisable
immediately. The contractual term of the options granted are five years from the
date of grant.

Common stock option activity was as follows:

<TABLE>
<CAPTION>
NUMBER NUMBER OF WEIGHTED
OF NON- AVERAGE
VOTING VOTING EXERCISE
SHARES SHARES PRICE
-------- ---------- ---------
<S> <C> <C> <C>
Outstanding at December 31, 1995.................................... -- -- $ --
Options granted................................................... 160,000 -- .125
Options exercised................................................. (160,000) -- .125
-------- ------ -----
Outstanding at December 31, 1996.................................... -- -- $ --
Options granted................................................... -- -- --
Options exercised................................................. -- -- --
--------
Outstanding at December 31, 1997.................................... -- -- $ --
Options granted................................................... -- 80,000 2.00
Options exercised................................................. -- -- --
--------
Outstanding at December 31, 1998.................................... -- 80,000 $2.00
-------- ------ -----
-------- ------ -----
</TABLE>

Had compensation expense related to stock options been determined based on
fair value at the grant date for options granted during the year ended December
31, 1996 and 1998, consistent with the provisions of SFAS 123, the Company's net
loss would have been $124,364 and $131,800, respectively. All of the options
granted in 1998 are exercisable at December 31, 1998.

The fair value of each option grant is estimated on the date of grant using
the minimum value option pricing fair value model with the following assumptions
used for grants in 1996 and 1998: no dividend yield, a risk-free interest rate
of 5.25%, and expected life of the option term of 4 years.

9. INCOME TAXES

Based upon cumulative temporary differences, the Company recognized a
deferred income tax liability of $9,603 as of December 31, 1997 and a deferred
tax asset (before valuation allowance) of $20,680 as of December 31, 1998. This
liability incurred in 1997 is mainly due to the book and tax timing differences
for depreciation. In addition, the income tax provision of $9,603 for 1997
differs from the anticipated statutory expense of $3,000 principally because of
the Company's change in tax status from an S corporation to a C corporation
effective January 1, 1997. For 1998, the deferred tax asset is mainly related to
the carryforward of net operating losses.

No pro forma provision for income taxes is reflected for the year ended
December 31, 1996 as the Company would have provided a full valuation allowance
against the deferred tax asset had it been a C corporation.

F-186
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

10. ACQUISITIONS

On August 16, 1996, the Company completed the acquisition of substantially
all of the assets of NetJax, a company in the same line of business, in exchange
for $64,000 in cash. The acquisition of NetJax has been accounted for using the
purchase method and, accordingly, the acquired assets have been recorded at
their estimated fair values as of August 16, 1996.

The estimated fair value of the assets acquired on August 16, 1996 are as
follows:

<TABLE>
<S> <C>
Property and equipment................................................... $ 27,430
Other current assets..................................................... 2,855
Three year non-compete agreement......................................... 10,385
Customer base of 375 customers........................................... 23,330
--------
Total purchase price................................................... $ 64,000
--------
--------
</TABLE>

On October 20, 1997, the Company completed the acquisition of substantially
all of the assets of Decatur Communications (Decatur), a company in the same
line of business, in exchange for $8,280 in cash. The acquisition of Decatur has
been accounted for using the purchase method and, accordingly, the acquired
assets have been recorded at their estimated fair values as of October 20, 1997.

The estimated fair value of the assets acquired on October 20, 1997 are as
follows:

<TABLE>
<S> <C>
Three year non-compete agreement........................................... $ 3,000
Customer base of 46 customers.............................................. 5,280
-------
Total purchase price..................................................... $ 8,280
-------
-------
</TABLE>

On May 30, 1998, the Company completed the acquisition of substantially all
of the assets of FGInet of Highland, a company in the same line of business, for
$15,000 in cash and 20,000 shares of FGInet common voting stock valued at $1 per
share. The acquisition of FGInet of Highland has been accounted for using the
purchase method and, accordingly, the acquired assets have been recorded at
their estimated fair values as of May 30, 1998.

The estimated fair value of the assets acquired on May 30, 1998 are as
follows:

<TABLE>
<S> <C>
Property and equipment................................................... $ 8,000
Two year non-compete agreement........................................... 1,000
Customer base of 330 customers........................................... 26,000
-------
Total purchase price................................................... $35,000
-------
-------
</TABLE>

On September 15, 1998, the Company completed the acquisition of
substantially all of the assets of Great Plains Group, Inc., a company in the
same line of business, for $74,709 in cash. The acquisition of Great Plains
Group, Inc. has been accounted for using the purchase method and, accordingly,
the acquired assets have been recorded at their estimated fair values as of
September 15, 1998.

The estimated fair value of the assets acquired September 15, 1998, are as
follows:

<TABLE>
<S> <C>
Property and equipment................................................... $33,390
Two year non-compete agreement........................................... 7,250
Customer base of 330 customers........................................... 34,069
-------
$74,709
-------
-------
</TABLE>

F-187
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

10. ACQUISITIONS--(CONTINUED)

On September 21, 1998, the Company completed the acquisition of
substantially all of the assets of Interactive Communications and Explorations,
a partnership in the same line of business, for $461,050; $100,000 in cash and
$361,050 short term note payable due in March 1999. Because the short term note
payable is non interest bearing, the imputed interest of $15,500 will be
recognized over the note term. The aggregate purchase price will be reduced by a
like amount.

The acquisition of Interactive Communications and Explorations has been
accounted for using the purchase method and, accordingly, the acquired assets
have been recorded at their estimated fair value as of September 21, 1998.

The estimated fair value of the assets acquired September 21, 1998, are as
follows:
<TABLE>
<S> <C>
Property and equipment.................................................. $ 113,840
Two year non-compete agreement.......................................... 24,170
Customer base of 1,100 customers........................................ 307,540
---------
$ 445,550
---------
---------
</TABLE>
On September 28, 1998, the Company completed the acquisition of a customer
base estimated at 220 from FGInet of Mt. Zion, a company in the same line of
business, in exchange for 44,285 shares of FGInet common voting stock valued at
$31,000. The acquisition of FGInet of Mt. Zion has been accounted for using the
purchase method and, accordingly, the acquired assets have been recorded at
their estimated fair value as of September 28, 1998.

The estimated fair value of the assets acquired September 28, 1998, are as
follows:
<TABLE>
<S> <C>
Property and equipment................................................... $ 7,000
Customer base of 220 customers........................................... 24,000
--------
$ 31,000
--------
--------
</TABLE>
On September 30, 1998, the Company completed the acquisition of
substantially all of the assets of Wyman Computer Services, a company in the
same line of business, for $10,000 short-term note payable, $4,700 of which is
outstanding as of December 31, 1998. The acquisition of Wyman Computer Services
has been accounted for using the purchase method and, accordingly, the acquired
assets have been recorded at their estimated fair value as of September 30,
1998.

The estimated fair value of the assets acquired on September 30, 1998, are
as follows:
<TABLE>
<S> <C>
Property and equipment................................................... $ 4,000
Two year non-compete agreement........................................... 1,000
Customer base of 200 customers........................................... 5,000
--------
$ 10,000
--------
--------
</TABLE>
11. PENDING TRANSACTION

The Company's stockholders have entered into an agreement whereby they will
sell their shares in the Company to OneMain.com, Inc. ('OneMain.com'). The
Company's stockholders will exchange their shares in the Company for cash and
shares of common stock of OneMain.com concurrently with the consummation of the
initial public offering of the common stock of OneMain.com. Additionally, the
Company's stockholders will be given additional consideration, contingent upon
certain operational and earnings margin requirements, which shall be equal to
one-fifth of the difference between total revenue for the Company for

F-188
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998

11. PENDING TRANSACTION--(CONTINUED)

the 12 months ended June 30, 1999 and the revenues for the Company for the
period from April 1, 1998 through June 30, 1998 multiplied by four. The amount
of the additional consideration will be payable in either cash or stock, at the
option of OneMain.com. Upon consummation of the agreement, OneMain.com will
become the sole member of the Company. Subsequent to the acquisition, the
Company will continue to exist and maintain its status as an LLC.

F-189
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Stockholder
Superhighway, Inc. d/b/a Indynet

We have audited the accompanying balance sheets of Superhighway, Inc. d/b/a
Indynet as of December 31, 1997, and 1998, and the related statements of income,
stockholder's equity, and cash flows for each of the three years in the period
ended December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Superhighway, Inc. d/b/a
Indynet at December 31, 1996, 1997, and 1998, and the results of its operations,
stockholder's equity and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

Indianapolis, Indiana
January 22, 1999

F-190
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Cash and cash equivalents................................................................. $ 9,623 $ 22,439
Accounts receivable, net of allowance for uncollectible accounts (1997--$40,000;
1998--$105,000)......................................................................... 227,196 117,012
Loan from stockholder..................................................................... 135 --
Total current assets................................................................. 236,954 139,451
Property and equipment, net of accumulated depreciation................................... 671,724 749,132
Other assets.............................................................................. 10,000 27,135
-------- --------
Total assets......................................................................... $918,678 $915,718
-------- --------
-------- --------

LIABILITIES AND STOCKHOLDER'S EQUITY
Line of credit............................................................................ $ 50,000 $ 80,000
Accounts payable.......................................................................... 81,472 82,060
Accrued expenses.......................................................................... 19,417 64,328
Current portion of long-term debt......................................................... 20,719 22,956
Other current liabilities................................................................. 14,849 1,075
Total current liabilities............................................................ 186,457 250,419
Long-term debt............................................................................ 28,889 6,057
Common stock, no par value:
Authorized--1,000 shares; issued and outstanding--500 shares............................ 87,503 87,503
Retained earnings....................................................................... 615,829 571,739
Total stockholder's equity........................................................... 703,332 659,242
-------- --------
Total liabilities and stockholder's equity........................................... $918,678 $915,718
-------- --------
-------- --------
</TABLE>

See accompanying notes.

F-191
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues....................................................... $1,179,755 $2,004,474 $2,904,989
Other revenues........................................................ 68,996 101,816 108,394
---------- ---------- ----------
Total revenues..................................................... 1,248,751 2,106,290 3,013,383
COSTS AND EXPENSES:
Cost of access revenues............................................... 321,047 528,000 900,834
Cost of other revenues................................................ 16,215 27,064 46,127
Operations and customer support....................................... 211,609 357,454 514,745
Sales and marketing................................................... 218,890 395,523 550,339
General and administrative............................................ 164,003 200,806 642,302
Depreciation.......................................................... 78,408 137,431 208,290
Amortization.......................................................... -- -- 795
Total cost and expenses............................................ 1,010,172 1,646,278 2,863,432
Income from operations.................................................. 238,579 460,012 149,951
OTHER EXPENSE:
Interest expense...................................................... 19,442 4,045 13,861
Other expense, net.................................................... 13,501 49,233 13,652
Total other expense................................................ 32,943 53,278 27,513
---------- ---------- ----------
Net income.............................................................. $ 205,636 $ 406,734 $ 122,438
---------- ---------- ----------
---------- ---------- ----------
UNAUDITED PRO FORMA INFORMATION:
Net income............................................................ $ 205,636 $ 406,734 $ 122,438
Pro forma income tax provision........................................ 83,177 162,148 52,748
---------- ---------- ----------
Pro forma net income (See Note 2)..................................... $ 122,459 $ 244,586 $ 69,690
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

F-192
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
----------------- RETAINED STOCKHOLDER'S
SHARES AMOUNT EARNINGS EQUITY
------ ------ -------- -------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995....................................... 500 $87,503 $ 25,427 $ 112,930
Net income....................................................... -- -- 205,636 205,636
Stockholder distributions........................................ -- -- (1,800) (1,800)
--- ------- --------- ---------
BALANCE AT DECEMBER 31, 1996....................................... 500 87,503 229,263 316,766
Net income....................................................... -- -- 406,734 406,734
Stockholder distributions........................................ -- -- (20,168) (20,168)
--- ------- --------- ---------
BALANCE AT DECEMBER 31, 1997....................................... 500 87,503 615,829 703,332
Net income....................................................... -- -- 122,438 122,438
Stockholder distributions........................................ -- -- (166,528) (166,528)
--- ------- --------- ---------
BALANCE AT DECEMBER 31, 1998....................................... 500 $87,503 $ 571,739 $ 659,242
--- ------- --------- ---------
--- ------- --------- ---------
</TABLE>

See accompanying notes.

F-193
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income................................................................. $ 205,636 $ 406,734 $ 122,438
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization............................................ 78,408 137,431 209,085
Allowance for doubtful accounts.......................................... 16,500 21,500 65,000
Accounts receivable direct write-off..................................... -- -- 195,000
Loss on disposal of equipment............................................ 13,501 49,233 3,649
Changes in operating assets and liabilities:
Accounts receivable...................................................... (111,996) (142,700) (149,816)
Other assets............................................................. (400) (9,700) (1,591)
Accounts payable and accrued expenses.................................... 62,378 (9,390) 45,499
Other current liabilities................................................ (2,103) 6,495 (13,774)
--------- --------- ---------
Net cash provided by operating activities.................................. 261,924 459,603 475,490
INVESTING ACTIVITIES
Purchases of property and equipment........................................ (233,793) (549,297) (323,303)
Proceeds from disposal of property and equipment........................... -- -- 41,596
Acquisition of business.................................................... -- -- (23,844)
--------- --------- ---------
Net cash used in investing activities...................................... (233,793) (549,297) (305,551)
FINANCING ACTIVITIES
Net proceeds under line of credit.......................................... -- 50,000 30,000
Proceeds from issuance of long-term debt................................... -- 63,820 --
Principal payments of long-term debt....................................... -- (14,212) (20,595)
Distributions made to stockholder.......................................... (1,800) (20,168) (166,528)
--------- --------- ---------
Net cash (used in) provided by financing activities........................ (1,800) 79,440 (157,123)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents....................... 26,331 (10,254) 12,816
Cash and cash equivalents (overdraft) at beginning of year................. (6,454) 19,877 9,623
--------- --------- ---------
Cash and cash equivalents at end of year................................... $ 19,877 $ 9,623 $ 22,439
--------- --------- ---------
--------- --------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest..................................................... $ 19,442 $ 4,045 $ 13,861
--------- --------- ---------
--------- --------- ---------
</TABLE>

See accompanying notes.

F-194
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1997, AND 1998

1. ORGANIZATION

Superhighway, Inc. d/b/a Indynet (the 'Company'), incorporated as a
Subchapter S Corporation under the laws of Indiana on June 1, 1995, is a
regional provider of internet access. The Company's target market is central
Indiana.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less at
the time of purchase are classified as cash equivalents.

Property and Equipment

Property and equipment, including leasehold improvements, are stated at
cost. Depreciation is calculated using the straight-line method over the
estimated useful lives ranging between three to seven years. Leasehold
improvements are amortized over the lesser of the related lease term or the
useful life.

Other Assets

Other assets include intangibles which have been recorded as a result of
the purchase of a competitor and will be amortized over 3 years on a straight
line basis. Other assets are net of $795 of accumulated amortization at December
31, 1998.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1996, 1997 and 1998.

F-195
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Revenue Recognition

The Company offers monthly contracts for Internet access that are generally
billed for on the first day of the month. The Company recognizes access revenue
as services are provided.

The Company has entered into agreements to provide internet access and
other internet services to various non-profit organizations in exchange for
non-monetary goods and services. These agreements have been accounted for as
non-monetary transactions and are recorded at the value of the service provided
by the Company. During 1996, 1997 and 1998, access revenues and sales and
marketing expense include approximately $99,000, $198,000 and $297,000,
respectively, of such non-monetary transactions.

Cost of Revenues

Cost of access revenues primarily consists of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also includes
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During 1996,
1997 and 1998, the Company expensed approximately $122,000, $233,000 and
$367,000, respectively, as advertising costs.

Income Taxes

Historically, the Company has elected, by the consent of its stockholder,
to be taxed using provisions of Subchapter S of the Internal Revenue Code (the
'Code'). Under the Subchapter S provisions of the Code, the stockholder includes
the Company's corporate income in his personal income tax return. Accordingly,
the Company was not subject to federal and state corporate income tax during the
period for which it was an S Corporation.

The unaudited pro forma income tax information included in the statements
of operations and Note 7 is presented in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, as if the Company had
been subject to federal and certain state income taxes.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company
maintains reserves for credit losses, and such losses have generally been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. The carrying amount of the receivables approximates fair
value.

Sources of Supplies

The Company relies on local telephone companies and other companies to
provide data communications. Although management feels alternative
telecommunication facilities could be found in a timely manner, any disruption
of these services could have an adverse effect on operating results. Although
the Company attempts to maintain vendors for required products, its modems,
terminal servers, and high-performance routers, which are important components
of its network, are each currently acquired from numerous sources.

F-196
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Reclassification

Certain amounts in the 1996 and 1997 financial statements have been
reclassified to conform with the 1998 financial statement presentation.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment............................................................ $784,188 $ 851,068
Furniture, fixtures, and office equipment..................................... 11,122 20,602
Leasehold improvements........................................................ 12,699 201,836
808,009 1,073,506
Less accumulated depreciation................................................. 136,285 324,374
-------- ----------
$671,724 $ 749,132
-------- ----------
-------- ----------
</TABLE>

4. LINE OF CREDIT

The Company has a $300,000 short-term line of credit with a bank.
Borrowings against the line bear interest at the bank's prime rate plus 1%
(8.75% at December 31, 1998). The line is secured by all business assets and is
personally guaranteed by the sole stockholder. Borrowings of $50,000 and $80,000
were outstanding against the line at December 31, 1997 and 1998, respectively.

5. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1998
---- ----
<S> <C> <C>
Note payable to a bank, monthly installments of $2,041, including interest at
8.75%, due March 2000; the note is collateralized by all business assets and
personally guaranteed by the sole stockholder................................... $49,608 $29,013
Less current portion.............................................................. 20,719 22,956
------- -------
$28,889 $ 6,057
------- -------
------- -------
</TABLE>

6. LEASE COMMITMENT RELATED PARTY

The Company leases office space on a month to month basis from the sole
stockholder and is required to pay the common areas' expenses including
maintenance, real estate taxes and other expense. Rent expense for 1996, 1997
and 1998 was approximately $8,000, $37,000 and $60,000, respectively.

F-197
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996, 1997, AND 1998

7. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com') to
sell the outstanding stock of the Company and concurrent with the related
initial public offering of OneMain.com (as more fully described in Note 9), the
Company's status as an S Corporation under the Code will automatically terminate
and normal federal and state corporate income tax rates will apply. Based upon
the cumulative temporary differences, the Company would have recognized a
deferred tax liability of $40,000 as of December 31, 1998, had the termination
of its election to be treated as an S Corporation occurred on that date.

8. ACQUISITION

During 1998, the Company purchased the computer equipment and customer
lists of another Internet service provider for $23,844. The purchase price was
allocated to the net assets acquired based upon their estimated fair values at
the date of acquisition. The estimated fair value of the computer equipment was
$7,640 at the acquisition date and the remaining $16,204 was recorded as an
intangible.

9. PENDING TRANSACTION

During 1998, the Company's stockholder entered into an agreement whereby he
will sell his shares in the Company to OneMain.com. The Company's stockholder
will exchange his shares in the Company for cash and shares of common stock of
OneMain.com concurrently with the consummation of the initial public offering of
the common stock of OneMain.com. Additionally, the Company's stockholder will be
given additional consideration, contingent upon certain operational and earnings
margin requirements, which shall be equal to one-fifth of the difference between
total revenue for the Company for the 12 months ended June 30, 1999 and the
revenues for the Company for the period from April 1, 1998, through June 30,
1998, multiplied by four. The amount of the additional consideration will be
payable in either cash or stock, at the option of OneMain.com. Upon consummation
of the agreement, OneMain.com will become the sole stockholder of the Company.
Subsequent to the acquisition, the Company will continue to exist.

F-198

<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Lightspeed Net, Inc.

We have audited the accompanying balance sheets of Lightspeed Net, Inc. as of
December 31, 1997 and 1998, and the related statements of operations,
stockholder's equity, and cash flows for the three years in the period ended
December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lightspeed Net, Inc. at
December 31, 1997 and 1998, and the results of its operations and its cash flows
for the three years in the period ended December 31, 1998, in conformity with
accounting principles generally accepted in the United States.

As discussed in Note 2 to the financial statements, the Company's recurring
losses from operations raise substantial doubt about its ability to continue as
a going concern. Management's plans as to these matters are also described in
Note 2. The 1998 financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/S/ ERNST & YOUNG LLP

Los Angeles, California
January 29, 1999

F-199
<PAGE>
LIGHTSPEED NET, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash................................................................................ $ 55,863 $ 60,481
Accounts receivable, net............................................................ 266,691 268,042
Prepaid expenses.................................................................... 13,279 15,424
Other current assets................................................................ 17,758 15,204
---------- ----------
Total current assets............................................................. 353,591 359,151
Property and equipment, net........................................................... 1,111,776 1,154,950
Other assets.......................................................................... 18,594 14,117
---------- ----------
Total assets..................................................................... $1,483,961 $1,528,218
---------- ----------
---------- ----------

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Accounts payable.................................................................... $ 114,861 $ 117,277
Accounts payable, related party..................................................... 78,913 132,685
Accrued expenses.................................................................... 134,220 69,899
Customer advances................................................................... 40,352 100,386
Unearned revenues................................................................... 267,367 346,445
---------- ----------
Total liabilities................................................................ 635,713 766,692

Stockholder's equity
Common stock (no par value, 100,000 shares authorized, 100 shares issued and
outstanding)..................................................................... 874,751 874,751
Additional paid-in capital.......................................................... 1,240,273 1,670,962
Accumulated deficit................................................................. (1,266,776) (1,784,187)
---------- ----------
Total stockholder's equity....................................................... 848,248 761,526
---------- ----------
Total liabilities and stockholder's equity....................................... $1,483,961 $1,528,218
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-200
<PAGE>
LIGHTSPEED NET, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues..................................................... $ 1,124,474 $ 2,941,423 $4,463,663
Other revenues...................................................... -- 144,478 189,328
----------- ----------- ----------
Total revenues................................................... 1,124,474 3,085,901 4,652,991
COST AND EXPENSES:
Cost of access revenues............................................. 820,854 1,465,959 1,864,723
Cost of other revenues.............................................. -- 108,127 109,903
Operations and customer support..................................... 254,212 619,346 731,833
Sales and marketing................................................. 487,891 644,865 561,253
General and administrative.......................................... 414,418 989,771 1,238,536
Depreciation and amortization....................................... 212,659 500,692 666,126
----------- ----------- ----------
Total cost and expenses.......................................... 2,190,034 4,328,760 5,172,374
----------- ----------- ----------
Loss from operations.................................................. (1,065,560) (1,242,859) (519,383)
OTHER INCOME (EXPENSE):
Interest income..................................................... -- 1,510 1,972
Other expense....................................................... -- (25,427) --
----------- ----------- ----------
Total other income (expense)..................................... -- (23,917) 1,972
----------- ----------- ----------
Net loss.............................................................. $(1,065,560) $(1,266,776) $ (517,411)
----------- ----------- ----------
----------- ----------- ----------
</TABLE>

See accompanying notes.

F-201
<PAGE>
LIGHTSPEED NET, INC.

STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
------------------ PAID-IN PROPRIETOR'S ACCUMULATED STOCKHOLDER'S
SHARES AMOUNT CAPITAL CAPITAL DEFICIT EQUITY
------ ------ ---------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995...... -- $ -- $ -- $ 681,934 $ (385,229) $ 296,705
Contribution.................... -- -- -- 1,643,606 -- 1,643,606
Net loss........................ -- -- -- -- (1,065,560) (1,065,560)
--- -------- ---------- ------------ ----------- -------------
BALANCE AT DECEMBER 31, 1996...... -- -- -- 2,325,540 (1,450,789) 874,751
Incorporation................... 100 874,751 -- (2,325,540) 1,450,789 --
Contribution.................... -- -- 1,240,273 -- -- 1,240,273
Net loss........................ -- -- -- -- (1,266,776) (1,266,776)
--- -------- ---------- ------------ ----------- -------------
BALANCE AT DECEMBER 31, 1997...... 100 874,751 1,240,273 -- (1,266,776) 848,248
Contribution.................... -- -- 430,689 -- -- 430,689
Net loss........................ -- -- -- -- (517,411) (517,411)
--- -------- ---------- ------------ ----------- -------------
BALANCE AT DECEMBER 31, 1998...... 100 $874,751 $1,670,962 $ -- $(1,784,187) $ 761,526
--- -------- ---------- ------------ ----------- -------------
--- -------- ---------- ------------ ----------- -------------
</TABLE>

See accompanying notes.

F-202
<PAGE>
LIGHTSPEED NET, INC.

STATEMENTS OF CASH FLOWS

See accompanying notes.

F-203
<PAGE>
LIGHTSPEED NET, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1998

1. ORGANIZATION

Lightspeed Net, Inc. (the 'Company') is a regional provider of Internet
access with targeted markets in central California. The Internet business
operated as a line of business of Lightspeed Software, an affiliated company
which is wholly owned by the sole shareholder of the Company, from March 27,
1995 through December 31, 1996. On June 28, 1996 the Company was incorporated
and became a separate company beginning January 1, 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements include the accounts of the Company for the years
ended December 31, 1997 and 1998. For the year ended December 31, 1996, the
financial statements include revenues and cost of revenues directly attributable
to internet services and expenses which have been allocated from Lightspeed
Software on a specific identification basis. Further, the Company shared certain
employees and other resources with Lightspeed Software. Allocations from
Lightspeed Software for indirect expenses for such shared resources have been
made primarily on a proportional cost allocation method. Management believes
these allocations are reasonable and that such expenses would not differ
materially had the Company operated on a stand-alone basis for the year ended
December 31, 1996. The financial statements of the Company do not necessarily
reflect the results of operations or financial position that would have existed
had the Company been an independent company.

The financial statements have been prepared assuming that the Company will
continue as a going concern. The Company has incurred losses since inception and
has had negative cash flows from operations in all periods except the period
ended December 31, 1998. In addition, management anticipates that its cash and
working capital requirements in the short term cannot be met entirely from funds
generated internally from operations.

Management's operational and financing plans to address the above issues
include continued focus on increasing its subscriber base and geographic
coverage and obtaining equity and debt financing. The online services and
internet markets are highly competitive. The Company believes that existing
competitors, internet-based services, internet service providers, internet
directory services and telecommunication companies are likely to enhance their
service offerings resulting in greater competition for the Company. The
competitive conditions could have the following effects: require additional
pricing programs; increase marketing spending; limit the Company's ability to
expand its subscriber base and result in increased attrition in the existing
subscriber base. There can be no assurance that growth in the Company's revenues
or subscriber base will continue or that the Company will be able to achieve or
sustain profitability or positive cash flow. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.

Use of Estimates

F-204
<PAGE>
LIGHTSPEED NET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives ranging between three
to seven years.

Impairment of Long-Lived Assets

Management periodically determines whether any property or equipment or any
other assets have been impaired based on the criteria established in Statement
of Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of. When indicators of
impairment of long-lived assets to be disposed of are present and the discounted
future cash flows estimated to be generated by those assets is less than the
carrying value of such assets, an impairment loss would be recorded by the
Company. No such impairment losses have been identified by the Company.

Stock Compensation

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ('SFAS 123'). SFAS 123 allows companies to account for stock-based
compensation under either the new provisions of SFAS 123 or the provisions of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees ('APB 25'), but requires pro forma disclosure in the footnotes to the
financial statements as if the measurement provisions of SFAS 123 had been
adopted. The Company has chosen to continue accounting for its stock-based
compensation in accordance with the provisions of APB 25.

Revenue Recognition

The Company recognizes internet access revenue when the services are
provided. The Company offers contracts for internet access which are billed in
the month prior to the month of service. The Company has deferred recognizing
revenue on these advance billings until earned.

In June 1995, the Company entered into a strategic alliance with ACN
Communications ('ACN'), which provides for ACN to sell internet services
provided by the Company as part of a telecommunications bundle of services. ACN
markets, invoices and collects for these internet services provided by the
Company. In return, ACN retains approximately 30% of the revenues received for
these services, or a minimum of $22,000 per month. The remainder of the revenues
are paid to the Company. Revenues from this alliance are included in access
revenues in the statement of operations.

Cost of Revenues

Cost of access revenues primarily consists of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also includes
fees paid to lease the Company's backbone, other license fees paid to
third-party software vendors, and product costs.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1998, 1997, and 1996, the Company expensed $201,276,
$254,510 and $274,284, respectively, as advertising costs.

F-205
<PAGE>
LIGHTSPEED NET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Income Taxes

Historically, the Company has elected, by consent of its sole stockholder,
to be taxed as a subchapter S corporation, as provided by the Internal Revenue
Code and the California Revenue and Taxation Code. Accordingly, the Company's
results of operations are reported in the individual income tax return of the
sole shareholder. The Company recorded California franchise tax provisions of
$800 for each of the years ended December 31, 1998 and 1997.

Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers'
financial condition and generally does not require collateral. The Company
maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
large customer base. The carrying amount of the receivables approximates their
fair value.

Reclassifications

Certain previously reported amounts have been reclassified to conform to
the current year presentation.

Sources of Supplies

The Company relies on local telephone companies and other companies to
provide data communications. Disruption of these services could have an adverse
effect on operating results.

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers, and high-performance routers, which are important
components of its network, are each currently acquired from primarily one source
for each product. In addition, some of the Company's suppliers have limited
resources and production capacity. If the suppliers are unable to meet the
Company's needs as it is building out its network infrastructure, then delays
and increased costs in the expansion of the Company's network infrastructure
could result, having an adverse effect on operating results.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment.......................................................... $1,714,934 $2,387,639
Furniture, fixtures, and office equipment................................... 36,774 64,392
Automobiles................................................................. 30,013 30,013
---------- ----------
1,781,721 2,482,044
Less accumulated depreciation............................................... (669,945) (1,327,094)
---------- ----------
$1,111,776 $1,154,950
---------- ----------
---------- ----------
</TABLE>

4. COMMITMENTS

The Company leases office space under non-cancelable operating lease
agreements. The leases generally provide for renewal terms and the Company is
required to pay a portion of the common areas' expenses

F-206
<PAGE>
LIGHTSPEED NET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

4. COMMITMENTS--(CONTINUED)

including maintenance, real estate taxes and other expense. Rent expense for the
years ended December 31, 1998, 1997, and 1996, was $133,618, $74,719, and
$37,221, respectively.

Minimum future lease payments under operating leases with initial terms of
one year or more consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------
1998
----
<S> <C>
1999...................................................................................... $164,460
2000...................................................................................... 150,518
2001...................................................................................... 137,052
2002...................................................................................... 33,410
2003...................................................................................... 16,705
Thereafter................................................................................ --
--------
Total minimum lease payments.............................................................. $502,145
--------
--------
</TABLE>

5. STOCK OPTION PLAN

On July 24, 1998, the Company adopted the Lightspeed Net, Inc. Grant of
Incentive Stock Option (Option Plan) which permits the Company to grant stock
options to the Company's President. Under the Option Plan, the Company's
President may purchase up to eleven shares of the Company's common stock at a
price of $33,333.63 per share, the fair market value of the common stock on the
grant date as determined by the Company's Board of Directors. The options
granted under the Option Plan are fully vested and shall expire five years from
the date of grant. Subsequent to year end this award was modified. Refer to Note
9 for a possible settlement of these options.

Stock option activity was as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE EXERCISE
NUMBER OF EXERCISE PRICE PER
SHARES PRICE SHARE
--------- ---------- ----------
<S> <C> <C> <C>
Outstanding at December 31, 1997................................ -- $ -- $ --
Options granted............................................... 11 33,333.63 33,333.63
Options exercised............................................. -- -- --
Options canceled or expired................................... -- -- --
--
---------- ----------
Outstanding at December 31, 1998................................ 11 $33,333.63 $33,333.63
--
--
---------- ----------
---------- ----------
Exercisable at December 31, 1998................................ 11 $33,333.63 $33,333.63
-- ---------- ----------
-- ---------- ----------
</TABLE>

Had compensation expense related to the Option Plan been determined based
on fair value at the grant date for options granted during the year ended
December 31, 1998 under the provisions of SFAS 123, the Company's net loss would
have been increased by $10,017. The effect of applying SFAS 123 for purposes of
recognizing compensation expense is not necessarily representative of the
effects on reported net income for future periods.

The fair value of the option grant was estimated on the date of grant using
the minimum value option pricing fair value model as provided for under SFAS
123, with the following weighted-average assumptions used for grants in 1998:
dividend yield of 0%, a risk-free interest rate of 5.54%, and expected life of
the option term of six months. The weighted average fair values of the options
granted in 1998 with a stock price equal to the exercise price is $10,017.

F-207
<PAGE>
LIGHTSPEED NET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

5. STOCK OPTION PLAN--(CONTINUED)

As of December 31, 1998, the Company had no reserved shares of common stock
for future issuance under the Option Plan.

6. PROFIT SHARING PLAN

On December 28, 1989, Lightspeed Software, formerly known as MacSoft,
entered into the MacSoft Profit Sharing Plan and Trust (the Profit Plan). As the
shareholder has started additional companies, the Profit Plan has covered the
employees of those companies. Under the terms of the Profit Plan, the sole
shareholder of the Company historically contributed 15% of the base salaries for
all eligible employees to the plan. An employee becomes eligible for the Profit
Plan after reaching the age of 21 and completing one year of service with the
Company. Benefits under the Profit Plan vest at a rate of 20% per year after
three to seven years of service. The Profit Plan for the Company and the
affiliated companies is administered by a third party. Voluntary contributions
to the Profit Plan in the amounts of $90,689, and $49,434 were made by the
Company for the years ended December 31, 1997 and 1996, respectively. In January
1999, the Company decided to make a voluntary contribution for the year ended
December 31, 1998 in the amount of $168,175, which has been accrued as of
December 31, 1998.

7. INCOME TAXES

Upon consummation of an agreement with OneMain.com, Inc. ('OneMain.com') to
sell the outstanding stock of the Company and concurrent with the related
initial public offering of OneMain.com as more fully described in Note 9, the
Company's status as an S Corporation under the Code will automatically terminate
and normal federal and state corporate income tax rates will apply. Based upon
the cumulative temporary differences, the Company would have recognized a
deferred federal and state income tax asset of $59,748 as of December 31, 1998,
with a full valuation allowance had the termination of its election to be
treated as an S Corporation occurred on that date.

No pro forma income tax benefit is reflected for years ended December 31,
1998, 1997, and 1996 as the Company would have provided a full valuation
allowance against the deferred tax asset had it been a C Corporation.

8. RELATED PARTY TRANSACTIONS

The Company provides loans to its employees which are payable monthly and
bear an interest rate of 10%. Amounts receivable from employee loans at December
31, 1998, 1997, and 1996 were $15,204, $17,758, and $0, respectively and are
included in other assets on the balance sheet.

The Company purchases most of its computer equipment from Lightspeed
Technologies, Inc, an affiliated company which is wholly owned by the sole
shareholder of the Company. Purchases from Lightspeed Technologies, Inc. for the
years ended December 31, 1998, 1997, and 1996, were $871,192, $877,373, and
$1,042,327, respectively. The Company believes that such purchases were made at
the fair market value of the assets acquired.

The Company leases a customer service center from the sole shareholder of
the Company. Total rental expense for the years ended December 31, 1998, 1997,
and 1996, were $60,280, $60,000, and $9,300, respectively. On November 10, 1998,
the Company entered a new agreement effective December 1, 1998 for three years
increasing the monthly rent to $5,280 per month.

On November 11, 1998, the Company entered into a lease agreement for a 36
strand fiber optic connection between two of its facilities from Lightspeed
Software. The lease agreement is effective December 1, 1998 for three years at
$900 per month.

F-208
<PAGE>
LIGHTSPEED NET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

9. PENDING TRANSACTION

The Company's stockholder has entered into an agreement whereby he will
sell his shares in the Company to OneMain.com, Inc. ('OneMain.com'). The
Company's sole stockholder will exchange the shares in the Company for cash and
shares of common stock of OneMain.com concurrently with the consummation of the
initial public offering of the common stock of OneMain.com. Additionally, the
Company's stockholder will be given additional consideration, contingent upon
certain operational and earnings margin requirements, which shall be equal to
one-fifth of the difference between total revenue for the Company for the 12
months ended June 30, 1999 and the revenues for the Company for the period from
April 1, 1998 through June 30, 1998 multiplied by four. The amount of the
additional consideration will be payable in either cash or stock, at the option
of OneMain.com. Upon consummation of the agreement, OneMain.com will become the
sole stockholder of the Company, and subsequent to the acquisition, the Company
will continue to exist. In connection with this agreement, the outstanding stock
options will be canceled by a payment to the holder. As a result, in the period
of cancellation the Company will recognize compensation expense equal to the
amount payable for the cancellation.

F-209
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Stockholders of
JPS.Net Corporation

We have audited the accompanying balance sheets of JPS.Net Corporation ('the
Company'), as of December 31, 1998 and 1997, and the related statements of
operations, stockholders' deficit, and cash flows for the period January 31,
1997 (inception) to December 31, 1997 and for the year ended December 31, 1998.
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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of JPS.Net
Corporation at December 31, 1998 and 1997, and the results of its operations and
its cash flows for the period January 31, 1997 (inception) to December 31, 1997
and for the year ended December 31, 1998, in conformity with accounting
principles generally accepted in the United States.

As discussed in Note 2 to the financial statements, the Company's recurring
losses from operations and working capital deficiency raise substantial doubt
about its ability to continue as a going concern. Management's plans as to these
matters are also described in Note 2. The 1998 financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/S/ ERNST & YOUNG LLP

McLean, Virginia
January 15, 1999

F-210
<PAGE>
JPS.NET CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 767,890 $ 1,879,658
Restricted cash................................................................... -- 327,282
Accounts receivable, net of allowance for doubtful accounts of $31,795 and $0 at
December 31, 1998 and 1997, respectively....................................... 79,186 348,742
Short-term investments............................................................ -- 300,000
Inventory......................................................................... -- 13,500
Notes receivable from related parties............................................. 91,661 292,101
Prepaid expenses.................................................................. 17,975 31,127
Other current assets.............................................................. -- 6,000
----------- -----------
Total current assets........................................................... 956,712 3,198,410
Property and equipment, net......................................................... 293,641 944,020
Lease and other deposits............................................................ 7,302 179,482
----------- -----------
Total assets................................................................. $ 1,257,655 $ 4,321,912
----------- -----------
----------- -----------

LIABILITY AND STOCKHOLDERS' DEFICIT
Current liabilities:
Notes payable, related parties.................................................... $ 19,139 $ --
Note payable to former stockholder, current....................................... -- 289,543
Accounts payable.................................................................. 354,328 193,847
Accrued expenses.................................................................. 132,846 520,608
Unearned revenues................................................................. 1,730,649 5,583,406
----------- -----------
Total current liabilities...................................................... 2,236,962 6,587,404
Note payable to former stockholder, net of current portion........................ -- 700,544
----------- -----------
Total liabilities.............................................................. 2,236,962 7,287,948

Stockholders' deficit:
Capital stock, no par value (10 million shares authorized; 4,708,947 and 5,000,000
shares issued and outstanding at December 31, 1998 and 1997, respectively)..... 13,360 12,582
Accumulated deficit............................................................... (992,667) (2,978,618)
----------- -----------
Total stockholders' deficit.................................................... (979,307) (2,966,036)
----------- -----------
Total liabilities and stockholders' deficit.................................... $ 1,257,655 $ 4,321,912
----------- -----------
----------- -----------
</TABLE>

See accompanying notes.

F-211
<PAGE>
JPS.NET CORPORATION

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 31,
(INCEPTION) TO YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1998
-------------- ------------
<S> <C> <C>
REVENUES:
Access revenues................................................................... $ 2,060,390 $ 6,711,797
Other revenues.................................................................... 14,008 2,289,781
------------- ------------
Total revenues................................................................. 2,074,398 9,001,578

COSTS AND EXPENSES:
Costs of access revenues.......................................................... 1,096,207 3,723,345
Costs of other revenues........................................................... 23,395 105,447
Operations and customer support................................................... 483,344 1,723,719
Sales and marketing............................................................... 547,637 1,483,192
General and administrative........................................................ 889,137 2,595,107
Amortization...................................................................... 24,681 132,467
Depreciation...................................................................... 2,643 90,921
------------- ------------
Total costs and expenses....................................................... 3,067,044 9,854,198
Loss from operations................................................................ (992,646) (852,620)
OTHER INCOME (EXPENSE):
Interest income................................................................... 8,911 50,700
Interest expense.................................................................. (8,932) (22,327)
Other............................................................................. -- (87,613)
------------- ------------
Net loss............................................................................ $ (992,667) $ (911,860)
------------- ------------
------------- ------------
</TABLE>

See accompanying notes.

F-212
<PAGE>
JPS.NET CORPORATION

STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
TOTAL
NUMBER OF CAPITAL ACCUMULATED STOCKHOLDERS'
SHARES STOCK DEFICIT DEFICIT
--------- ------- ----------- ------------
<S> <C> <C> <C> <C>
BALANCE AT JANUARY 31, 1997 (INCEPTION)............... -- $ -- $ -- $ --
Issuance of capital stock........................... 5,000,000 13,360 -- 13,360
Net loss............................................ -- -- (992,667) (992,667)
--------- ----------- ----------- ------------
BALANCE AT DECEMBER 31, 1997.......................... 5,000,000 13,360 (992,667) (979,307)
Repurchase of capital stock......................... (340,190) (909) (1,074,091) (1,075,000)
Issuance of capital stock........................... 49,137 131 -- 131
Net loss............................................ -- -- (911,860) (911,860)
--------- ----------- ----------- ------------
BALANCE AT DECEMBER 31, 1998.......................... 4,708,947 $ 12,582 $(2,978,618) $ (2,966,036)
--------- ----------- ----------- ------------
--------- ----------- ----------- ------------
</TABLE>

See accompanying notes.

F-213
<PAGE>
JPS.NET CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 31,
(INCEPTION) TO YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1998
-------------- ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss............................................................................ $ (992,667) $ (911,860)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization..................................................... 27,324 223,388
Provision for doubtful accounts................................................... -- 31,795
Loss on disposal of fixed assets.................................................. 50,613 38,271
Changes in operating assets and liabilities:
Accounts receivable............................................................ (79,186) (301,351)
Inventory...................................................................... -- (13,500)
Prepaid expenses and other current assets...................................... (109,636) (219,592)
Lease and other deposits....................................................... (7,302) (172,180)
Accounts payable............................................................... 354,328 (160,481)
Accrued expenses............................................................... 132,846 392,182
Unearned revenues.............................................................. 1,730,649 3,852,757
------------- ------------
Net cash provided by operating activities........................................... 1,106,969 2,759,429
INVESTING ACTIVITIES:
Purchases of property and equipment................................................. (371,578) (912,038)
Increase in investments and restricted cash......................................... -- (627,282)
------------- ------------
Net cash used in investing activities............................................... (371,578) (1,539,320)
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock.......................................... 13,360 131
Net proceeds from (payments on) notes payable, related parties...................... 19,139 (108,472)
------------- ------------
Net cash provided by (used in) financing activities................................. 32,499 (108,341)
------------- ------------
Net increase in cash and cash equivalents........................................... 767,890 1,111,768
Cash and cash equivalents at beginning of period.................................... -- 767,890
------------- ------------
Cash and cash equivalents at end of period.......................................... $ 767,890 $1,879,658
------------- ------------
------------- ------------
</TABLE>

See accompanying notes.

F-214
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

JPS.Net Corporation (the 'Company') is a regional provider of Internet
access. The Company was incorporated on January 31, 1997 under the laws of the
State of California. All of the Company's stock was issued to two individuals
for cash. These individuals had computer sales and consulting experience and in
the months preceding the Company's incorporation, had begun to provide Internet
access services to subscribers.

The Company was formed with the intention of building an Internet access
subscriber base and geographic coverage. The on-line services and Internet
markets are highly competitive. The Company believes that existing competitors,
Internet-based services, Internet service providers, Internet directory services
and telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to achieve or sustain
profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been presented in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. However, the Company has incurred losses of
$992,667 and $911,860 for the period from January 31, 1997 (date of inception)
to December 31, 1997 and for the year ended December 31, 1998, respectively.
These losses have significantly weakened the Company's financial position and
its ability to purchase equipment and meet current operating expenses, and at
December 31, 1998, the Company's current liabilities exceeded its current assets
by $3,388,994. Management believes that actions presently being taken, as
described below, will provide the Company with sufficient funds to continue as a
going concern.

Effective November 1, 1998, the Company increased the prices it charges for
its services by approximately 40%. The increase in prices charged is essential
as the Company has no other immediate plans that will provide sufficient cash
flows to meet current operating requirements. In the event the increase in
prices reduces the number of customers substantially, the Company has plans to
substantially reduce its staffing.

The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts or classifications of liabilities that may result from the outcome
of this uncertainty.

Use of Estimates

F-215
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Reclassification

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

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

At December 31, 1998, approximately $1,376,000 and $504,000 of the
Company's cash and cash equivalents were held by Westamerica and National Bank
of the Redwoods, respectively.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives, ranging between three
to seven years. Leasehold improvements are amortized over the lesser of the
related lease term or the useful life.

Revenue Recognition

Costs of Access Revenues

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
reproduction fees for Web JPS.NET CORPORATION browser software, other license
fees paid to third-party software vendors and product costs.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
period from January 31, 1997 (inception) to December 31, 1997 and for the year
ended December 31, 1998, the Company expensed $292,631 and $546,729,
respectively, as advertising costs.

Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 ('SFAS 109'), Accounting for Income
Taxes. Under the asset and liability method of SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under SFAS 109,
the effect of a change in tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment date.

Financial Instruments

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents, and
accounts receivable. Management believes that the credit risk related to its
deposits with financial institutions is minimal.

F-216
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

The Company grants credit without collateral to its customers, however,
ongoing credit evaluations of customers' financial condition are performed. The
Company maintains reserves for credit losses, and such losses have been within
management's expectations. The concentration of credit risk is mitigated by the
Company's large customer base.

Sources of Supplies

Although the Company attempts to maintain vendors for required products,
its modems, terminal servers, and high-performance routers, which are important
components of its network, are each currently acquired from varied sources. In
addition, some of the Company's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Company's needs as it is
building out its network infrastructure, then delays and increased costs in the
expansion of the Company's network infrastructure could result, having an
adverse effect on operating results.

3. RESTRICTED CASH

In 1998, the Company entered into an agreement with a financial institution
(the 'Institution') whereby the Institution provided credit card processing and
payment services to the Company. As a requirement of performing the services,
the Institution required that the Company pay for such services and maintain an
amount on deposit with the Institution equal to 10% of the total dollar amount
of credit card receipts processed by the Institution on behalf of the Company
over the course of the immediately preceding six months. Any amounts exceeding
the 10% threshold described above were deposited in the Company's operating bank
account. The Institution reserves the right to use the deposit as its first
recourse to offset any losses it may incur due to the inability of the Company
to perform services where payment was received in advance from customers, and
where the Institution might be held liable by the customer or another financial
institution under the terms of the credit card agreements with such customers or
financial institutions. As of December 31, 1998 the total amounts held on
reserve by the Institution were approximately $327,000.

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Computer equipment............................................................ $141,590 $ 507,090
Capitalized line installation................................................. 176,528 541,515
Furniture, fixtures, and office equipment..................................... 15,659 136,534
-------- ----------
333,777 1,185,139
Less: accumulated depreciation and amortization............................... (40,136) (241,119)
-------- ----------
$293,641 $ 944,020
-------- ----------
-------- ----------
</TABLE>

5. NOTE PAYABLE TO FORMER STOCKHOLDER

In September 1998, the Company entered into an agreement with a stockholder
whereby the Company agreed to repurchase all of the outstanding shares held by
the stockholder for $1,075,000. A note payable to the stockholder, in the amount
of $1,075,000, bearing an annual interest rate of 7%, was issued by the Company
at September 30, 1998, in exchange for the 340,190 shares held by the
stockholder. The fair value

F-217
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. NOTE PAYABLE TO FORMER STOCKHOLDER--(CONTINUED)

of the shares repurchased was established based on an bona fide offer to
purchase all the outstanding shares of the Company by another entity for
approximately $15,800,000. This offer was rejected by the Company. In accordance
with Accounting Research Bulletin 43, the Company chose to allocate the purchase
price of the stock between common stock and retained deficit. As a result, as of
September 30, 1998, common stock was reduced by $909 or $0.0027 per share, based
on the price paid by the stockholder at time of purchase. The remainder, or
$1,074,091, was allocated to retained deficit.

Scheduled payments of principal on the note payable for the next five years
are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ ------
<S> <C>
1999.................................................................... $289,543
2000.................................................................... 321,135
2001.................................................................... 344,350
2002.................................................................... 35,059
--------
$990,087
--------
--------
</TABLE>
6. LEASE COMMITMENTS

The Company leases office space and various office and computer equipment
under noncancelable operating lease agreements. The leases generally provide for
renewal terms. Rent expense for the period January 31, 1997 (inception) to
December 31, 1997 and for the year ended December 31, 1998 was approximately
$78,000 and $233,000, respectively.

Minimum future lease payments under operating leases are summarized as
follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ ------
<S> <C>
1999.................................................................. $1,650,030
2000.................................................................. 1,088,557
2001.................................................................. 207,284
2002.................................................................. 6,483
2003.................................................................. 4,750
----------
Total minimum lease payments.......................................... $2,957,104
----------
----------
</TABLE>
7. INCOME TAXES

The tax effects of temporary differences that give rise to significant
portions of potential deferred tax assets and deferred tax liabilities are
presented below:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Net operating losses.......................................................... $ 328,441 $ 739,940
Accrued expenses.............................................................. -- 12,665
--------- ---------
Total deferred tax assets..................................................... 328,441 752,605
Depreciation and amortization................................................. (18,314) (37,779)
--------- ---------
Net deferred tax asset........................................................ 310,127 714,826
Valuation allowance........................................................... (310,127) (714,826)
--------- ---------
Net deferred tax asset........................................................ $ -- $ --
--------- ---------
--------- ---------
</TABLE>
The Company is in a net deferred tax asset position at December 31, 1997
and 1998 (before the consideration of a valuation allowance). However, in light
of the Company's history of operating losses, the Company has established a
valuation reserve for the entire amount of the net deferred tax assets.

F-218
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. INCOME TAXES--(CONTINUED)

The income tax provisions for Federal and state income taxes for both the
period from January 31, 1997 (inception) to December 31, 1997 and the year ended
December 31, 1998 are zero.

The Company did not recognize an income tax benefit for the period from
January 31, 1997 (inception) through December 31, 1997 nor for the year ended
December 31, 1998 of approximately $310,000 and $405,000, respectively, due to
aforementioned uncertainties concerning the Company's ability to realize
deferred tax assets.

8. RELATED PARTY TRANSACTIONS

The Company had notes receivable from related parties which totaled $91,661
and $292,101 as of December 31, 1997 and 1998, respectively. The first note
receivable amounted to $46,702 and $163,438 as of December 31, 1997 and 1998,
respectively, and relates to a line of credit to a stockholder approved by the
Company. The line of credit may not exceed $300,000. The note is payable on
demand and accrues interest at a rate of 5% annually on unpaid balances. The
second note receivable amounted to $44,959 and $116,112 as of December 31, 1997
and 1998, respectively, and relates to a loan made by the Company to a former
stockholder. The note is payable on demand and accrues interest at a rate of 7%
annually on unpaid balances. A third note receivable amounted to $12,551 as of
December 31, 1998 and reflects to a loan made by the Company to a related
company. The note is payable on demand and accrues interest at a rate of 5%
annually on unpaid balances.

The Company had two notes payable which it assumed on behalf of a related
party and which amounted to $19,139 at December 31, 1997. The first note payable
amounted to $8,396 as of December 31, 1997, and related to a loan by an
acquaintance of a stockholder of the Company, which was assumed by the Company
upon its incorporation. The note was paid off in full in 1998. The second note
payable, which amounted to $10,743 at December 31, 1997, related to a loan by a
relative of a stockholder of the Company, which was assumed by the Company upon
its incorporation. The note was paid off in full in 1998.

9. LITIGATION

The Company is involved in litigation arising in the ordinary course of
business. After consultation with legal counsel, management anticipates that
these matters will be resolved without material adverse effect on the Company's
financial position.

10. PENDING TRANSACTION

The Company and its stockholders have entered into an agreement whereby the
stockholders will sell their stock in the Company to OneMain.com, Inc.
('OneMain.com'). The Company's stockholders will exchange their stock in the
Company for cash and shares of common stock of OneMain.com concurrently with the
consummation of the initial public offering of the common stock of OneMain.com.
Additionally, the Company's stockholders will be given additional consideration,
contingent upon certain operational and earnings margin requirements, which
shall be equal to one-half of the difference between total revenue for the
Company for the 12 months ended September 30, 1999 and the revenues for the
Company for the period from June 1, 1998 through September 30, 1998 multiplied
by four. The amount of the additional consideration will be payable in either
cash or stock, at the option of OneMain.com. Upon consummation of the
acquisition, OneMain.com will become the sole stockholder of the Company.

F-219
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
TGF Technologies, Inc.:

We have audited the accompanying balance sheets of TGF Technologies, Inc. as of
December 31, 1997 and 1998, and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for each of the years in the
three-year period ended December 31, 1998. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TGF Technologies, Inc. as of
December 31, 1997 and 1998, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1998 in
conformity with generally accepted accounting principles.

/s/ KPMG LLP

Burlington, Vermont
February 6, 1999

F-220
<PAGE>
TGF TECHNOLOGIES, INC.

BALANCE SHEETS

DECEMBER 31, 1997 AND 1998

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 11,331 $ 209,877
Accounts receivabletrade, net of allowances of $45,000 and $85,000 in 1997 and
1998, respectively............................................................. 211,655 395,284
Other receivables................................................................. 4,924 9,178
Deposits and prepaid lease expense................................................ 19,541 6,839
Related party receivables (note 4)................................................ 614 5,938
Other current assets.............................................................. 2,056 --
----------- -----------
Total current assets........................................................... 250,121 627,116
----------- -----------
Property and equipment (note 3):
Computer, telecommunications and office equipment................................. 1,900,928 2,334,396
Furniture and fixtures............................................................ 75,923 78,920
Software.......................................................................... 40,414 122,611
----------- -----------
2,017,265 2,535,927
Less accumulated depreciation..................................................... (1,006,264) (1,539,335)
----------- -----------
Net property and equipment..................................................... 1,011,001 996,592
----------- -----------
Deposits and prepaid lease expense.................................................. 15,970 15,970
----------- -----------
Total assets................................................................... $ 1,277,092 $ 1,639,678
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current installments of obligations under capital leases (note 3)................. $ 405,370 $ 311,878
Trade accounts payable (note 4)................................................... 592,037 274,187
Note payable-related party (note 4)............................................... -- 250,000
Accrued telecommunications charges................................................ 65,000 97,050
Other accrued expenses and current liabilities.................................... 45,192 118,741
Customer deposits................................................................. 44,429 95,034
Deferred revenue.................................................................. 160,448 279,991
----------- -----------
Total current liabilities...................................................... 1,312,476 1,426,881
Long-term liabilities:
Obligations under capital leases, excluding current installments (note 3)......... 352,172 262,119
----------- -----------
Total liabilities.............................................................. 1,664,648 1,689,000
----------- -----------
Stockholders' equity (deficit):
Common stock, no par value;
100 shares authorized, issued and outstanding.................................. 500,000 500,000
Additional paid-in capital........................................................ 1,320,178 1,850,178
Accumulated deficit............................................................... (2,207,734) (2,399,500)
----------- -----------
Total stockholders' equity (deficit)........................................... (387,556) (49,322)
----------- -----------
Total liabilities and stockholders' equity (deficit)........................... $ 1,277,092 $ 1,639,678
----------- -----------
----------- -----------
</TABLE>

See accompanying notes.

F-221
<PAGE>
TGF TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Access revenues....................................................... $ 913,768 $2,460,523 $4,864,132
Other revenues........................................................ 231,406 51,558 90,440
---------- ---------- ----------
Total revenues..................................................... 1,145,174 2,512,081 4,954,572
---------- ---------- ----------
COSTS AND EXPENSES:
Costs of access revenues.............................................. 375,859 995,551 1,747,470
Costs of other revenues............................................... 72,327 57,511 10,045
Operations and customer support....................................... 222,320 467,766 701,342
Sales and marketing................................................... 237,934 523,765 649,803
General and administrative............................................ 524,220 905,108 1,403,596
Depreciation and amortization......................................... 221,555 478,294 568,597
---------- ---------- ----------
Total costs and expenses........................................... 1,654,215 3,427,995 5,080,853
---------- ---------- ----------
Loss from operations............................................... (509,041) (915,914) (126,281)
---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest income....................................................... 1,411 1,168 730
Interest expense...................................................... (33,916) (70,549) (61,694)
Other................................................................. -- -- (4,521)
---------- ---------- ----------
Total other expense, net........................................... (32,505) (69,381) (65,485)
---------- ---------- ----------
Net loss........................................................... $ (541,546) $ (985,295) $ (191,766)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

F-222
<PAGE>
TGF TECHNOLOGIES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN (ACCUMULATED STOCKHOLDERS'
STOCK CAPITAL DEFICIT) EQUITY
------ ---------- ------------ -------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1995............................. $500,000 $ 336,353 $ (680,893) $ 155,460
Capital contributions.................................. -- 440,330 -- 440,330
Net loss............................................... -- -- (541,546) (541,546)
-------- ---------- ----------- ---------
BALANCE AT DECEMBER 31, 1996............................. 500,000 776,683 (1,222,439) 54,244
Capital contributions.................................. -- 543,495 -- 543,495
Net loss............................................... -- -- (985,295) (985,295)
-------- ---------- ----------- ---------
BALANCE AT DECEMBER 31, 1997............................. 500,000 1,320,178 (2,207,734) (387,556)
Capital contributions.................................. -- 530,000 -- 530,000
Net loss............................................... -- -- (191,766) (191,766)
-------- ---------- ----------- ---------
BALANCE AT DECEMBER 31, 1998............................. $500,000 $1,850,178 $(2,399,500) $ (49,322)
-------- ---------- ----------- ---------
-------- ---------- ----------- ---------
</TABLE>

See accompanying notes.

F-223
<PAGE>
TGF TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................................................... $(541,546) $(985,295) $(191,766)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization............................................. 221,555 478,294 568,597
Loss on sale of property and equipment.................................... -- -- 4,279
Bad debt expense.......................................................... 11,269 11,345 127,384
Changes in net assets and liabilities:
Increase in accounts receivable trade................................... (34,006) (137,047) (311,011)
Decrease (increase) in other receivables................................ (13,699) 19,436 (4,254)
Decrease (increase) in other current assets............................. (5,763) 5,394 14,758
Increase in related party receivables................................... -- -- (5,324)
Increase (decrease) in trade accounts payable........................... 131,708 374,584 (317,850)
Increase in other accrued expenses and current liabilities.............. 16,918 57,316 105,599
Increase in customer deposits........................................... 11,447 32,982 50,605
Increase in deferred revenue............................................ 31,725 128,723 119,543
--------- --------- ---------
Net cash provided by (used in) operating activities..................... (170,392) (14,268) 160,560
--------- --------- ---------
Cash flows from investing activities:
Purchases of property and equipment......................................... (83,324) (56,427) (260,317)
Proceeds from sale of property and equipment................................ -- -- 4,892
--------- --------- ---------
Net cash used in investing activities................................... (83,324) (56,427) (255,425)
--------- --------- ---------
Cash flows from financing activities:
Principal payments under capital lease obligations.......................... (120,173) (493,385) (486,589)
Deposits and prepayments made on lease obligations.......................... (20,049) (15,462) --
Capital contributions....................................................... 440,330 543,495 530,000
Issuance of note payablerelated party....................................... -- -- 250,000
--------- --------- ---------
Net cash provided by financing activities............................... 300,108 34,648 293,411
--------- --------- ---------
Net increase (decrease) in cash......................................... 46,392 (36,047) 198,546
Cash at beginning of year..................................................... 986 47,378 11,331
--------- --------- ---------
Cash at end of year........................................................... $ 47,378 11,331 209,877
--------- --------- ---------
--------- --------- ---------
Supplemental cash flow information:
Cash paid during the year for:
Interest.................................................................. $ 33,916 $ 70,549 $ 61,694
Income taxes.............................................................. 150 542 575
Noncash financing activities:
Capital lease obligations of $440,842, $895,709 and $303,043 were incurred
in 1996, 1997 and 1998, respectively.
</TABLE>

See accompanying notes.

F-224
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1998

1. NATURE OF OPERATIONS

TGF Technologies, Inc. (the 'Company') or ('TGF') was incorporated in
Vermont on May 9, 1994 and commenced operations in November 1994. The stock of
the Company is owned by NWST Corporation and Together Foundation for Global
Unity (the 'Foundation'). The Company is a regional provider of Internet access
and offers a broad spectrum of Internet access services to both individual and
business customers ranging from dial-up services to continuous access services
using dedicated telephone connections and Web hosting services. The principal
market areas are Vermont, Central New Hampshire, Eastern New York and to a
lesser extent, Southeastern Quebec.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) USE OF ESTIMATES

(B) REVENUE RECOGNITION AND CUSTOMER DEPOSITS

The Company recognizes revenue when services are provided. Services are
generally billed one month in advance. Advance billings are recorded as deferred
revenue and recognized as revenue when earned. Collections relating to future
access services are recorded as customer deposits.

The Company participates in bartered services transactions with certain
media organizations. In exchange for free Internet service from the Company,
these organizations provide advertising services to the Company. The Company
also provides Internet access to various local organizations at no charge. These
transactions are recognized by the Company as Internet access revenues and
marketing expense in equal amounts at the fair value of Internet access services
provided by the Company. The Company has recognized bartered services
transactions in the amount of $30,900, $63,720 and $93,480 in 1996, 1997 and
1998, respectively.

(D) CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less to
be cash equivalents.

(E) PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation is provided for
using the straight-line method over the estimated useful lives of the assets for
property and equipment acquired after January 1, 1996. Property and equipment
acquired prior to January 1, 1996 are depreciated using the double declining
balance method. The estimated useful lives of the assets range from three (3) to
seven (7) years. The Company leases certain of its data communications and other
equipment under capital lease agreements. The assets and liabilities under
capital leases are recorded at the lesser of the present value of aggregate
future minimum lease payments or the fair value of the assets under the lease.
Assets under capital lease are depreciated over their estimated useful lives or
the lease term as applicable.

F-225
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

(F) INCOME TAXES

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

(G) FOREIGN CURRENCY

The Company transacts some of its business in Canadian dollars. This
activity has been remeasured into the Company's functional currency (U.S.
dollars) as of year end. Foreign exchange gain or loss is recorded as a
component of general and administrative expense, and was not material in 1996,
1997 and 1998.

(H) ADVERTISING COSTS

The Company incurs advertising costs associated with the marketing of its
services. These costs of advertising are expensed either as incurred or the
first time the advertising takes place, depending on the nature of expense.
Advertising expense, including advertising expense related to bartered
transactions, totaled $70,077, $199,065 and $157,196 for the years ended
December 31, 1996, 1997 and 1998, respectively.

(I) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of. The Company has determined there has been no impairment to the
carrying values of such assets.

(J) FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK

The carrying value of short-term financial instruments, including cash and
cash equivalents, trade accounts receivable and payable and certain accrued
liabilities, approximates their carrying amounts in the financial statements due
to the short maturity of such instruments. The carrying amount of note payable-
related party approximates its fair value based on the Company's ability to
obtain borrowings with similar terms from a related party.

F-226
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

(K) RECENT PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 ('SFAS 130'), Comprehensive Income which
is required to be adopted in the year ended December 31, 1998. SFAS 130 requires
that an enterprise (a) classify items of other comprehensive income by their
nature in the financial statements, and (b) display the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in capital in the Statement of Stockholders' Equity. The adoption of SFAS
130 did not have any effect on the Company's financial statements as the Company
does not have any elements of comprehensive income.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 ('SFAS 131'), Disclosures about Segments
of an Enterprise and Related Information, which is required to be adopted for
the year ended December 31, 1998. SFAS 131 changes the way public companies
report segment information in annual financial statements and also requires
those companies to report selected segment information in interim financial
reports to stockholders. Because the Company has only one reportable segment,
the additional disclosures for segment information on the financial statements
are not required.

In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-1
('SOP 98-1') Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use. The SOP requires that certain costs related to the development
or purchase of internal-use software be capitalized and amortized over the
estimated useful life of the software. SOP 98-1 is effective for financial
statements issued for fiscal years beginning after December 15, 1998. TGF
adopted the SOP early as of January 1, 1998. There was no significant impact on
the Company's financial statements upon adoption of this pronouncement.

Commitments

In order to provide local access numbers to its current subscriber base,
the Company must enter into agreements with various providers to provide
telecommunications lines. The terms of the agreements vary in length but
generally do not exceed five years. In the event TGF no longer required the
service of these telecommunications lines the Company would be liable for
termination fees levied by such providers.

3. LEASES

The Company leases certain equipment under capital lease agreements that
expire at various dates through December 2002. At December 31, 1997 and 1998,
the gross amount of equipment and related accumulated amortization recorded
under capital leases were as follows:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Computer and telecommunications equipment......................... $1,382,100 $1,685,114
Less accumulated amortization..................................... (536,417) (1,021,640)
---------- ----------
$ 845,683 $ 663,474
---------- ----------
---------- ----------
</TABLE>

Amortization of assets held under capital lease is included with
depreciation expense.

The Company also has several operating leases, primarily for office space
and office equipment, with expiration dates through October 2001. Rental expense
for operating leases during 1996, 1997 and 1998 was $24,795, $88,514 and
$143,835, respectively.

F-227
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

3. LEASES--(CONTINUED)

Future minimum lease payments under capital and operating leases as of
December 31, 1998 are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31: CAPITAL LEASES OPERATING LEASES
----------------------- -------------- ----------------
<S> <C> <C>
1999................................................................. $349,285 $124,069
2000................................................................. 227,545 125,821
2001................................................................. 46,955 12,775
2002................................................................. 2,508 --
-------- --------
Total minimum lease payments......................................... $626,293 $262,665
--------
--------
Less amounts representing interest................................... 52,296
--------
Present value of minimum capital lease payments...................... 573,997
Less current installments of obligations under capital leases........ 311,878
--------
Obligations under capital leases, excluding current
installments......................................................... $262,119
--------
--------
</TABLE>

4. RELATED PARTY TRANSACTIONS

The Company leases office space from a company related by common ownership.
The lease is an informal agreement for $1,000 a month through June 30, 1997 and
$2,500 a month thereafter. Rent expense in 1996, 1997 and 1998 was $12,000,
$21,000 and $30,000, respectively. Rent payable of $13,000 and $1,000 at
December 31, 1997 and 1998, respectively, is included in accounts payable.

The Company pays some operating expenses, such as postage, telephone and
employee benefits, for the Foundation. In addition, the Company collects some
cash receipts for credit card sales by the Foundation. The expenses generally
exceed the cash receipts and the Foundation reimburses the Company monthly. At
December 31, 1997 and 1998, the Company has recorded a receivable of $614 and
$5,938, respectively, from the Foundation.

During 1996 the Company provided consulting services to a related company
by common ownership in the amount of $19,000. This amount is reflected in other
revenue for the year ended December 31, 1996.

The Chairperson of the Board of Directors (a related party by common stock
ownership) provides financial support to the Company for operating needs.
Capital contributions in the amounts of $440,330, $543,495 and $530,000 were
contributed by this related party to TGF during 1996, 1997 and 1998,
respectively. During 1998 the Company borrowed $250,000 from the Chairperson.
The note is non-interest bearing, unsecured and due on demand.

F-228
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1997 AND 1998

5. INCOME TAXES

The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 1998 and 1997 are presented
below:

<TABLE>
<CAPTION>
1997 1998
---- ----
<S> <C> <C>
Deferred tax assets:
Accounts receivable, principally due to allowance for doubtful
accounts.................................................................. $ 9,450 $ 17,900
Property and equipment, principally due to differences in depreciation....... 17,100 21,700
Accrued compensation......................................................... 6,250 9,400
Net operating loss carryforwards............................................. 441,000 464,300
--------- ---------
Total gross deferred tax assets.............................................. 473,800 513,300
Less valuation allowance..................................................... (473,800) (513,300)
--------- ---------
Net deferred tax assets...................................................... $ -- $ --
--------- ---------
--------- ---------
</TABLE>

The Company has provided a valuation allowance for net deferred tax assets
since realization of these benefits cannot be reasonably assured.

At December 31, 1998, the Company has net operating loss carryforwards of
approximately $2,200,000 which may be used to offset future taxable income. The
loss carryforwards expire in the years 2009 through 2013.

F-229
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
The Grid, Inc.

We have audited the accompanying balance sheet of The Grid, Inc. (the Company)
as of December 31,1998, and the related statements of operations, stockholders
deficit, and cash flows for the year ended December 31, 1998. These financial
statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Grid, Inc. at December
31,1998, and the results of its operations and its cash flows for the year ended
December 31, 1998, in conformity with accounting principles generally accepted
in the United States.

As discussed in Note 2 to the financial statements, the Companys working capital
deficit and recurring losses from operations raise substantial doubt about its
ability to continue as a going concern. Management's plans as to these matters
are also described in Note 2. The 1998 financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/S/ ERNST & YOUNG LLP

McLean, Virginia
April 23, 1999, except for
the last paragraph of
Note 10, as to which
the date is May 6, 1999

F-230
<PAGE>
THE GRID, INC.

BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash.............................................................................. $ 79,030 $ 63,616
Account receivable, net of allowance for doubtful accounts of $32,000 and $68,000,
respectively................................................................... 254,693 317,219
Note receivable................................................................... 47,500 --
Other current assets.............................................................. 53,346 104,430
------------ -----------
Total current assets........................................................... 434,569 485,265
Property and equipment, net......................................................... 1,663,648 1,893,280
Stockholders' receivable............................................................ 108,681 108,681
------------ -----------
Total assets................................................................... $ 2,206,898 $ 2,487,226
------------ -----------
------------ -----------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.................................................................. $ 114,699 $ 297,167
Accrued expenses.................................................................. 149,478 174,157
Unearned revenues................................................................. 991,455 1,085,087
Current maturities of long-term debt.............................................. 507,336 448,437
Current maturities of capital lease obligations................................... 913,153 1,105,431
------------ -----------
Total current liabilities...................................................... 2,676,121 3,110,279
Long-term debt, net of current maturities........................................... 408,706 338,135
Capital lease obligations, net of current maturities................................ 733,598 774,799

Stockholders' deficit:
Common stock, $10.11 stated value,1,500 shares authorized, 1,095 shares issued and
outstanding.................................................................... 11,066 11,066
Additional paid-in-capital........................................................ 41,634 41,634
Accumulated deficit............................................................... (1,664,227) (1,788,687)
------------ -----------
Total stockholders deficit........................................................ (1,611,527) (1,735,987)
------------ -----------
Total liabilities and stockholders deficit........................................ $ 2,206,898 $ 2,487,226
------------ -----------
------------ -----------
</TABLE>

See accompanying notes.

F-231
<PAGE>
THE GRID, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, ------------------------
1998 1998 1999
------------ ---- ----
(UNAUDITED)
<S> <C> <C> <C>
REVENUES:
Access revenues...................................................... $ 5,379,471 $ 977,670 $1,808,978
Other revenues....................................................... 459,599 835 196,134
------------ ---------- ----------
Total revenues.................................................... 5,839,070 978,505 2,005,112
COSTS AND EXPENSES:
Costs of access revenues............................................. 1,873,924 343,162 631,333
Costs of other revenues.............................................. 56,636 39,293 42,304
Operations and customer support...................................... 808,047 161,121 279,776
Sales and marketing.................................................. 1,179,531 296,914 333,549
General and administrative........................................... 2,336,910 480,391 537,455
Depreciation and amortization........................................ 528,507 98,131 245,805
------------ ---------- ----------
Total costs and expenses............................................... 6,783,555 1,419,012 2,070,222
------------ ---------- ----------
Loss from operations................................................... (944,485) (440,507) (65,110)
OTHER INCOME (EXPENSE):
Interest expense..................................................... (144,397) (11,788) (61,507)
Interest income...................................................... 23,552 5,474 2,157
Other income (expense), net.......................................... (225,767) 115,000 --
------------ ---------- ----------
Net loss............................................................... $ (1,291,097) $ (331,821) $ (124,460)
------------ ---------- ----------
------------ ---------- ----------
</TABLE>

See accompanying notes.

F-232
<PAGE>
THE GRID, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
----------------- PAID ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT IN-CAPITAL DEFICIT DEFICIT
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997........................ 960 $ 9,700 $ -- $ (373,130) $ (363,430)
Issuance of stock................................. 210 2,123 137,877 -- 140,000
Repurchase and cancellation of stock.............. (75) (757) (96,243) -- (97,000)
Net loss.......................................... -- -- -- (1,291,097) (1,291,097)
----- ------- --------- ----------- ------------
BALANCE AT DECEMBER 31, 1998........................ 1,095 11,066 41,634 (1,664,227) (1,611,527)
Net loss (unaudited).............................. -- -- -- (124,460) (124,460)
----- ------- --------- ----------- ------------
BALANCE AT MARCH 31, 1999 (unaudited)............... 1,095 $11,066 $ 41,634 $(1,788,687) $ (1,735,987)
----- ------- --------- ----------- ------------
----- ------- --------- ----------- ------------
</TABLE>

See accompanying notes.

F-233
<PAGE>
THE GRID, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, ----------------------
1998 1998 1999
------------ ---- ----
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss................................................................. $ (1,291,097) $(331,821) $(124,460)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization.......................................... 528,507 98,131 245,805
Loss on disposal of property and equipment............................. 381,783 -- --
Changes in operating assets and liabilities:
Accounts receivable.................................................... (157,194) (18,001) (62,526)
Other assets........................................................... (23,582) (20,994) (51,084)
Accounts payable....................................................... 45,504 172,675 182,468
Accrued expenses....................................................... 91,714 57,721 24,679
Unearned revenues...................................................... 601,047 246,532 93,632
------------ --------- ---------
Net cash provided by operating activities................................ 176,682 204,243 308,514
INVESTING ACTIVITIES:
Note receivable, net..................................................... (47,500) -- 47,500
Purchase of property and equipment....................................... (426,195) (75,706) (241,958)
Proceeds from disposal of property and equipment......................... 190,000 -- --
------------ --------- ---------
Net cash used in investing activities.................................... (283,695) (75,706) (194,458)
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt................................. 815,895 -- --
Principal payments of long-term debt..................................... (205,036) (6,824) (129,470)
Payments on obligations under capital leases............................. (605,359) (79,060) --
Issuance of capital stock................................................ 139,243 -- --
Repurchase and cancellation of capital stock............................. (96,243) -- --
------------ --------- ---------
Net cash provided by financing activities................................ 48,500 (85,884) (129,470)
------------ --------- ---------
Net increase (decrease) in cash.......................................... (58,513) 42,653 (15,414)
Cash at beginning of period.............................................. 137,543 137,543 79,030
------------ --------- ---------
Cash at end of period.................................................... 79,030 180,196 63,616
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest................................................... $ 135,660 $ 4,751 $ 50,975
------------ --------- ---------
------------ --------- ---------
Capital lease obligations incurred....................................... 1,846,487 457,873 233,479
------------ --------- ---------
------------ --------- ---------
</TABLE>

See accompanying notes.

F-234
<PAGE>
THE GRID, INC.

NOTES TO FINANICAL STATEMENTS

1. ORGANIZATION

The Grid, Inc. (the Company) is a regional provider of Internet access, as
well as design and hosting services for world wide web sites. The Company was
incorporated in Delaware on February 4, 1997. The Companys targeted markets are
the states of California and Nevada.

The Company expects to continue focusing on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services, and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Companys ability to expand its subscriber base;
and result in increased attrition in the existing subscriber base. There can be
no assurance that growth in the Companys revenues or subscriber base will
continue or that the Company will be able to sustain profitability or positive
cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The accompanying financial statements have been presented in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. The Company has incurred cumulative losses
from operations of approximately $1,664,227, through December 31, 1998 and has
working capital and stockholders deficits of $2,241,552 and $1,611,527,
respectively as of that date. The combination of these factors raises
substantial doubt about the Companys ability to continue as a going concern.

Management believes that actions currently being taken, as described below,
will provide the Company with sufficient funds to continue as a going concern.
Such actions include, but are not limited to, operating under a newly signed
telephone service agreement with a competitive local exchange carrier which is
expected to reduce the cost of telephone services provided to its subscriber
base, continued investments in its network infrastructure to increase its
network efficiency and capacity to serve additional subscribers and employing
marketing strategies to increase its subscriber base. In addition, the Company
implemented certain cost containment strategies in the last quarter of 1998
which it believes will improve prospective operating results.

USE OF ESTIMATES

F-235
<PAGE>
THE GRID, INC.

NOTES TO FINANICAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment, and software are stated at cost. Depreciation is
calculated using the straight-line method over the estimated useful lives
ranging between three to five years.

IMPAIRMENT OF LONG-LIVED ASSETS

When indicators of impairment are present, management determines whether
any property or equipment or any other assets have been impaired based on the
criteria established in Statement of Financial Accounting Standards (SFAS) No.
121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of. The Company made no adjustments to the carrying values of assets
during the year ended December 31, 1998.

REVENUE RECOGNITION

The Company provides Internet access services to certain organizations in
exchange for advertising. Revenue and corresponding advertising expense in the
amount of $223,863 was recorded during the year ended December 31, 1998 relating
to these non-monetary transactions. The Company values these non-monetary
transactions based upon the fair value of the Internet access services provided.

COST OF REVENUES

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Companys backbone and other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

ADVERTISING COSTS

All advertising and promotion costs are expensed as incurred. During the
year ended December 31, 1998, the Company expensed $702,943, as advertising
costs. As noted above, $223,863 of costs recorded in 1998 related to
non-monetary transactions.

INCOME TAXES

The Company accounts for income taxes using the liability method. The
liability method provides that deferred tax assets and liabilities are recorded
based on the difference between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes, referred to as
temporary differences. Temporary differences result from the use of different
accounting methods for financial statement and income tax reporting purposes.

FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and accounts receivable.
The cash is held by a high-credit quality financial institution. For accounts
receivable, the Company performs ongoing credit evaluations of its customers
payment history and generally does not require collateral. The Company maintains
reserves for credit losses, and such losses have been within managements
expectations. The carrying amount of the receivables approximates their fair
value.

F-236
<PAGE>
THE GRID, INC.

NOTES TO FINANICAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

SOURCES OF SUPPLIES

UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in compliance with Article 10 of Regulation S-X. Accordingly,
they do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three-month periods ended March 31, 1998 and 1999, are not necessarily
indicative of the results that may be expected for an entire year.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment........................................................................ $2,116,859
Less accumulated depreciation and amortization............................................ (453,211)
------------
$1,663,648
------------
------------
</TABLE>
4. LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 1998:
<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Unsecured note payable to a credit corporation, for a lease buyout, paid in monthly
installments of $19,205, including interest at 13.72%, due November 2000. .............. $ 414,486
Unsecured note payable to a credit corporation, for a lease buyout, paid in monthly
installments of $20,300, including interest at 8.40%, due January 1999. ................ 40,309
Unsecured note payable to a credit corporation, for previously unpaid interest payments,
paid in monthly installments of $1,453, including interest at 13.72%, due November
2000. .................................................................................. 31,357
Unsecured note payable to a credit corporation, for previously unpaid lease payments, due
May 1999................................................................................ 35,797
Unsecured note payable to a stockholder and former officer, for a stock repurchase, paid
in monthly installments of $ 3,563, including interest at 5.75%, due November 1999. .... 69,496
Unsecured employment agreements to former officers, paid in bi-monthly installments of
$5,410 expiring in July 1999. .......................................................... 79,902
</TABLE>

F-237
<PAGE>
THE GRID, INC.
NOTES TO FINANICAL STATEMENTS--(CONTINUED)

4. LONG-TERM DEBT--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Unsecured notes payable to a director and members of his family representing advances of
working capital at interest rates ranging from 6.78% to 17.97%, due through February
2008. .................................................................................. 244,695
----------
916,042
Less current portion...................................................................... (507,336)
----------
Long-term portion......................................................................... $ 408,706
----------
----------
</TABLE>
Principal payments on long-term debt are due as follows:
<TABLE>
<S> <C>
1999....................................................................................... $ 507,336
2000....................................................................................... 272,780
2001....................................................................................... 15,000
2002....................................................................................... --
2003....................................................................................... --
Thereafter................................................................................. 120,926
---------
916,042
Less current portion....................................................................... (507,336)
---------
Long-term portion.......................................................................... $ 408,706
---------
---------
</TABLE>
5. LEASE COMMITMENTS

The Company leases certain computer equipment under agreements which have
been accounted for as capital leases. The related computer equipment has a cost
of $2,048,918 and accumulated amortization of $427,440 at December 31, 1998.

The Company leases office space under a non-cancelable operating lease
agreement. The lease generally provides for renewal terms, and the Company is
required to pay a portion of the common areas expenses including maintenance,
real estate taxes, and other expenses. The Companys rent expense for the year
ended December 31, 1998, was $218,962. In December 1998, the Company entered
into another lease agreement for additional office space.

The Company sub-leases its former office space to an unrelated third party,
under a non-cancelable operating sub-lease agreement. The original lease
agreement and the sub-lease agreement expire on December 31, 1999. The aggregate
future payments to be paid under the original lease agreement exceed the
aggregate future sub-lease payments anticipated to be received under the
sub-lease agreement by $32,160. Accordingly, the Company has recorded a
liability to recognize the loss associated with the sub-lease agreement.

F-238
<PAGE>
THE GRID, INC.

NOTES TO FINANICAL STATEMENTS--(CONTINUED)

5. LEASE COMMITMENTS--(CONTINUED)

Minimum future lease payments under operating leases together with the
present value of the net minimum lease payments under capital leases as of
December 31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
--------- ----------
<S> <C> <C>
1999.......................................................................... $ 403,128 $1,018,518
2000.......................................................................... 295,098 710,484
2001.......................................................................... 247,487 51,659
2002.......................................................................... 263 --
2003.......................................................................... -- --
Thereafter.................................................................... -- --
--------- ----------
945,976 1,780,661
Less amounts representing interest............................................ -- 133,910
--------- ----------
Present value of minimum lease payments....................................... $ 945,976 $1,646,751
--------- ----------
--------- ----------
Less current portion.......................................................... 913,153
----------
Long-term portion............................................................. $ 733,598
----------
----------
</TABLE>
6. INCOME TAXES

<TABLE>
<S> <C>
Deferred tax assets:
Allowance for doubtful accounts.......................................................... $ 12,576
Accrued related party interest........................................................... 4,444
Depreciation............................................................................. 29,694
Net operating loss carryforwards......................................................... 688,209
---------
Total deferred tax assets.................................................................. 734,923
Valuation allowance........................................................................ (734,923)
---------
Net deferred tax asset..................................................................... $ --
---------
---------
</TABLE>

The Company has net operating loss carryforwards aggregating approximately
$1,742,000. The carryforwards expire in various years through 2118.

The following table reconciles the difference between the amount of income
tax benefit that would result from applying statutory rates to the pretax loss
and the amount presented in the accompanying statements of operations, as of
December 31, 1998:

<TABLE>
<S> <C>
Federal income tax benefit at statutory rates.............................................. $(438,973)
State income tax benefit, net of federal taxes............................................. (71,509)
Permanent differences...................................................................... 428
Valuation allowance........................................................................ 510,054
---------
Total tax expense.......................................................................... $ --
---------
---------
</TABLE>

F-239
<PAGE>
THE GRID, INC.

NOTES TO FINANICAL STATEMENTS--(CONTINUED)

7. RETIREMENT PLAN

Effective April 1998, the Company established a 401(k) Plan (the Plan).
Full-time and part-time employees are eligible to participate after three months
and 500 hours of employment, and after they are at least 21 years of age. Each
year, participants may contribute up to $10,000 or 20% of their annual pre-tax
compensation, subject to annual changes based on the Internal Revenue Code. The
Company has not made any discretionary contributions for the year ended December
31, 1998.

8. RELATED PARTY TRANSACTIONS

During 1997, the Company issued notes receivable to four stockholders for a
total of $97,442. Interest only payments are due semi-annually and the notes
mature in 2007. Accrued interest of $11,239 has been recorded as of December 31,
1998.

9. CONTINGENCY

The Company is involved in litigation arising from the normal course of
business. In managements opinion, this litigation is not expected to materially
impact the Company's results of operations or financial condition.

10. SUBSEQUENT EVENTS

On March 9, 1999, the Company entered into two capital lease obligations,
both for two year terms, for computer equipment. Total future minimum lease
payments are $195,450 for the two leases.

On March 11, 1999, the Company entered into a two year capital lease
obligation for computer equipment. Total future minimum lease payments are
$33,120.

On April 12, 1999, the Company issued a note receivable to a stockholder
and employee for $15,500, at 8% interest.

On May 6, 1999, the shareholders of the Company executed an agreement to
sell all of the issued and outstanding shares of the Company to OneMain.com,
Inc. for approximately $17 million in a combination of cash and stock.

F-240
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
Rapid Data, Inc.

We have audited the accompanying balance sheets of The Internet Ramp (the
Division), a division of Rapid Data, Inc., as of December 31, 1998 and March 31,
1999, and the related statements of operations and divisional deficit and cash
flows for the year ended December 31, 1998 and the three months ended March 31,
1999. These financial statements are the responsibility of the Divisions
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Internet Ramp, a division
of Rapid Data, Inc., at December 31, 1998 and March 31, 1999, and the results of
its operations and its cash flows for the year ended December 31, 1998 and the
three months ended March 31, 1999, in conformity with accounting principles
generally accepted in the United States.

/S/ ERNST & YOUNG LLP

McLean, Virginia
June 25, 1999,
except for Note 8,
as to which the date
is June 30, 1999

F-241
<PAGE>
THE INTERNET RAMP
(A DIVISION OF RAPID DATA, INC.)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ ----------
<S> <C> <C>
ASSETS

Current assets:

Cash............................................................................... $ 223,287 $ 29,349

Accounts receivable--stockholder of Rapid Data, Inc. .............................. 11,563 263,876

Accounts receivable--other......................................................... 21,141 46,084
Prepaid expenses and other current assets.......................................... 7,248 8,385
---------- ----------
Total current assets............................................................ 263,239 347,694
Property and equipment, net.......................................................... 1,232,873 1,459,089
Other assets......................................................................... 3,800 3,716
---------- ----------
Total assets.................................................................... $1,499,912 $1,810,499
---------- ----------
---------- ----------

LIABILITIES AND DIVISIONAL DEFICIT
Current liabilities:
Accounts payable................................................................... $ 61,192 $ 61,383
Accrued expenses................................................................... 35,827 44,888
Income tax liability............................................................... 125,468 241,910
Unearned revenues.................................................................. 1,039,701 1,367,080
Notes payable...................................................................... 7,890 6,133
Current portion of capital lease obligations....................................... 361,261 324,658
---------- ----------
Total current liabilities....................................................... 1,631,339 2,046,052
Capital lease obligations, net of current portion.................................... 182,746 132,389
---------- ----------
Total liabilities............................................................... 1,814,085 2,178,441
Divisional deficit................................................................... (314,173) (367,942)
---------- ----------
Total liabilities and divisional deficit........................................ $1,499,912 $1,810,499
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-242
<PAGE>
THE INTERNET RAMP
(A DIVISION OF RAPID DATA, INC.)

STATEMENTS OF OPERATIONS AND DIVISIONAL DEFICIT

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, -----------------------
1998 1998 1999
------------ --------- ----------
(UNAUDITED)
<S> <C> <C> <C>
REVENUES:
Access revenues....................................................... $3,345,521 $ 703,324 $1,114,518
Other revenues........................................................ 4,424 954 1,529
---------- --------- ----------
Total revenues..................................................... 3,349,945 704,278 1,116,047
COSTS AND EXPENSES:
Costs of access revenues.............................................. 1,125,678 285,678 410,675
Costs of other revenues............................................... 6,085 2,150 1,975
Operations and customer support....................................... 882,907 190,505 284,169
Sales and marketing................................................... 288,073 85,328 132,572
General and administrative............................................ 571,464 85,263 106,429
Depreciation and amortization......................................... 257,277 63,288 102,311
---------- --------- ----------
Total costs and expenses........................................... 3,131,484 712,212 1,038,131
---------- --------- ----------
Income (loss) from operations........................................... 218,461 (7,934) 77,916
OTHER INCOME (EXPENSE):
Interest income....................................................... -- -- 200
Interest expense...................................................... (49,065) (10,631) (15,443)
---------- --------- ----------
(49,065) (10,631) (15,243)
---------- --------- ----------
Income before provision for income taxes................................ 169,396 (18,565) 62,673
Provision for income taxes (benefit).................................... 200,468 (6,312) 116,442
---------- --------- ----------
Net loss................................................................ (31,072) (12,253) (53,769)
Divisional deficit at beginning of period............................... (283,101) (283,101) (314,173)
---------- --------- ----------
---------- --------- ----------
Divisional deficit at end of period..................................... $ (314,173) $(295,354) $ (367,942)
---------- --------- ----------
---------- --------- ----------
</TABLE>

See accompanying notes.

F-243
<PAGE>
THE INTERNET RAMP
(A DIVISION OF RAPID DATA, INC.)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED MARCH 31,
DECEMBER 31, ---------------------
1998 1998 1999
------------ ---- ----
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss.................................................................. $ (31,072) $(12,253) $ (53,769)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization........................................... 257,277 63,288 102,311
Changes in operating assets and liabilities:
Accounts receivable--stockholder of Rapid Data, Inc. ................ (9,250) 2,313 (252,313)
Accounts receivable--other........................................... (15,989) 5,152 (24,943)
Prepaid expenses and other assets.................................... 61,409 12,063 (1,137)
Accounts payable and other........................................... (63,969) (49,165) 191
Accrued expenses..................................................... (123,773) (31,736) 9,061
Income tax liability................................................. 125,468 -- 116,442
Unearned revenues.................................................... 496,220 224,967 327,379
----------- -------- ---------
Net cash provided by operating activities................................. 696,321 214,629 223,222
INVESTING ACTIVITIES:
Purchases of property and equipment....................................... (268,188) (90,412) (328,443)
FINANCING ACTIVITIES:
Principal payments of notes payable....................................... (6,678) (1,619) (1,757)
Principal payments of capital lease obligations........................... (270,461) -- (86,960)
----------- -------- ---------
Net cash used in financing activities..................................... (277,139) (1,619) (88,717)
----------- -------- ---------
Net change in cash........................................................ 150,994 122,598 (193,938)
Cash at beginning of period............................................... 72,293 72,293 223,287
----------- -------- ---------
Cash at end of period..................................................... $ 223,287 $194,891 $ 29,349
----------- -------- ---------
----------- -------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest.................................................... $ 49,065 $ 10,631 $ 15,443
----------- -------- ---------
----------- -------- ---------
Cash paid for income taxes................................................ $ 75,000 $ -- $ --
----------- -------- ---------
----------- -------- ---------
Capital lease obligations incurred........................................ $ 444,338 $ 13,566 $ --
----------- -------- ---------
----------- -------- ---------
</TABLE>

See accompanying notes.

F-244
<PAGE>
THE INTERNET RAMP, INC.
(A DIVISION OF RAPID DATA, INC.)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

The Internet Ramp (the Division), a division of Rapid Data, Inc., is a
regional provider of Internet access as well as design and hosting services for
world wide web sites. The Division's targeted market is the state of Michigan.
Rapid Data, Inc. was incorporated in Michigan on August 24, 1983 as Midwest
Microsystems, Inc.

The Division expects to continue focusing on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Division believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services, and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Division. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Division's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Division's revenues or subscriber base
will continue or that the Division will be able to sustain profitability or
positive cash flow.

BASIS OF PRESENTATION

For operational and financial reporting purposes, The Internet Ramp was run
as a separate division which operated in facilities autonomous to Rapid Data,
Inc.'s other operations. There were no common expenses that were shared between
Rapid Data, Inc.'s individual divisions. Accordingly, the expenses reflected on
The Internet Ramp's statements of operations represent the costs incurred
directly by that division.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

PROPERTY AND EQUIPMENT

Property and equipment purchased by Rapid Data, Inc. on behalf of the
Division, including equipment under capital lease and leasehold improvements,
are stated at cost. Depreciation is calculated using the straight-line method
over the estimated useful lives ranging between five and seven years.
Amortization on leasehold improvements is calculated over the shorter of the
remaining term of the lease or the estimated useful life of the asset.

IMPAIRMENT OF LONG-LIVED ASSETS

The Division reviews the recoverability of long-lived assets whenever
events or changes in circumstances indicate that the carrying value of such
assets may not be recoverable. If the expected future cash flows from the use of
such assets (undiscounted and without interest charges) are less than the
carrying value, the Division's policy is to record a write-down that is
determined based on the difference between the carrying value of the asset and
its estimated fair value.

F-245
<PAGE>
THE INTERNET RAMP, INC.
(A DIVISION OF RAPID DATA, INC.)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Division to
concentrations of credit risk consist primarily of cash. The cash is held by a
high credit quality financial institution.

REVENUE RECOGNITION

The Division recognizes Internet access revenue when the services are
provided. The Division offers contracts for Internet access that are generally
paid in advance by customers. The Division has deferred recognizing revenue on
these advance payments and amortizes the amounts to revenue on a straight-line
basis as the services are provided.

The Division provides Internet access services in exchange for promotional
and other services. Revenue and corresponding expenses in the amount of $91,300
and $29,100 were recorded during the year ended December 31, 1998 and three
months ended March 31, 1999 respectively. The Division values these non-monetary
transactions based upon the fair value of the Internet access services provided.

COST OF REVENUES

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Division's backbone and other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

COMPUTER SOFTWARE DEVELOPED FOR INTERNAL USE

In March 1998, the AICPA issued SOP 98-1, Accounting For the Costs of
Computer Software Developed For or Obtained For Internal Use. The SOP, which was
adopted as of the beginning of 1997, requires capitalization of certain costs
incurred in connection with developing or obtaining internal use software. Prior
to adoption, the Division expensed such costs as incurred. Capitalized internal
use software costs are $103,000 and $121,000 at December 31, 1998 and March 31,
1999, respectively.

ADVERTISING COSTS

All advertising and promotion costs are expensed as incurred. During the
year ended December 31, 1998 and three months ended March 31, 1999, the Division
expensed $83,000 and $27,000, respectively, as advertising and promotion costs.

INCOME TAXES

The statements of operations include an income tax provision for the
operations of the Division on a pro forma basis as if it were a C-corporation.

The Division accounts for income taxes using the liability method. The
liability method provides that deferred tax assets and liabilities are recorded
based on the difference between the tax basis of assets and liabilities and
their carrying amounts for financial reporting purposes, referred to as
temporary differences. Temporary differences result from the use of different
accounting methods for financial statement and income tax reporting purposes.

F-246
<PAGE>
THE INTERNET RAMP, INC.
(A DIVISION OF RAPID DATA, INC.)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

SOURCES OF SUPPLIES

The Division relies on local telephone companies and other companies to
provide data communications. Although management feels alternative
telecommunication facilities could be found in a timely manner, any disruption
of these services could have an adverse effect on operating results.

Although the Division attempts to maintain vendors for required products,
its modems, terminal servers, and high-performance routers, which are important
components of its network, each are currently acquired from various sources. In
addition, some of the Division's suppliers have limited resources and production
capacity. If the suppliers are unable to meet the Division's needs as it is
building out its network infrastructure, then delays and increased costs in the
expansion of the Division's network infrastructure could result, having an
adverse effect on operating results.

UNAUDITED INTERIM FINANCIAL INFORMATION

3. ACCOUNTS RECEIVABLE--STOCKHOLDER OF RAPID DATA, INC.

The Division periodically advances funds to the stockholder of Rapid Data,
Inc. with no formal repayment terms. There was $11,563 and $263,876 due from the
stockholder at December 31, 1998 and March 31, 1999, respectively.

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ ----------
<S> <C> <C>
Computer equipment and software............................................ $1,544,253 $1,866,566
Furniture, fixtures and office equipment................................... 42,786 42,786
Leasehold improvements..................................................... 123,414 129,544
---------- ----------
1,710,453 2,038,896
Less accumulated depreciation and amortization............................. 477,580 579,807
---------- ----------
$1,232,873 $1,459,089
---------- ----------
---------- ----------
</TABLE>

5. NOTES PAYABLE

Notes payable consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ ---------
<S> <C> <C>
Rapid Data, Inc. note payable to bank, secured by an automobile, paid in
monthly installments of $636, including interest at 8.25%, due in February
2000. ...................................................................... $7,890 $ 6,133
------ -------
------ -------
</TABLE>

F-247
<PAGE>
THE INTERNET RAMP, INC.
(A DIVISION OF RAPID DATA, INC.)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. COMMITMENTS

Rapid Data, Inc. leases certain computer equipment on behalf of the
Division under agreements which are accounted for as capital leases. At December
31, 1998 and March 31, 1999, the underlying computer equipment had a cost of
$720,326 and accumulated amortization of $180,802 and $270,842, respectively.

Minimum future lease payments under operating leases related to the
Division together with the present value of the net minimum lease payments under
capital leases as of March 31, 1999 are summarized as follows:

<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
--------- --------
<S> <C> <C>
1999............................................................................ $ 249,127 $361,169
2000............................................................................ 136,382 127,917
2001............................................................................ 7,325 --
--------- --------
$ 392,834 489,086
---------
---------
Less amounts representing interest.............................................. 32,039
--------
Present value of minimum lease payments......................................... 457,047
Less current portion............................................................ 324,658
--------
Long-term portion............................................................... $132,389
--------
--------
</TABLE>

7. INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of the Division's assets and liabilities for
financial reporting purposes and the amounts used for income tax reporting
purposes. The Division has recorded a valuation allowance against the net
deferred tax asset because it is unlikely that the asset will be recognized on a
combined basis.

Significant components of the Division's deferred tax assets and
liabilities at December 31, 1998 and March 31, 1999 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
------------ ---------
<S> <C> <C>
Deferred tax asset:
Unearned revenues......................................................... $ 325,343 $ 424,488
Deferred tax liability:
Change in accounting of capitalized equipment for tax purposes............ (97,671) (88,712)
Property and equipment, net............................................... (82,278) (89,342)
---------- ---------
Total deferred tax liabilities.............................................. (179,949) (178,054)
---------- ---------
Net deferred tax asset...................................................... 145,394 246,434
Valuation allowance......................................................... (145,394) (246,434)
---------- ---------
Net deferred income taxes................................................... $ -- $ --
---------- ---------
---------- ---------
</TABLE>

F-248
<PAGE>
THE INTERNET RAMP, INC.
(A DIVISION OF RAPID DATA, INC.)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. INCOME TAXES--(CONTINUED)
The following table reconciles the difference between the Division's income
tax provision that would result from applying statutory rates to the pretax
income and the amount presented in the accompanying statements of operations:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1998 1999
------------ ---------
<S> <C> <C>
Federal income tax provision at statutory rates........................... $ 57,594 $ 21,309
State income tax provision, net of federal tax benefit.................... 9,020 3,271
Permanent differences..................................................... 3,740 935
Increase in valuation allowance........................................... 130,114 90,927
-------- --------
$200,468 $116,442
-------- --------
-------- --------
</TABLE>
The Division's provision for income taxes consists of the following:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1998 1999
------------ ------------
<S> <C> <C>
Current:
Federal........................................................................... $191,859 $113,264
State............................................................................. 8,609 3,178
-------- --------
$200,468 $116,442
-------- --------
-------- --------
</TABLE>
8. SUBSEQUENT EVENT

On June 30, 1999, the shareholder of Rapid Data, Inc. sold all of the
issued and outstanding shares to OneMain.com, Inc. for approximately $13.3
million in a combination of cash and stock. Prior to closing, the assets and
liabilities of the other division of Rapid Data, Inc. were sold to certain
employees.

9. READINESS FOR THE YEAR 2000 (UNAUDITED)

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Division's
computer programs that have time-sensitive software may recognize a date using
00 as the year 1900 rather that the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability process transactions, send invoices, or
engage in similar normal business activities.

The Division is aware of the implications associated with the year 2000 as
it relates to software information systems and other outside implications on the
Division's operations, including the potential impact on its customers and major
vendors. The year 2000 is not expected to have a material impact on the
Division's current information systems because current software is either
already year 2000 compliant or required changes are currently underway.
Management does not anticipate significant delays or implementation issues
related to updates and conversions to year 2000 compliant systems. The Division
does not believe it is exposed to a significant risk related to services
provided, or expected to be provided, to its customers related to the Year 2000
Issue. As a result, the Division does not anticipate that incremental
expenditures to ensure that its information systems are year 2000 compliant or
contingencies related to services provided will be material to the Division's
liquidity, financial position or results of operations over the next few years.
Any costs that may arise will be capitalized to the extent such costs represent

F-249
<PAGE>
THE INTERNET RAMP, INC.
(A DIVISION OF RAPID DATA, INC.)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

9. READINESS FOR THE YEAR 2000 (UNAUDITED)--(CONTINUED)

replacements of current systems or new systems and will be expensed as incurred
to the extent that such costs represent repairs, maintenance or upgrades to
existing systems.

The Division has completed an assessment of its Year 2000 Issues and is in
the process of modifying or replacing portions of its business software and
equipment so that its computer systems are year 2000 compliant prior to December
31, 1999.

F-250
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
Uplink, Inc.:

We have audited the accompanying balance sheet of Uplink, Inc. (the 'Company')
as of December 31, 1998, and the related statements of operations, changes in
stockholders equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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 Uplink, Inc. as of December 31,
1998, and the results of its operations and its cash flows for the year ended
December 31, 1998 in conformity with generally accepted accounting principles.

/s/ PARENTE RANDOLPH

Williamsport, Pennsylvania
June 30, 1999

F-251
<PAGE>
UPLINK, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash............................................................................... $ -- $ 6,557
Account receivable, net............................................................ 8,229 10,373
Prepaid insurance.................................................................. 8,205 4,520
---------- ----------
Total current assets............................................................ 16,434 21,450
Property and equipment, net.......................................................... 975,709 1,018,005
Other assets......................................................................... 62,373 52,809
---------- ----------
Total assets.................................................................... $1,054,516 $1,092,264
---------- ----------
---------- ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft..................................................................... $ 6,897 $ --
Demand note payable, stockholder................................................... 25,000 --
Accounts payable................................................................... 109,327 97,850
Accrued expenses................................................................... 42,764 73,087
Unearned revenues.................................................................. 300,641 387,576
Current maturities of long-term debt............................................... 300,356 313,434
---------- ----------
Total current liabilities....................................................... 784,985 871,947
Long-term debt, net of current maturities............................................ 69,680 63,104
Capital lease obligations, net of current maturities................................. 144,162 68,533
---------- ----------
Total liabilities............................................................... 998,827 1,003,584
---------- ----------
Stockholders' equity:
Common stock....................................................................... 383,363 586,411
Accumulated deficit................................................................ (327,674) (369,731)
Less: Notes receivable from stockholders........................................... -- (128,000)
---------- ----------
Total stockholders' equity...................................................... 55,689 88,680
---------- ----------
Total liabilities and stockholders' equity...................................... $1,054,516 $1,092,264
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-252
<PAGE>
UPLINK, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, --------------------------
1998 1998 1999
------------ ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
REVENUES:
Access revenues............................................. $2,275,380 $ 997,038 $1,582,260
Other revenues.............................................. 2,200 510 18,353
---------- ---------- ----------
Total revenues........................................... 2,277,580 997,548 1,600,613

COSTS AND EXPENSES:
Cost of access revenues..................................... 949,464 434,648 645,102
Cost of other revenues...................................... 45,628 19,690 31,315
Operations and customer support............................. 522,730 154,230 230,662
Sales and marketing......................................... 213,643 108,753 201,590
General and administrative.................................. 288,146 152,264 328,024
Depreciation and amortization............................... 382,075 167,810 202,433
---------- ---------- ----------
Total costs and expenses.................................... 2,401,686 1,037,395 1,639,126
---------- ---------- ----------
Loss from operations.......................................... (124,106) (39,847) (38,513)

OTHER INCOME (EXPENSE):
Interest expense............................................ (68,030) (38,433) (21,908)
Other income, net........................................... 5,763 -- 18,364
---------- ---------- ----------
(62,267) (38,433) (3,544)
---------- ---------- ----------
Net loss...................................................... $ (186,373) $ (78,280) $ (42,057)
---------- ---------- ----------
Pro forma tax (expense)/benefit............................... -- -- --
---------- ---------- ----------
Net loss...................................................... $ (186,373) $ (78,280) $ (42,057)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

F-253
<PAGE>
UPLINK, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCKHOLDERS' TOTAL
---------------------- PAID ACCUMULATED NOTES STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT RECEIVABLE EQUITY
------ ------ ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997... 1,000,000 $202,000 $ -- $(141,301) $ -- $ 60,699
Common stock issued.......... 181,363 181,363 -- -- -- 181,363
Net loss..................... -- -- -- (186,373) -- (186,373)
--------- -------- ---------- ----------- --------- ---------
BALANCE AT DECEMBER 31, 1998... 1,181,363 $383,363 $ -- $(327,674) $ -- $ 55,689
--------- -------- ---------- ----------- --------- ---------
Common stock issued
(unaudited)............... 68,937 203,048 -- -- (128,000) 75,048
Net loss (unaudited)......... -- -- -- (42,057) -- (42,057)
--------- -------- ---------- ----------- --------- ---------
BALANCE AT JUNE 30, 1999
(UNAUDITED).................. 1,250,300 $586,411 $ -- $(369,731) $(128,000) $ 88,680
--------- -------- ---------- ----------- --------- ---------
--------- -------- ---------- ----------- --------- ---------
</TABLE>

See accompanying notes.

F-254
<PAGE>
UPLINK, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, -----------------------
1998 1998 1999
------------ ---- ----
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss....................................................... $ (186,373) $(78,280) $ (42,057)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization............................. 382,075 167,810 202,433
Gain on sale of equipment................................. (5,763) -- (18,364)
Changes in operating assets and liabilities:
Accounts receivable....................................... (957) (17,208) (2,144)
Other assets.............................................. (8,063) (18,204) 3,685
Accounts payable.......................................... 100,469 (2,100) (11,477)
Accrued expenses.......................................... 23,738 62,685 30,324
Unearned revenues......................................... 183,560 103,955 86,935
---------- -------- ---------
Net cash provided by operating activities........................ 488,686 218,658 249,335

INVESTING ACTIVITIES:
Purchase of property and equipment............................... (333,620) (182,984) (123,596)
Net change in deposits on new capital leases..................... (5,994) (9,000) 8,730
Payment on domain costs.......................................... (25,000) -- --
Proceeds from sale of equipment.................................. 5,763 -- 18,364
---------- -------- ---------
Net cash used in investing activities............................ (358,851) (191,984) (96,502)

FINANCING ACTIVITIES:
Cash overdraft................................................... 6,897 -- (6,897)
Net payments, note payable, stockholder.......................... (25,000) (50,000) (25,000)
Net principal payments of debt................................... (11,065) (5,407) (5,962)
Payments on obligations under capital leases..................... (318,506) (144,379) (183,465)
Issuance of common stock......................................... 181,363 180,000 75,048
---------- -------- ---------
Net cash used by financing activities............................ (166,311) (19,786) (146,276)
---------- -------- ---------
Net (decrease) increase in cash.................................. (36,476) 6,888 6,557
Cash at beginning of period...................................... 36,476 36,476 --
---------- -------- ---------
Cash at end of period............................................ $ -- $ 43,364 $ 6,557

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest........................................... $ 68,030 $ 38,433 $ 21,908
---------- -------- ---------
---------- -------- ---------
Capital lease obligations incurred............................... $ 284,038 $152,888 $ 120,300
---------- -------- ---------
---------- -------- ---------
Common stock issued in return for stockholders' note
receivable..................................................... $ -- $ -- $ 128,000
---------- -------- ---------
---------- -------- ---------
</TABLE>

See accompanying notes.

F-255
<PAGE>
UPLINK, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Uplink, Inc. (the Company) is a regional provider of Internet access and
related services to both residential and commercial customers primarily in
central Pennsylvania. The Company's line of products ranges from 28.8k, 56k,
ISDN, and ADSL service for the home or small business, to dedicated network
connections up to the DS-3 level.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid, short-term debt instruments
purchased with a maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE AND DEFERRED REVENUE

The Company provides either a monthly or an annual billing option for
Internet service, each of which is in advance of the service provided.
Accordingly, these advance billings are included in accounts receivable and
deferred revenue.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of trade receivables. The
Company performs ongoing credit evaluations of its customers financial
condition, and generally no collateral is required. Concentrations of credit
risk with respect to trade receivables are limited due to the large number of
customers comprising the Company's customer base. Reserves for potential credit
losses are established when, in managements estimate, collectibility becomes
doubtful.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated using
straight-line and accelerated methods over their estimated useful lives of five
to ten years.

The Company leases certain of its data communications and other equipment
under capital lease agreements. The assets and liabilities under capital lease
are recorded at the lesser of the present value of aggregate future minimum
lease payments, including estimated bargain purchase options, or the fair value
of the assets under lease. Assets under capital lease are amortized using the
straight-line method over the lesser of their estimated useful lives of three to
five years or the term of the lease.

IMPAIRMENT OF LONG-LIVED ASSETS

At each balance sheet date, management determines whether any property or
equipment or any other long-lived assets have been impaired based on the
criteria established in Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be

F-256
<PAGE>
UPLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

Disposed Of. The Company made no adjustments to the carrying values of the
assets during the years ended December 31, 1998.

DEFERRED DOMAIN COSTS

Deferred domain costs represent the cost to acquire the domain name which
is amortized on a straight-line basis over fifteen years.

INCOME TAXES

Historically, the Company, with the consent of its stockholders, has
elected to be treated as an S Corporation for both Federal and state income tax
purposes under the provisions of Subchapter S of the Internal Revenue Code (the
Code). As a result, the stockholders are taxed on their proportionate share of
the Company's taxable income and such taxes, if any, are determined at the
stockholders level. Accordingly, the Company was not subject to Federal and
state corporate income tax during the period which it was an S Corporation.

The pro forma income tax information included with the statements of operations
and Note 9 is presented in accordance with Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, as if the Company had been
subject to Federal and certain state income taxes for the year ended December
31, 1998 and the six months ended June 30, 1998 and 1999.

REVENUE RECOGNITION

Access revenues consist of annual and monthly fees charged to customers for
Internet access and other ongoing services which are recognized over the period
services are provided. Other revenues represent web page development sales and
installation charges which are recorded as earned.

COST OF REVENUES

Cost of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure as well as costs related to the Company's
backbone.

ADVERTISING COSTS

Advertising costs are included in sales and marketing. Such costs are
expensed as incurred. Advertising costs during 1998 amounted to $93,044.

STOCK BASED COMPENSATION

The Company has adopted the disclosure provisions of Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No.
123). SFAS No. 123 permits the Company to continue accounting for stock-based
compensation as set forth in Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB Opinion No. 25) and related
interpretations provided the Company discloses the pro forma effect on
operations adopting the full provisions of SFAS No. 123.

SOURCES OF SUPPLIES

F-257
<PAGE>
UPLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in compliance with Article 10 of Regulation S-X. Accordingly,
they do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
six-month periods ended June 30, 1998 and 1999, are not necessarily indicative
of the results that may be expected for an entire year.

3. PROPERTY AND EQUIPMENT

Property and equipment and accumulated depreciation and amortization at
December 31, 1998 are as follows:

<TABLE>
<CAPTION>
1998
----
<S> <C>
Computer equipment.................................................... $ 719,247
Vehicles.............................................................. 4,800
Leasehold improvements................................................ 12,534
Telephone equipment................................................... 25,421
Furniture and fixtures................................................ 25,703
Equipment under capital leases........................................ 812,053
----------
Total............................................................ 1,599,758
Less accumulated depreciation and amortization........................ 624,049
----------
Property and equipment, net.................................... $ 975,709
----------
----------
</TABLE>

Accumulated amortization on equipment under capital lease obligations was
approximately $311,000 at December 31, 1998.

4. OBLIGATIONS UNDER CAPITAL LEASES

The Company has entered into several noncancelable capital lease agreements
for computer equipment.

The present value of net minimum lease payments under the terms of these
agreements has been classified in the accompanying financial statements at
December 31, 1998 as follows:

<TABLE>
<CAPTION>
1998
----
<S> <C>
Current maturities of obligations under capital leases.................. $288,129
Long-term debt.......................................................... 144,162
--------
Total................................................................... $432,291
--------
--------
</TABLE>

Scheduled future minimum lease payments under the capital leases, together
with the present value of the net minimum lease payments as of December 31, 1998
are as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31,
-------------------------
<S> <C>
1999.................................................................... $312,185
2000.................................................................... 148,461
--------
Total minimum lease payments....................................... 460,646
Less amounts representing interest...................................... 28,355
--------
Present value of net minimum lease payments........................ $432,291
--------
--------
</TABLE>

F-258
<PAGE>
UPLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. NOTE PAYABLE

The Company's note payable at December 31, 1998 is as follows:

<TABLE>
<CAPTION>
1998
----
<S> <C>
Note payable in monthly installments of $1,648, including interest
at a regional banks prime rate plus 1.5% per annum (9.881% at
December 31, 1998). This loan is secured by the personal guarantee
and real property owned by a stockholder of the Company. In
addition, this loan is secured by the Company's property and
equipment and accounts receivable.
$ 81,907
Less current maturities....................................... 12,227
--------
Long-term debt................................................ $ 69,680
--------
--------
</TABLE>

Scheduled principal payments on the note payable at December 31, 1998 are
as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31,
-------------------------
<S> <C>
1999..................................................................... $12,227
2000..................................................................... 13,491
2001..................................................................... 14,887
2002..................................................................... 16,427
2003..................................................................... 18,126
Thereafter............................................................... 6,749
-------
Total............................................................... $81,907
-------
-------
</TABLE>

6. RETIREMENT PLAN

The Company maintains a 401(k) cash or deferred profit-sharing plan
covering substantially all employees. Under the terms of this plan, the Company
makes discretionary contributions. Employer contributions payable for the year
ended December 31, 1998 amounted to $2,870.

7. RELATED PARTY TRANSACTIONS

The Company purchases computer equipment and programming services from
Computer Science Resources, Inc., which is owned by the Company's Vice
President. During the year ended December 31, 1998, payments to Computer Science
Resources, Inc. totaled $141,795.

8. EMPLOYEE STOCK OPTION PLAN

The Company periodically grants options to purchase shares of its common
stock to employees in recognition of outstanding performance. As of December 31,
1998, options to purchase up to 34,000 shares, in increments of not less than
1,000 shares, at a purchase price of $1 per share are outstanding. These
options, if not exercised, will expire on various dates from May 2002 through
March 2003. There were no shares issued as a result of option exercises during
the year ended December 31, 1998.

Shares acquired as a result of exercise of these options are restricted and
subject to redemption, at the original purchase price plus 8% per annum, if the
optionees employment with the Company is terminated. Options granted vest
immediately.

F-259
<PAGE>
UPLINK, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

8. EMPLOYEE STOCK OPTION PLAN--(CONTINUED)

During the years ended December 31, 1998 activity related to stock options
was as follows:

<TABLE>
<CAPTION>
1998
------------------------
NUMBER PRICE PER
OF SHARES SHARE
--------- ---------
<S> <C> <C>
Beginning of period.................................................... 10,000 $ 1
Options granted........................................................ 24,000 1
Options exercised...................................................... -- --
Forfeitures............................................................ -- --
------- ------
End of period.......................................................... 34,000 $ 1
------- ------
------- ------
Exercisable............................................................ 34,000 $ 1
------- ------
------- ------
</TABLE>

The Company applies APB Opinion No. 25 and related interpretations in
accounting for stock options. Accordingly, compensation expense is recognized
only if options are granted at a price below fair value. Had compensation cost
for the stock options been determined based on the fair value at the grant dates
for awards consistent with the method of SFAS No. 123, the effect on the
Company's net loss for the year ended December 31, 1998, would have been
insignificant.

9. INCOME TAX

Upon consummation of an agreement with OneMain.com, Inc. (OneMain.com) to
sell the outstanding stock of the Company, the Company's status as an S
Corporation under the Code will automatically terminate and Federal and state
corporate income tax rates will apply. Based upon the cumulative temporary
differences, the Company would have recognized a deferred Federal and state
income tax asset of $66,075 and $76,238 as of December 31, 1998 and June 30,
1999, respectively, had the termination of its election to be treated as an S
Corporation occurred on those dates.

The pro forma provision for income taxes is reflected on the statement of
operations for each of the three periods ended December 31, 1998 and the six
months ended June 30, 1998 and 1999, as if the Company had been a C Corporation.
No pro forma income tax provision or benefit is reflected as the Company would
have provided a full valuation allowance against the deferred tax asset had it
been a C Corporation.

10. SUBSEQUENT EVENT

On September 30, 1999, the stockholders of the Company sold all of the
issued and outstanding shares to OneMain.com, Inc. for approximately $8.6
million in a combination of cash and stock.

F-260

<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Officers and Directors
Cape Internet

We have audited the accompanying combined balance sheets of Cape Internet as of
December 31, 1998 and June 30, 1999, and the related combined statements of
operations, stockholder's deficit, and cash flows for the year ended December
31, 1998 and the six months ended June 30, 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position at December 31,1998 and
June 30, 1999 of the corporations listed in Note 1, and the combined results of
its operations and its cash flows for the year ended December 31, 1998 and the
six months ended June 30, 1999, in conformity with accounting principles
generally accepted in the United States.

/S/ ERNST & YOUNG LLP

McLean, Virginia
September 3, 1999

F-261
<PAGE>
CAPE INTERNET

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ ---------
<S> <C> <C>
ASSETS
Current assets:
Cash................................................................................ $ 19,690 $ 48,237
Accounts receivable--trade, net of allowance of $31,841 and $24,439 at December 31,
1998 and June 30, 1999, respectively............................................. 120,746 102,887
Accounts receivable--related party.................................................. 43,594 207,260
----------- ---------
Total current assets............................................................. 184,030 358,384
Property and equipment, net........................................................... 201,874 170,912
Other assets.......................................................................... 5,950 7,031
----------- ---------
Total assets..................................................................... $ 391,854 $ 536,327
----------- ---------
----------- ---------

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Accounts payable.................................................................... $ 165,348 $ 225,704
Accrued expenses.................................................................... 149,901 116,938
Unearned revenues................................................................... 246,644 276,327
Current portion of long-term debt................................................... 9,058 5,564
Stockholder advances................................................................ 26,407 26,407
Deferred income taxes............................................................... 30,096 30,922
----------- ---------
Total liabilities................................................................ 627,454 681,862
Stockholder's deficit:
Common stock, no par value, 212,500 shares authorized, 5,490 issued, and
outstanding...................................................................... 10,500 10,500
Treasury stock, at cost............................................................. (94,700) (94,700)
Accumulated deficit................................................................. (151,400) (61,335)
----------- ---------
Total stockholder's deficit...................................................... (235,600) (145,535)
----------- ---------
Total liabilities and stockholder's deficit......................................... $ 391,854 $ 536,327
----------- ---------
----------- ---------
</TABLE>

See accompanying notes.

F-262
<PAGE>
CAPE INTERNET
COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, --------------------------
1998 1998 1999
------------ ---- ----
(UNAUDITED)
<S> <C> <C> <C>
REVENUES:
Access revenues............................................. $3,197,812 $1,501,776 $1,930,939
Other revenues.............................................. 232,781 106,319 192,834
----------- ---------- ----------
Total revenues........................................... 3,430,593 1,608,095 2,123,773

COSTS AND EXPENSES:
Costs of access revenues.................................... 611,621 307,385 351,352
Costs of other revenues..................................... 182,446 70,352 110,378
Operations and customer support............................. 673,658 289,609 383,537
Sales and marketing......................................... 515,477 166,850 426,242
General and administrative.................................. 1,346,618 593,568 660,431
Depreciation................................................ 100,760 44,624 52,415
----------- ---------- ----------
Total costs and expenses................................. 3,430,580 1,472,388 1,984,355
----------- ---------- ----------
Income from operations...................................... 13 135,707 139,418

OTHER INCOME (EXPENSE):
Interest income............................................. 20 -- 121
Interest expense............................................ (2,499) (692) (364)
----------- ---------- ----------
(2,479) (692) (243)
----------- ---------- ----------
(Loss) income before provision for income taxes............... (2,466) 135,015 139,175
Provision for income taxes (benefit).......................... 31,421 (5,280) 49,110
----------- ---------- ----------
Net (loss) income............................................. $ (33,887) $ 140,295 $ 90,065
----------- ---------- ----------
----------- ---------- ----------
</TABLE>

See accompanying notes.

F-263
<PAGE>
CAPE INTERNET

COMBINED STATEMENT OF STOCKHOLDER'S DEFICIT

<TABLE>
<CAPTION>
TOTAL
COMMON TREASURY ACCUMULATED STOCKHOLDER'S
STOCK STOCK DEFICIT DEFICIT
------- -------- ----------- -------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997.................................. $10,500 $(94,700) $(117,513) $(201,713)
Net loss.................................................... -- -- (33,887) (33,887)
------- -------- ---------- -----------
BALANCE AT DECEMBER 31, 1998.................................. 10,500 (94,700) (151,400) (235,600)
Net income.................................................. -- -- 90,065 90,065
------- -------- ---------- -----------
BALANCE AT JUNE 30, 1999...................................... $10,500 $(94,700) $ (61,335) $(145,535)
------- -------- ---------- -----------
------- -------- ---------- -----------
</TABLE>

See accompanying notes.

F-264
<PAGE>
CAPE INTERNET

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED JUNE 30,
DECEMBER 31, ------------------------
1998 1998 1999
------------ ---- ----
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income............................................. $ (33,887) $ 140,295 $ 90,065
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation............................................... 100,760 44,624 52,415
Loss on disposal of assets................................. 9,079 -- --
Changes in operating assets and liabilities:
Accounts receivable...................................... (86,566) (70,541) (145,807)
Other assets............................................. (5,950) (19,314) (1,081)
Accounts payable......................................... 74,334 103,795 60,356
Accrued expenses......................................... 37,556 (32,047) (32,963)
Unearned revenues........................................ 34,764 (22,789) 29,683
Deferred tax liability................................... 30,096 6,650 826
---------- --------- ---------
Net cash provided by operating activities....................... 160,186 150,673 53,494

INVESTING ACTIVITIES:
Purchases of property and equipment............................. (88,276) (78,900) (21,453)

FINANCING ACTIVITIES:
Principal payments of long-term debt and stockholder advances... (116,501) (103,174) (3,494)
Proceeds from issuance of common stock.......................... 500 500 --
---------- --------- ---------
Net cash used in financing activities........................... (116,001) (102,674) (3,494)
---------- --------- ---------
Net (decrease) increase in cash................................. (44,091) (30,901) 28,547
Cash at beginning of period..................................... 63,781 63,781 19,690
---------- --------- ---------
Cash at end of period........................................... $ 19,690 $ 32,880 $ 48,237
---------- --------- ---------
---------- --------- ---------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest.......................................... $ 2,500 $ 692 $ 400
---------- --------- ---------
---------- --------- ---------
Cash paid for income taxes...................................... $ 1,307 $ 456 $ 15,800
---------- --------- ---------
---------- --------- ---------
</TABLE>

See accompanying notes.

F-265
<PAGE>
CAPE INTERNET

NOTES TO COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION

Cape Internet (the Company) is a regional provider of Internet access as
well as design and hosting services for World Wide Web sites. The Company is
based in Osterville, Massachusetts and provides Internet-related services
primarily in the New England area.

The Company expects to continue focusing on increasing its subscriber base
and geographic coverage. The on-line services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services, and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to sustain profitability or
positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements present the combined financial
position and the combined results of operations and cash flows of Cape Internet,
Inc. and New England Access Corp. as of December 31, 1998 and June 30, 1999 and
for the year ended December 31, 1998 and the six months ended June 30, 1999. The
financial statements have been presented on a combined basis because they share
common ownership and management and provide similar services.

USE OF ESTIMATES

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

PROPERTY AND EQUIPMENT

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews the recoverability of long-lived assets whenever events
or changes in circumstances indicate that the carrying value of such assets may
not be recoverable. If the expected future cash flows from the use of such
assets (undiscounted and without interest charges) are less than the carrying
value, the Company's policy is to record a write-down that is determined based
on the difference between the carrying value of the asset and its estimated fair
value.

F-266
<PAGE>
CAPE INTERNET

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

REVENUE RECOGNITION

The Company recognizes Internet access revenue when the services are
provided. The Company offers contracts for Internet access that are generally
paid in advance by customers. The Company has deferred recognizing revenue on
these advance payments and amortizes the amounts to revenue on a straight-line
basis as the services are provided. The Company records a reserve for the
estimated amount of uncollectible accounts for customers who are provided credit
terms. No revenue is recognized during a subscriber cancellation period.

Other revenues include network installation, maintenance and web design.
These services are provided on a time and materials basis and revenue is
recognized based upon time (at established rates) and other direct costs as
incurred.

COST OF REVENUES

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone and other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

ADVERTISING COSTS

All advertising and promotion costs are expensed as incurred. During the
year ended December 31, 1998, and six months ended June 30, 1999, the Company
expensed $464,261 and $400,640, respectively, as advertising costs.

INCOME TAXES

These combined financial statements report the affect of income taxes on
Cape Internet, Inc. and New England Access Corp.

For income tax reporting purposes, Cape Internet, Inc. is a C corporation
and accounts for income taxes using the liability method. The liability method
provides that deferred tax assets and liabilities are recorded based on the
difference between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes, referred to as temporary differences.
Temporary differences result from the use of different accounting methods for
financial and income tax reporting purposes.

In contrast, New England Access Corp. has elected, by the consent of its
stockholder, to be taxed under the provisions of Subchapter S of the Internal
Revenue Code (the Code). Under the Subchapter S provisions of the Code, the
stockholder includes the Company's corporate income in his personal income tax
return. Accordingly, New England Access Corp. was not subject to Federal and
state corporate income tax during the period for which it was an S corporation
and thus no provision for Federal and state income taxes is reflected in the
accompanying combined financial statements as they relate to New England Access
Corp.

SOURCES OF SUPPLIES

The Company relies on local telephone companies and other companies to
provide data communications. Further, substantially all of the Company's digital
data transport is provided by a third party provider. Although management feels
alternative telecommunication facilities could be found in a timely manner, any
disruption of these services could have an adverse effect on operating results.

Two major suppliers provided the Company with approximately 80% and 66% of
total cost of access revenues during the year ended December 31, 1998 and the
six months ended June 30, 1999, respectively.

F-267
<PAGE>
CAPE INTERNET

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in compliance with Article 10 of Regulation S-X. Accordingly,
they do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
six-month periods ended June 30, 1998 and 1999, are not necessarily indicative
of the results that may be expected for an entire year.

3. RESTRICTED CASH

The Company had $20,231 held as restricted cash at December 31, 1998 and
June 30, 1999. These funds have been restricted by the state of Massachusetts
and held by a Trustee of Cape Cod Bank and Trust pending the settlement of an
outstanding contingency.

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Computer equipment and software.......................... $361,365 $382,817
Furniture, fixtures and office equipment................. 32,501 32,502
-------- --------
393,866 415,319
Less accumulated depreciation and amortization........... (191,992) (244,407)
-------- --------
$201,874 $170,912
-------- --------
-------- --------
</TABLE>

5. LEASE COMMITMENTS

The Company leases office space for its headquarters in Osterville and
certain operating facilities in Harwich. The Company does not lease any
equipment. The Osterville leases are for a term of one year. At the end of each
of the lease periods, the lessee has the option to renew the leases for the
following year. The Harwich lease is for a term of one month. At the end of the
lease period, the lessee has the option to renew the lease for the following
month.

Minimum future lease payments for the one year operating lease as of June
30, 1999 are $35,982, and all payments are expected to be paid prior to June 30,
2000.

6. INCOME TAXES

Deferred income taxes related to Cape Internet, Inc. represent the net
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
reporting purposes. Significant components of Cape Internet's net deferred tax
liability are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Deferred tax liability--depreciation...................... $(37,496) $(35,191)
Deferred tax asset--allowance for doubtful accounts....... 7,400 4,269
-------- --------
Total net deferred income tax liability.................. $(30,096) $(30,922)
-------- --------
-------- --------
</TABLE>

F-268
<PAGE>
CAPE INTERNET

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

6. INCOME TAXES--(CONTINUED)
The income tax provision related to Cape Internet, Inc. for the year ended
December 31, 1998 and the six months ended June 30, 1999 was comprised of the
following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Current:
Federal................................................... $ 1,120 $ 40,709
State..................................................... 205 7,575
Deferred
Federal................................................... 22,997 696
State..................................................... 7,099 130
-------- --------
Total....................................................... $ 31,421 $ 49,110
-------- --------
-------- --------
</TABLE>

Cape Internet, Inc. had income before the provisions for income taxes of
$75,611 and $119,634 for the year ended December 31, 1998 and the six months
ended June 30, 1999, respectively. The following table reconciles the difference
between the amount of income tax expense that would result from applying
statutory rates to the pretax income of Cape Internet, Inc. and the amount
presented in the accompanying combined statements of operations:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Federal income tax expense at statutory rates................ $ 25,708 $ 40,676
State income tax expense, net of federal taxes............... 4,821 7,575
Permanent differences........................................ 892 859
-------- --------
Provision for income taxes................................... $ 31,421 $ 49,110
-------- --------
-------- --------
</TABLE>

Upon consummation of an agreement with OneMain.com, Inc. (OneMain.com) to
sell the outstanding stock of New England Access Corp., the Company's status as
an S-corporation under the Code will automatically terminate and Federal and
state corporate income tax rates will apply. Based upon the cumulative temporary
differences, New England Access would have recognized a deferred Federal and
state income tax liability of $5,573 as of June 30, 1999, had the termination of
its election to be treated as an S-corporation occurred on that date.

7. DEFINED CONTRIBUTION PLAN

All Cape Internet employees with 12 consecutive months of service are
eligible to participate in the Company's 401(k) Profit Sharing Plan. An employee
may elect to defer 1% to 10% of his or her salary each period and up to 100% of
any bonuses received. The employer has the option to make a discretionary
matching contribution each year at a percentage determined by the employer prior
to year-end. Matching contributions were $41,850 and $4,376 for the 12 months
ended December 31, 1998 and the six months ended June 30, 1999, respectively.

8. RELATED PARTIES

The Company's sole stockholder has made advances to the Company to provide
working capital financing. The advances have no formal repayment terms but have
been classified as a current liability in the accompanying balance sheet because
it is managements intention to resolve the liability within the next 12 months.
Cape Internet shares common office space and certain employees with other
entities which are under common ownership. Certain costs, including payroll and
data processing fees, are allocated among the entities in accordance with the
economic benefit enured to each. During the year ended December 31, 1998 and the
six months ended June 30, 1999, Cape Internet allocated $97,911 and $99,703,
respectively, of

F-269
<PAGE>
CAPE INTERNET

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

8. RELATED PARTIES--(CONTINUED)

expenses to the other entities. Further, the Company made advances to these
other entities of $219,233 and $221,963, respectively, during the same periods.

In addition to allocated costs and advances, Cape Internet also pays an
advertising and marketing fee to Cape Cod Journal in the amount $25,000 per
month. This fee pays for banner links, New England Access Corp. sign-up links,
and exposure to the Cape Cod community. These costs are recorded as advertising
expense on the combined financial statements and were $255,800 and $158,000 for
the 12 months ended December 31, 1998 and the six months ended June 30, 1999,
respectively.

The amounts due to Cape Internet from these other entities as of December
31, 1998 and June 30, 1999 are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Cape Cod Journal........................................ $ 39,471 $ 39,752
Bank Internet........................................... -- 154,449
Osterville Software..................................... 4,123 4,664
Best Buy Golf........................................... -- 8,395
-------- --------
Total accounts receivable--related parties.............. $ 43,594 $207,260
-------- --------
-------- --------
</TABLE>

9. PENDING TRANSACTION

During 1999, the Company's sole stockholder entered into an agreement
whereby he will sell his shares in the Company to OneMain.com. The Company's
stockholder will exchange his shares in the Company for cash and shares of
common stock of OneMain.com. OneMain.com will become the sole stockholder of the
Company.

10. READINESS FOR THE YEAR 2000 (UNAUDITED)

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Companys
computer programs that have time-sensitive software may recognize a date using
00 as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

The Company is aware of the implications associated with the Year 2000 as
it relates to software information systems and other outside implications on the
Company's operations, including the potential impact on its customers and major
vendors. The Year 2000 is not expected to have a material impact on the
Company's current information systems because current software is either already
Year 2000 compliant or required changes are currently underway. Management does
not anticipate significant delays or implementation issues related to updates
and conversions to Year 2000 compliant systems. The Company does not believe it
is exposed to a significant risk related to services provided, or expected to be
provided, to its customers related to the Year 2000 Issue. As a result, the
Company does not anticipate that incremental expenditures to ensure that its
information systems are Year 2000 compliant or contingencies related to services
provided will be material to the Company's liquidity, financial position or
results of operations over the next few years. Any costs that may arise will be
capitalized to the extent such costs represent replacements of current systems
or new systems and will be expensed as incurred to the extent that such costs
represent repairs, maintenance or upgrades to existing systems.

The Company has completed an assessment of its Year 2000 Issues and is in
the process of modifying or replacing portions of its business software and
equipment so that its computer systems are Year 2000 compliant prior to December
31, 1999.

F-270
<PAGE>
REPORT OF INDEPENDENT AUDITORS

To The Members,
PennCom Internet Company, LLC

We have audited the accompanying balance sheets of PennCom Internet Company, LLC
(a limited liability company) as of December 31, 1998 and June 30, 1999, and the
related statements of operations and members' deficit, and cash flows for the
year ended December 31, 1998 and the six-month period ended June 30, 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 did not audit the financial statements for the six-month period
ended June 30, 1998 and, accordingly, we do not express an opinion on them.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PennCom Internet Company, LLC
as of December 31, 1998 and June 30, 1999, and the results of its operations and
its cash flows for the year ended December 31, 1998 and the six-month period
ended June 30, 1999, in conformity with generally accepted accounting
principles.

/S/ DIEFENBACH DELIO KEARNEY &
DEDIONISIO

Erie, Pennsylvania
September 10, 1999

F-271
<PAGE>
PENNCOM INTERNET COMPANY, LLC

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ ----------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents.......................................................... $ 65,267 $ 160,523
Accounts receivable, net of allowance of $23,000 in 1998 and $24,500 in 1999....... 282,391 401,285
Prepaid expenses................................................................... -- 1,486
---------- ----------
Total current assets.......................................................... 347,658 563,294
Property and equipment, net.......................................................... 1,128,463 1,449,568
Intangible assets, net............................................................... 452 19,260
---------- ----------
Total assets.................................................................. $1,476,573 $2,032,122
---------- ----------
---------- ----------

LIABILITIES AND MEMBERS' DEFICIT
Current liabilities
Line of credit..................................................................... $ 150,000 $ 250,000
Current maturities of notes payable to members..................................... 102,500 108,000
Current maturities of long-term debt and capital lease obligations................. 76,175 31,718
Accounts payable
Trade........................................................................... 93,083 211,248
Other........................................................................... -- 50,000
Accrued expenses................................................................... 55,468 165,713
Unearned revenues.................................................................. 824,305 1,094,903
---------- ----------
Total current liabilities..................................................... 1,301,531 1,911,582
---------- ----------
Notes payable to members, less current maturities.................................... 795,500 687,500
---------- ----------
Long-term debt and capital lease obligations, less current maturities................ 45,000 30,000
---------- ----------
Contingent liabilities
Members' deficit..................................................................... (665,458) (596,960)
---------- ----------
Total liabilities and members' deficit........................................ $1,476,573 $2,032,122
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

F-272
<PAGE>
PENNCOM INTERNET COMPANY, LLC

STATEMENTS OF OPERATIONS AND MEMBERS' DEFICIT

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED ------------------------
DECEMBER 31, JUNE 30, JUNE 30,
1998 1998 1999
------------ ---------- ----------
(UNAUDITED)

<S> <C> <C> <C>
REVENUES

Access and other revenues............................................ $3,289,578 $1,371,473 $2,677,149
---------- ---------- ----------

COSTS AND EXPENSES

Cost of access and other revenues.................................... 1,375,375 616,202 1,174,070

Sales and marketing.................................................. 303,169 130,212 248,444

Operations and customer support...................................... 336,851 131,405 233,202

General and administrative........................................... 1,152,728 549,067 589,208

Depreciation and amortization........................................ 384,088 192,045 333,922
---------- ---------- ----------

Total costs and expenses.......................................... 3,552,211 1,618,931 2,578,846
---------- ---------- ----------

Income (loss) from operations.......................................... (262,633) (247,458) 98,303

OTHER INCOME (EXPENSE)

Interest expense..................................................... (72,265) (35,466) (38,640)

Other income, net.................................................... 1,485 15 8,835
---------- ---------- ----------

NET INCOME (LOSS)...................................................... (333,413) (282,909) 68,498

Members' deficit at beginning of period................................ (332,045) (332,045) (665,458)
---------- ---------- ----------

Members' deficit at end of period...................................... $ (665,458) $ (614,954) $ (596,960)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

F-273
<PAGE>
PENNCOM INTERNET COMPANY, LLC

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED ----------------------
DECEMBER 31, JUNE 30, JUNE 30,
1998 1998 1999
------------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)...................................................... $ (333,413) $(282,909) $ 68,498
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization....................................... 384,088 192,045 333,922
Allowance for doubtful accounts..................................... 13,000 6,000 1,500
Changes in operating assets and liabilities:
Accounts receivable............................................... (188,109) (33,841) (120,394)
Prepaid expenses.................................................. 791 -- (1,486)
Accounts payable.................................................. 27,646 23,794 168,165
Accrued expenses.................................................. 25,009 367,563 110,245
Unearned revenues................................................. 491,291 127,248 270,598
---------- --------- ---------
Net cash provided by operating activities................................ 420,303 399,900 831,048
---------- --------- ---------
INVESTING ACTIVITIES:
Purchases of property and equipment.................................... (841,218) (299,304) (651,095)
Purchases of customer lists............................................ -- -- (22,740)
---------- --------- ---------
Net cash used in investing activities.................................... (841,218) (299,304) (673,835)
---------- --------- ---------
FINANCING ACTIVITIES:
Net proceeds under line of credit...................................... 100,000 -- 100,000
Proceeds from issuance of notes payable to members..................... 520,000 -- --
Repayments of notes payable to members................................. -- -- (102,500)
Principal payments on long-term debt................................... (15,000) -- (15,000)
Payments on obligations under capital leases........................... (132,012) (66,006) (44,457)
---------- --------- ---------
Net cash provided by (used in) financing activities...................... 472,988 (66,006) (61,957)
---------- --------- ---------
Net increase in cash and cash equivalents................................ 52,073 34,590 95,256
Cash and cash equivalents at beginning of period......................... 13,194 13,194 65,267
---------- --------- ---------
Cash and cash equivalents at end of period............................... $ 65,267 $ 47,784 $ 160,523
---------- --------- ---------
---------- --------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest................................................. $ 72,265 $ 23,181 $ 10,299
---------- --------- ---------
---------- --------- ---------
</TABLE>

See accompanying notes.

F-274
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

PennCom Internet Company, LLC (the Company), based in Warren, Pennsylvania,
is a regional provider of Internet access and related services to both
residential and commercial customers. Founded in 1995, PennCom's service area
covers most of Western Pennsylvania where they provide 56K dial-up access over a
100% digital network, as well as higher bandwidth business access, web hosting
and e-commerce solutions.

The Company expects to continue to focus on increasing its subscriber base
and geographic coverage. The online services and Internet markets are highly
competitive. The Company believes that existing competitors, Internet-based
services, Internet service providers, Internet directory services and
telecommunication companies are likely to enhance their service offerings
resulting in greater competition for the Company. The competitive conditions
could have the following effects: require additional pricing programs; increase
spending on marketing; limit the Company's ability to expand its subscriber
base; and result in increased attrition in the existing subscriber base. There
can be no assurance that growth in the Company's revenues or subscriber base
will continue or that the Company will be able to achieve or sustain
profitability or positive cash flow.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in compliance with Article 10 of Regulation S-X. Accordingly,
they do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
six-month periods ended June 30, 1998 and 1999, are not necessarily indicative
of the results that may be expected for an entire year.

Use of Estimates

Reclassifications

Certain amounts in the Company's 1998 financial statements have been
reclassified to conform to the 1999 presentation.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or
less at the time of purchase are classified as cash equivalents.

Property and Equipment

Property and equipment is stated at cost and depreciated using the
straight-line method over the estimated useful life of the assets, which is
generally three years for computers and computer-related equipment and five
years for other noncomputer furniture and equipment. Leasehold improvements are
amortized using the straight-line method over the shorter of their estimated
lives or the term of the lease agreement, ranging from three to five years.

F-275
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

The Company leases certain of its data communications and other equipment
under capital lease agreements. The assets and liabilities under capital leases
are recorded at the lesser of the present value of aggregate future minimum
lease payments, including estimated bargain purchase options, or the fair value
of the assets under lease. Assets under capital lease are amortized using the
straight-line method over their estimated useful lives of three years.

Impairment of Long-Lived Assets

At each balance sheet date, management determines whether any property or
equipment or any other assets have been impaired based on the criteria
established in Statement of Financial Accounting Standards No. 121 ('SFAS 121'),
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. The Company made no adjustments to the carrying values of the
assets during the year ended December 31, 1998 and the six-month periods ended
June 30, 1998 and 1999.

Intangible Assets--Customer Lists

The Company capitalizes specific costs incurred for the purchase of
customer bases from other Internet service providers ('ISPs'). The cost of
customer lists acquired is being amortized by the straight-line method over
three years.

Revenue Recognition

The Company recognizes Internet access revenue when the services are
provided. The Company offers contracts for Internet access that are generally
paid for in advance by customers. The Company has deferred recognizing revenue
on these advance payments and amortizes the amounts to revenue on a
straight-line basis as the services are provided. Other revenues generally
represent equipment sales and one-time, nonrefundable set-up fees. Such revenues
are recorded as earned.

Costs of Revenues

Cost of access revenues primarily consists of telecommunication expenses
inherent in the network infrastructure. Cost of access revenues also includes
fees paid for lease of the Company's backbone, as well as license fees for Web
browser software based on a per-user charge, other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
year ended December 31, 1998 and the six-month periods ended June 30, 1998 and
1999, the Company expensed $95,066, $40,753 and $79,082, respectively, as
advertising costs.

Income Taxes

The Company is organized as a limited liability company (LLC) under the
laws of the Commonwealth of Pennsylvania. Accordingly, the Company is taxed
under the partnership provisions of the Internal Revenue Code ('the Code').
Under the partnership provisions of the Code, the limited liability company
members include the Company's income on their individual tax returns. As a
result, the Company is not subject to federal and state corporate income tax. In
addition, no provision is made in the accounts for deferred or prepaid income
taxes where there are differences in the timing recognition of income and
expense for financial reporting and tax purposes. Timing differences primarily
relate to the recognition of deferred revenues and an allowance for doubtful
accounts for financial reporting purposes. Timing differences also

F-276
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
relate to depreciation and amortization of property and equipment, including
leases capitalized for financial reporting purposes, accrued vacation pay and
other items.

The unaudited pro forma income tax information included in Note 10 is
presented in accordance with Statement of Financial Accounting Standards No.
109, Accounting for income Taxes, as if the Company had been a C Corporation
subject to federal and state corporate income taxes for all periods presented.

Financial Instruments and Concentrations of Credit Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and accounts
receivables. A high credit quality financial institution holds the cash. For
accounts receivable, the Company performs ongoing credit evaluations of its
customers' financial condition and generally does not require collateral. The
Company maintains reserves for credit losses, and such losses have been within
management's expectations. The large customer base mitigates the concentration
of credit risk. Other financial instruments consist of accounts payable and
notes payable. The carrying value of such amounts reported in the applicable
balance sheet dates approximates their fair value.

Sources of Supplies

Commissions and Guaranteed Payments to Members

Commissions and guaranteed payments to members that are intended as
compensation for services rendered are accounted for as general and
administrative expenses of the LLC rather than as allocations of the LLC net
earnings. Commissions and guaranteed payments that are intended as payments of
interest on capital accounts are accounted for as part of the allocation of net
earnings rather than as expenses of the LLC. Since its inception, the Company
has accounted for all commission and guaranteed payments as general and
administrative expenses of the LLC. Commissions and guaranteed payments to
members, which have been included in general and administrative expenses,
totaled $854,000 for the year ended December 31, 1998 and $427,000 and $252,000
for the six-month periods ended June 30, 1998 and 1999, respectively.

F-277
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ ----------
<S> <C> <C>
Leasehold improvements............................................... $ 10,012 $ 15,876
Computer and other equipment......................................... 1,643,697 2,267,953
Software............................................................. 62,806 83,781
---------- ----------
1,716,515 2,367,610
Less accumulated depreciation and amortization....................... 588,052 918,042
---------- ----------
$1,128,463 $1,449,568
---------- ----------
---------- ----------
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Customer lists....................................................... $ -- $ 22,740
Organizational cost.................................................. 1,420 1,420
------ --------
1,420 24,160
Less accumulated amortization........................................ 968 4,900
------ --------
$ 452 $ 19,260
------ --------
------ --------
</TABLE>

5. LINE OF CREDIT

At December 31, 1998 and June 30, 1999, the Company had a short-term line
of credit with a bank that bears interest at the bank's prime rate plus 1/2 %.
Maximum borrowing under the line of credit is $300,000. The line is
collateralized by accounts receivable and equipment, and is personally
guaranteed by the members.

Borrowings outstanding under the line of credit at December 31, 1998 and
June 30, 1999 were $150,000 and $250,000, respectively.

6. ACCRUED EXPENSES

Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Payroll and related expenses......................................... $ 35,922 $ 55,864
Commissions to members............................................... -- 40,000
Interest............................................................. -- 28,341
POP rebates.......................................................... 18,089 21,765
Guaranteed payments to members....................................... -- 12,000
PA franchise and sales/use taxes..................................... 1,457 7,743
-------- --------
$ 55,468 $165,713
-------- --------
-------- --------
</TABLE>

F-278
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. NOTES PAYABLE TO MEMBERS

Notes payable to members consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
Installment notes payable to members at 6.5% per annum. Principal
balances are due and payable at various dates through the year
2001. ............................................................... $898,000 $795,500
Less current maturities.............................................. 102,500 108,000
-------- --------
$795,500 $687,500
-------- --------
-------- --------
</TABLE>

Aggregate maturities of the notes payable to members for years following
June 30, 1999 are: $108,000 June 30, 2000, $229,500 June 30, 2001, and $458,000
June 30, 2002.

8. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------ --------
<S> <C> <C>
$150,000 Multiple advance term loan payable to bank, bearing interest at the
bank's prime rate plus 3/4%. The loan is payable in monthly principal
installments of $2,500 plus interest through March 2001. The loan is
collateralized by equipment and accounts receivable, and is guaranteed by
the members. .............................................................. $ 75,000 $ 60,000
28.47% Capitalized lease obligation for computer equipment; secured by
computer equipment, amortized over 3 years; due March 1999. Payable in
monthly installments of $764, including interest. ......................... 1,476 --
26.98% Capitalized lease obligation for computer equipment; secured by
computer equipment, amortized over 3 years; due March 1999. Payable in
monthly installments of $3,697, including interest, through February 1999.
Final residual payment of $312 due March 1999. ............................ 7,152 --
26.98% Capitalized lease obligation for computer equipment; secured by
computer equipment, amortized over 3 years; due March 1999. Payable in
monthly installments of $1,849, including interest. ....................... 5,306 --
29.51% Capitalized lease obligation for computer equipment; secured by
computer equipment, amortized over 3 years; due April 1999. Payable in
monthly installments of $1,442, including interest. ....................... 5,430 --
24.26% Capitalized lease obligation for computer equipment; secured by
computer equipment, amortized over 3 years; due February 1999. Payable in
monthly installments of $1,280, including interest. ....................... 2,484 --
21.55% Capitalized lease obligation for computer equipment; secured by
computer equipment, amortized over 3 years; due June 1999. Payable in
monthly installments of $2,727, including interest. ....................... 12,929 --
21.92% Capitalized lease obligation for computer equipment; secured by
computer equipment, amortized over 3 years; due July 1999. Payable in
monthly installments of $1,749, including interest. ....................... 11,398 1,718
------------ --------
121,175 61,718
Less current maturities...................................................... 76,175 31,718
------------ --------
$ 45,000 $ 30,000
------------ --------
------------ --------
</TABLE>

F-279
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

8. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS--(CONTINUED)

The aggregate annual amount of principal payments required on long-term
debt and the future minimum lease payments required under capital leases are as
follows:

<TABLE>
<CAPTION>
LONG-TERM CAPITALIZED
YEAR ENDING JUNE 30, DEBT LEASES TOTAL
------------------- --------- ----------- -------
<S> <C> <C> <C>
2000........................................................... $30,000 $ 1,749 $31,749
2001........................................................... 30,000 -- 30,000
------- ------- -------
$60,000 1,749 61,749
-------
-------
Less amount representing interest.............................. 31 31
------- ------
Present value of minimum lease payments........................ $ 1,718
-------
-------
Total long-term debt and capital lease obligations............. $61,718
-------
-------
</TABLE>

The net book value of assets held under capitalized leases approximated
$115,458 at December 31, 1998 and $73,383 at June 30, 1999.

9. OPERATING LEASE COMMITMENTS

The Company leases on a month-to-month basis certain office and equipment
storage space in Warren, Pennsylvania. Rent expense for the year ended December
31, 1998 was $8,290. Rent expense for the six-month periods ended June 30, 1998
and 1999 was $3,400 and $9,625, respectively. The Company intends to continue
leasing on a month-to-month basis the space it presently occupies as of June 30,
1999 for at least the next five years.

In addition to the above, on August 26, 1999, the Company entered into an
additional lease commitment for certain office and equipment storage space in
DuBois, Pennsylvania. The term of this lease is for five years commencing on
November 1, 1999 and ending on October 31, 2004.

The anticipated future minimum lease payments under operating leases for
the next five years following June 30, 1999 are: 2000 $32,928; 2001 $37,103;
2002 $37,347; 2003 $37,596; 2004 $37,849.

10. INCOME TAXES

The Company is organized as a limited liability company (LLC). Accordingly,
the Company is taxed under the partnership provisions of the Internal Revenue
Code. As a result, the Company is not subject to federal and state corporate
income tax. In addition, no provision is made in the accounts for deferred or
prepaid income taxes where there are differences in the timing recognition of
income and expense for financial reporting and tax purposes. Timing differences
primarily relate to the recognition of deferred revenues and an allowance for
doubtful accounts for financial reporting purposes. Timing differences also
relate to depreciation and amortization of property and equipment, including
leases capitalized for financial reporting purposes, accrued vacation pay and
other items. Based upon the cumulative temporary differences, the Company would
have recognized a net deferred federal and state income tax asset of $428,239 as
of June 30, 1999, had the Company been a C Corporation. In addition, the
following pro forma income tax provision

F-280
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

10. INCOME TAXES--(CONTINUED)

(benefit) is reflected for the year ended December 31, 1998 and the six-month
periods ended June 30, 1998 and 1999 as if the Company been a C Corporation:

DECEMBER 31, JUNE 30, JUNE 30,
1998 1998 1999
------------ --------- ----------
<S> <C> <C> <C>
Unaudited pro forma information:
Net income (loss)........................................ $ (333,413) $(282,909) $ 68,498
---------- --------- ---------
Pro forma income tax provision (benefit)
Currently payable (refundable)........................... 43,027 (97,333) 132,587
Deferred (benefit)....................................... (189,155) (42,302) (106,529)
---------- --------- ---------
(146,128) (139,635) 26,058
---------- --------- ---------
Pro forma net income (loss)................................ $ (187,285) $(143,274) $ 42,440
---------- --------- ---------
---------- --------- ---------
</TABLE>

11. CONTINGENT LIABILITIES

On January 7, 1999, a complaint was filed with the Pennsylvania Public
Utility Commission (Commission) by PennCom Internet Company (the Company) naming
Bell Atlantic-Pennsylvania, Inc. (Bell Atlantic) as the respondent. The
complaint challenges telephone service charges imposed by Bell Atlantic for a
service called Centrex Extend at the Company's locations in Clarion,
Punxsutawney, Port Allegany, Coudersport and Kane, Pennsylvania in 1997 and
1998. The complaint contests billing by Bell Atlantic for Centrex Extend service
at these locations in the period October 1997 through March 1998 in the amount
of $938,231. The Company contends these billings are erroneous and without merit
and have not recognized them as an item of expense in their financial records.
The Company's complaint requests the Commission to direct Bell Atlantic to
remove from its records and accounts any arrearage or accounts receivable
related to unpaid billings for Centrex Extend service after October 15, 1997 at
the Company's Clarion, Punxsutawney, Port Allegany, Coudersport and Kane,
Pennsylvania locations. This matter is currently in the discovery stage and no
trial date has been scheduled. The Company and its legal counsel are not able to
predict the probability of a favorable or unfavorable outcome or the amount of
potential loss, in the event of an unfavorable outcome, with a degree of
certainty that is either 'probable' or 'remote'.

The Company has also filed writs of summons in the Common Pleas Courts of
McKean, Potter, Jefferson, and Clarion Counties, Pennsylvania naming
Bell-Atlantic as the defendant. These writs are related to the Centrex Extend
service identified in the Company's complaint filed at the Public Utility
Commission. The Company at these dockets has filed no complaints and the writs
of summons do not identify any monetary or other damages sought by the Company
from Bell Atlantic in those matters. No proceedings have taken place at those
dockets at the present time.

12. RELATED PARTY TRANSACTIONS

The Company makes payments for services to Infobahn International
Incorporated, a related party through common ownership. The payments are for
Internet network charges in some of the Company's remote service areas. The
payments for these services, which are included in the cost of access revenue,
totaled $9,770 for the year ended December 31, 1998 and $3,287 and $10,313 for
the six-month periods ended June 30, 1998 and 1999, respectively.

13. YEAR 2000 ISSUE (UNAUDITED)

The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date using
'00' as the year 1900 rather than the year 2000. This could result in a system

F-281
<PAGE>
PENNCOM INTERNET COMPANY, LLC

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

13. YEAR 2000 ISSUE (UNAUDITED)--(CONTINUED)

failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices or
engage in similar normal business activities.

The Company has completed an evaluation of the Year 2000 compliance of its
information technology, and management of the Company has determined that any
exposure that the Company may have relative to Year 2000 conversion costs is not
significant to the overall financial statement presentation.

14. EVENTS SUBSEQUENT TO THE DATE OF THE REPORT OF INDEPENDENT AUDITORS
(UNAUDITED)

Effective September 30, 1999, the members sold their membership shares in
the Company to OneMain.com, Inc. OneMain.com, Inc., a public company, has
recently acquired a number of other entities that are also Internet access
providers. The Company's members sold their membership shares for cash and
shares of common stock of OneMain.com, Inc. Additionally, the Company's members
will be given consideration, contingent upon certain operational and earnings
margin requirements occurring during the period September 30, 1999 through March
31, 2000. The amount of the additional consideration will be payable in cash.
The Company will continue to exist with OneMain.com, Inc. as its sole member. As
a result, PennCom Internet Company, LLC will become a wholly-owned subsidiary of
OneMain.com, Inc. containing the fair value of the acquired net assets,
including goodwill and customer lists, of the Company.

F-282
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Members
Rural Connections

We have audited the accompanying balance sheets of Rural Connections as of
December 31, 1998 and October 31, 1999, and the related statements of operations
and changes in partners' deficit and cash flows for the year ended December 31,
1998 and the ten months ended October 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rural Connections at December
31, 1998 and October 31, 1999, and the results of its operations and its cash
flows for the year ended December 31, 1998 and the ten months ended October 31,
1999, in conformity with accounting principles generally accepted in the United
States.

/S/ ERNST & YOUNG LLP

McLean, Virginia
December 17, 1999

F-283
<PAGE>
RURAL CONNECTIONS

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, OCTOBER 31,
1998 1999
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash.............................................................................. $ 48,349 $ 71,802
Accounts receivable, less allowance of $10,000 at December 31, 1998 and October
31, 1999....................................................................... 172,597 201,941
Inventory......................................................................... 15,360 16,796
------------ -----------
Total current assets................................................................ 236,306 290,539
Property and equipment, net......................................................... 1,105,633 1,168,433
Intangible assets, net.............................................................. 205,092 214,428
------------ -----------
Total assets........................................................................ $ 1,547,031 $ 1,673,400
------------ -----------
------------ -----------

LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
Accounts payable.................................................................. $ 20,340 $ 225,476
Accrued expenses.................................................................. 178,911 195,065
Due to members.................................................................... 299,596 108,282
Unearned revenues................................................................. 878,426 1,359,437
Notes payable--related parties.................................................... 275,334 275,334
Notes payable..................................................................... 81,073 160,291
Current portion of capital lease obligations...................................... 64,409 140,002
------------ -----------
Total current liabilities........................................................... 1,798,089 2,463,887
Notes payable, net of current portion............................................... 653,118 603,297
Capital lease obligations, net of current portion................................... 107,577 159,324
------------ -----------
Total liabilities................................................................... 2,558,784 3,226,508
Partner's deficit................................................................... (1,011,753) (1,553,108)
------------ -----------
Total liabilities and partner's deficit............................................. $ 1,547,031 $ 1,673,400
------------ -----------
------------ -----------
</TABLE>

See accompanying notes.

F-284
<PAGE>
RURAL CONNECTIONS

STATEMENTS OF OPERATIONS AND
CHANGES IN PARTNERS' DEFICIT

<TABLE>
<CAPTION>
TEN MONTHS ENDED
YEAR ENDED OCTOBER 31,
DECEMBER 31, -------------------------
1998 1998 1999
------------ ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
REVENUES:
Access revenues..................................................... $ 2,985,059 $2,264,056 $ 4,263,380
Other revenues...................................................... 167,533 120,761 177,903
------------ ---------- -----------
Total revenues........................................................ 3,152,592 2,384,817 4,441,283
COSTS AND EXPENSES:
Costs of access revenues............................................ 1,267,378 966,359 2,108,936
Costs of other revenues............................................. 59,909 41,747 46,393
Operations and customer support..................................... 574,950 432,597 948,609
Sales and marketing................................................. 503,450 256,924 545,518
General and administrative.......................................... 793,689 780,468 833,405
Depreciation........................................................ 246,771 161,239 296,717
Amortization........................................................ 48,461 39,241 91,424
------------ ---------- -----------
Total costs and expenses.............................................. 3,494,608 2,678,575 4,871,002
------------ ---------- -----------
Loss from operations.................................................. (342,016) (293,758) (429,719)
OTHER INCOME (EXPENSE):
Other expense....................................................... (41,856) (41,856) --
Interest income..................................................... 1,832 1,622 2,470
Interest expense.................................................... (89,932) (73,553) (114,106)
------------ ---------- -----------
(129,956) (113,787) (111,636)
------------ ---------- -----------
Net loss.............................................................. (471,972) (407,545) (541,355)
Partner's deficit at beginning of period.............................. (539,781) (539,781) (1,011,753)
------------ ---------- -----------
Partner's deficit at end of period.................................... $ (1,011,753) $ (947,326) $(1,553,108)
------------ ---------- -----------
------------ ---------- -----------
</TABLE>

See accompanying notes.

F-285
<PAGE>
RURAL CONNECTIONS

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
TEN MONTHS ENDED
YEAR ENDED OCTOBER 31,
DECEMBER 31, ----------------------
1998 1998 1999
------------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss................................................................. $ (471,972) $(407,545) $(541,355)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization.......................................... 295,232 200,480 388,141
Loss on disposal of property and equipment............................. (41,856) (41,856) --
Changes in operating assets and liabilities:
Accounts receivable................................................. (124,483) (89,118) (29,344)
Inventory........................................................... (9,726) (14,851) (1,436)
Accounts payable.................................................... 3,767 191,170 205,136
Accrued expenses.................................................... 101,074 49,353 16,154
Due to partners..................................................... 67,269 (114,050) (191,314)
Unearned revenues................................................... 415,132 417,104 481,011
---------- --------- ---------
Net cash provided by operating activities................................ 234,437 190,687 326,993
INVESTING ACTIVITIES:
Purchases of property and equipment...................................... (412,253) (400,120) (144,347)
Purchases of customer lists.............................................. (228,553) (228,553) (100,760)
---------- --------- ---------
Net cash used in investing activities.................................... (640,806) (628,673) (245,107)
FINANCING ACTIVITIES:
Payments on obligations under capital leases............................. (34,743) (27,959) (87,830)
Proceeds from issuance of notes payable.................................. 390,673 390,673 131,470
Principal payments on notes payable...................................... (40,559) (36,848) (102,073)
---------- --------- ---------
Net cash provided by financing activities................................ 315,371 325,866 (58,433)
Net (decrease) increase in cash.......................................... (90,998) (112,120) 23,453
Cash at beginning of period.............................................. 139,347 139,347 48,349
---------- --------- ---------
Cash at end of period.................................................... $ 48,349 $ 27,227 $ 71,802
---------- --------- ---------
---------- --------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest................................................... $ 89,932 $ 59,555 $ 94,788
---------- --------- ---------
---------- --------- ---------
Capital lease obligations incurred....................................... $ 206,729 $ 206,729 $ 215,170
---------- --------- ---------
---------- --------- ---------
</TABLE>

See accompanying notes.

F-286
<PAGE>
RURAL CONNECTIONS

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Rural Connections (the Company) is a regional provider of Internet access
as well as design and hosting services for World Wide Web sites. The Company's
partnership interests are held equally by R C Pro, Inc. (transferred from
LiveWire, Inc. in December 1999) and Response, Inc. The Company is located in
Rochester, Minnesota and provides Internet-related services primarily in
Southern Minnesota.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the time of
purchase to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over an estimated useful lives of three to five years.
Furniture and equipment are fully depreciated and the costs and related
accumulated depreciation have been written off.

IMPAIRMENT OF LONG-LIVED ASSETS

INTANGIBLE ASSETS

Intangible assets consist of costs incurred for the purchase of customer
bases from other Internet Service Providers (ISPs). Amortization is provided
using the straight-line method over three years commencing when the customer
base is received.

F-287
<PAGE>
RURAL CONNECTIONS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash. The cash is held by a
high credit quality financial institution.

REVENUE RECOGNITION

The Company provides Internet access services in exchange for promotional
and other services. Revenue and corresponding expenses in the amount of $41,000
and $97,000 were recorded during the year ended December 31, 1998 and the ten
months ended October 31, 1999, respectively. The Company values these
non-monetary transactions based upon the fair value of the Internet access
services provided.

COSTS OF REVENUES

Costs of access revenues primarily consist of telecommunication expenses
inherent in the network infrastructure. Costs of access revenues also include
fees paid for lease of the Company's backbone and other license fees paid to
third-party software vendors, product costs, and contractor fees for
distribution of software to new subscribers.

ADVERTISING COSTS

All advertising and promotion costs are expensed as incurred. During the
year ended December 31, 1998 and the ten months ended October 31, 1999, the
Company expensed $151,000 and $226,000, respectively, as advertising and
promotion costs.

INCOME TAXES

The Company is taxed under the partnership provisions of the Internal
Revenue Code (the Code). Under the partnership provisions of the Code, the
partners include the Company's income on their personal income tax returns.
Accordingly, the Company is not subject to federal and state corporate income
taxes.

The unaudited pro forma income tax information included in Note 8 is
presented in accordance with Statement of Financial Accounting Financial
Standards No. 109 Accounting for Income Taxes, as if the Company was subject to
federal and certain state income taxes for the year ended December 31, 1998 and
for the ten months ended October 31, 1999.

SOURCES OF SUPPLIES

F-288
<PAGE>
RURAL CONNECTIONS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

One major supplier provided the Company with approximately 71% and 67% of
total cost of access revenues during the year ended December 31, 1998 and the
ten months ended October 31, 1999, respectively.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, OCTOBER 31,
1998 1999
------------ -----------
<S> <C> <C>
Computer equipment and software....................................... $1,423,420 $ 1,782,647
Less: accumulated depreciation........................................ (317,497) (614,214)
---------- -----------
$1,105,633 $ 1,168,433
---------- -----------
---------- -----------
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, OCTOBER 31,
1998 1999
------------ -----------
<S> <C> <C>
Intangible assets...................................................... $253,553 $ 354,313
Less: accumulated amortization............................. ........... (48,461) (139,885)
-------- ----------
$205,092 $ 214,428
-------- ----------
-------- ----------
</TABLE>

5. NOTES PAYABLE--RELATED PARTIES

Notes payable--related parties at December 31, 1998 and October 31, 1999
consist of $137,500 payable to Response, Inc. and approximately $46,000 payable
to each of three LiveWire, Inc. stockholders. The notes payable are unsecured,
due upon demand, and have interest fixed at 8.5% per annum.

6. NOTES PAYABLE

Notes payable consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, OCTOBER 31,
1998 1999
------------ -----------
<S> <C> <C>
The First National Bank and Trust due July 2005, bearing interest at
8.5%, with monthly principal and interest payments of $11,488......... $678,944 $ 624,977
The First National Bank and Trust due January 2002, bearing interest
at 8.25%, with monthly principal and interest payments of $3,931...... -- 96,331
The First National Bank and Trust due July 2005, bearing interest at
8.5%, with monthly principal and interest payments of $1,954.......... 55,247 42,280
-------- ----------
734,191 763,588
Less: current portion................................................... (81,073) (160,291)
-------- ----------
Long-term portion....................................................... $653,118 $ 603,297
-------- ----------
-------- ----------
</TABLE>

The notes are collateralized by various assets of the Company. In addition,
the notes are personally guaranteed by certain stockholders of Response, Inc.
and R C Pro, Inc.

F-289
<PAGE>
RURAL CONNECTIONS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. NOTES PAYABLE--(CONTINUED)

Maturities of notes payable at October 31, 1999 are as follows:

<TABLE>
<S> <C>
2000................................................................................... $160,291
2001................................................................................... 158,957
2002................................................................................... 117,169
2003................................................................................... 114,467
2004................................................................................... 124,540
Thereafter............................................................................. 88,164
--------
$763,588
--------
--------
</TABLE>

7. COMMITMENTS

The Company leases office space and various office and computer equipment
under noncancelable operating lease agreements. Rent expense for the year ended
December 31, 1998 and ten months ended October 31, 1999 was $58,000 and
$108,000, respectively.

The Company leases certain equipment under agreements which are accounted
for as capital leases. The cost of assets under capital leases and related
accumulated amortization was $215,000 and $128,000 at October 31, 1999.

Minimum future lease payments under operating leases together with the
present value of net minimum lease payments under capital leases at October 31,
1999 are summarized as follows:

<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
--------- --------
<S> <C> <C>
2000....................................................................... $ 35,145 $166,493
2001....................................................................... 27,851 134,785
2002....................................................................... 23,213 36,857
2003....................................................................... 23,213 --
2004....................................................................... 5,803 --
--------- --------
$ 115,225 338,135
---------
---------
Less amounts representing interest......................................... 38,809
--------
Present value of minimum lease payments.................................... 299,326
Less current portion....................................................... 140,002
--------
Long-term portion.......................................................... $159,324
--------
--------
</TABLE>

8. INCOME TAXES (UNAUDITED)

Upon consummation of an agreement with OneMain.com, Inc. (OneMain.com) to
sell the outstanding partnership's interest of the Company (see Note 11),
OneMain.com will purchase all of the outstanding stock of the two corporate
partners. As a result, OneMain.com will acquire 100% of the Company's interests
and the partnerships status under the Code will continue. Based upon the
cumulative temporary differences, the Company would have recognized a deferred
tax asset of $58,000 and $102,000 at December 31, 1998 and October 31, 1999,
respectively, had OneMain.com acquired the partnership interests on those
respective dates.

No pro forma income tax provision (benefit) is reflected for the year ended
December 31, 1998 or the ten months ended October 31, 1999 as the Company would
have provided a full valuation allowance against the deferred tax asset had it
been a C Corporation.

In September 1999, the company was informed that its 1997 federal income
tax return was selected for examinations by the Internal Revenue Service (IRS).
In connection with the exam, the IRS is seeking to

F-290
<PAGE>
RURAL CONNECTIONS

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

8. INCOME TAXES (UNAUDITED)--(CONTINUED)

disallow the deferral of revenue for tax purposes. In the event the IRS is
successful and the Company is required to recognize additional revenue, the
Company's partners will be liable for any resultant tax liability.

9. PROFIT SHARING PLAN

The Rural Connections Profit Sharing Plan distributes monies based on
predefined operating results of the Company. The Company contributed $35,000 and
$18,000 during the year ended December 31, 1998 and the ten months ended October
31, 1999, respectively.

10. RELATED PARTY TRANSACTIONS

The Company entered into various agreements with Response, Inc. totaling
$8,850 a month for accounting, human resources, computer, and other services for
a period of one year commencing on August 1, 1999.

11. PENDING TRANSACTION

During December 1999, the Company's two corporate members agreed to sell
their partnership interests in the Company to OneMain.com for cash and shares of
common stock of OneMain.com. In connection with the transaction, OneMain.com
will become the sole stockholder of the two corporate partners (R C Pro, Inc.
and Response, Inc.), thereby acquiring all of the partnership interests in the
Company.

The related party transactions described in Note 10 will be amended upon
consummation of the acquisition discussed above so that all continuing
obligations will be similar to terms and conditions of agreements/arrangements
with unaffiliated third parties.

F-291
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation and Bylaws of the Registrant provide for
the indemnification of the Registrant's directors and officers to the fullest
extent authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the 'DGCL'), except that the
Registrant will indemnify a director or officer in connection with a proceeding
(or part thereof) initiated by the person only if the proceeding (or part
thereof) was authorized by the Registrant's Board of Directors. The
indemnification provided under the Certificate of Incorporation and Bylaws
includes the right to be paid by the Registrant the expenses (including
attorneys' fees) in advance of any proceeding for which indemnification may be
had in advance of its final disposition, provided that the payment of such
expenses (including attorneys' fees) incurred by a director or officer in
advance of the final disposition of a proceeding may be made only upon delivery
to the Registrant of an undertaking by or on behalf of the director or officer
to repay all amounts so paid in advance if it is ultimately determined that the
director or officer is not entitled to be indemnified. Pursuant to the Bylaws,
if a claim for indemnification is not paid by the Registrant within 60 days
after a written claim has been received by the Registrant, the claimant may at
any time thereafter bring an action against the Registrant to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant will be
entitled to be paid also the expense of prosecuting the action.

As permitted by the DGCL, the Registrant's Certificate of Incorporation
provides that directors of the Registrant shall not be liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, relating to unlawful payment of
dividends or unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit. As a result of
this provision, the Registrant and its stockholders may be unable to obtain
monetary damages from a director for breach of his or her duty of care.

Under the Bylaws, the Registrant has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee, partner (limited or general) or agent of
another corporation or of a partnership, joint venture, limited liability
company, trust or other enterprise, against any liability asserted against the
person or incurred by the person in any such capacity, or arising out of the
person's status as such, and related expenses, whether or not the Registrant
would have the power to indemnify the person against such liability under the
provisions of the DGCL. The Registrant intends to purchase director and officer
liability insurance on behalf of its directors and officers.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<C> <S>
3.1* Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
3.2* Second Amended and Restated Bylaws of the Registrant (Exhibit 3.2 of the Company's Registration
Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
4.1* Form of Common Stock Certificate (Exhibit 4.1 of the Company's Registration Statement on Form S-1
(File No. 333-69925) is incorporated by reference)
5.1 Opinion of Hogan & Hartson L.L.P.
</TABLE>

II-1
<PAGE>
<TABLE>
<C> <S>
10.1* Stock Exchange Agreement by and among the Registrant, United States Internet, Inc. and certain
shareholders of United States Internet, Inc. dated as of December 21, 1998 (Exhibit 10.1 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.2* Form of Shareholder Consent, Power of Attorney and Investor Questionnaire executed by certain former
shareholders of United States Internet, Inc. (Exhibit 10.2 of the Company's Registration Statement on
Form S-1 (File No. 333-69925) is incorporated by reference)
10.3* Stock Exchange Agreement by and among the Registrant, JPS.Net Corporation and the shareholders of
JPS.Net Corporation dated as of December 18, 1998 (Exhibit 10.3 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.4* Stock Exchange Agreement by and among the Registrant, D&E SuperNet, Inc. and the shareholders of D&E
SuperNet, Inc. dated as of December 21, 1998 (Exhibit 10.4 of the Company's Registration Statement on
Form S-1 (File No. 333-69925) is incorporated by reference)
10.5* Amendment No. 1 to Stock Exchange Agreement dated as of December 21, 1998 by and among the Registrant,
United States Internet, Inc. and certain shareholders of United States Internet, Inc. (Exhibit 10.5 of
the Company's Registration Statement on Form S-1 (File No. 333-69925) is incororated by reference)
10.6* First Addendum to Stock Exchange Agreement dated as of February 26, 1999 by and among the Registrant,
JPS.Net Corporation and the shareholders of JPS.Net Corporation and the shareholders of JPS.Net
Corporation (Exhibit 10.6 of the Company's Registration Statement on Form S-4 (File No. 333-77063) is
incorporated by reference)
10.7* First Amendment to the Stock Exchange Agreement dated as of February 24, 1999 by and among the
Registrant, D&E SuperNet, Inc. and the shareholders of D&E SuperNet, Inc. (Exhibit 10.7 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.8* Stock Exchange Agreement by and among the Registrant, TGF Technologies, Inc. and the shareholders of
TGF Technologies, Inc. dated as of February 18, 1999 (Exhibit 10.8 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.9* Senior Management Agreement between the Registrant and Stephen E. Smith (Exhibit 10.9 of the Company's
Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.10* Amendment No. 1 to Senior Management Agreement between the Registrant and Stephen E. Smith (Exhibit
10.10 of the Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by
reference)
10.14* Senior Management Agreement between the Registrant and M. Cristina Dolan (Exhibit 10.13 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.15* Amendment to Senior Management Agreement between the Registrant and M. Cristina Dolan (Exhibit 10.14
of the Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.18* Senior Management Agreement between the Registrant and Allon H. Lefever (Exhibit 10.18 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.19* Registration Rights Agreement among the Registrant and certain stockholders, dated February 1, 1999
(Exhibit 10.19 of the Company's Registration Statement on Form S-4 (File No. 333-77063) is
incorporated by reference)
10.20* OneMain.com, Inc. 1999 Stock Option and Incentive Plan (Exhibit 10.18 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
10.21* Amendment Number 1 to the OneMain.com, Inc. 1999 Stock Option and Incentive Plan (Exhibit 10.21 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.22* OneMain.com, Inc. 1999 Employee Stock Purchase Plan (Exhibit 10.19 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.23* Amendment Number 1 to the OneMain.com, Inc. 1999 Employee Stock Purchase Plan (Exhibit 10.23 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.24+ Senior Management Agreement between the Registrant and Michael D. Read
10.25+ Senior Management Agreement between the Registrant and Marian G. O'Leary
21.1 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP, Independent Auditors (OneMain.com, Inc.)
23.2 Consent of Ernst & Young LLP, Independent Auditors (D&E SuperNet, Inc.)
23.3 Consent of Ernst & Young LLP, Independent Auditors (SunLink, Inc.)
23.4 Consent of Ernst & Young LLP, Independent Auditors (LebaNet, Inc.)
23.5 Consent of Grant Thornton LLP, Independent Auditors (Southwind Internet Access, Inc.)
23.6 Consent of Ernst & Young LLP, Independent Auditors (Southwind Internet Access, Inc.)
23.7 Consent of Ernst & Young LLP, Independent Auditors (Horizon Internet Technologies, Inc.)
23.8 Consent of Coulter & Justus, P.C., Independent Auditors (United States Internet, Inc.)
23.9 Consent of Ernst & Young LLP, Independent Auditors (United States Internet, Inc.)
23.10 Consent of Ernst & Young LLP, Independent Auditors (Internet Partners of America, LC)
23.11 Consent of Ernst & Young LLP, Independent Auditors (ZoomNet, Inc.)
23.12 Consent of Ernst & Young LLP, Independent Auditors (Palm.Net, USA, Inc.)
23.13 Consent of Ernst & Young LLP, Independent Auditors (Internet Access Group, Inc.)
23.14 Consent of Ernst & Young LLP, Independent Auditors (Midwest Internet, L.L.C.)
23.15 Consent of Kevin J. Tochtrop, Certified Public Accountant, Independent Auditor (Internet Solutions,
LLC)
23.16 Consent of Ernst & Young LLP, Independent Auditors (Internet Solutions LLC)
23.17 Consent of Ernst & Young LLP, Independent Auditors (FGInet, Inc.)
23.18 Consent of Ernst & Young LLP, Independent Auditors (Superhighway, Inc. d/b/a Indynet)
23.19 Consent of Ernst & Young LLP, Independent Auditors (Lightspeed Net, Inc.)
23.20 Consent of Ernst & Young LLP, Independent Auditors (JPS.Net Corporation)
23.21 Consent of KPMG LLP, Independent Auditors (TGF Technologies, Inc.)
23.22 Consent of Ernst & Young LLP, Independent Auditors (The Grid, Inc.)
23.23 Consent of Ernst & Young LLP, Independent Auditors (The Internet Ramp (A Division of Rapid Data,
Inc.))
23.24 Consent of Parente Randolph, Independent Auditors (Uplink, Inc.)
23.25 Consent of Ernst & Young LLP, Independent Auditors (Cape Internet, Inc.)
23.26 Consent of Diefenbach Delio Kearney & DeDionisio (PennCom Internet Company, LLC)
23.27 Consent of Ernst & Young LLP, Independent Auditors (Rural Connections)
23.28 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
27.1+ Financial Data Schedule
</TABLE>

- ------------------
* Incorporated by reference.

+ Previously filed.

(b) Financial Statement Schedules

II-3
<PAGE>
Schedules have been omitted because the information required to be set
forth therein is not applicable or is included elsewhere in the Financial
Statements or the notes thereto.

ITEM 22. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit of proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) To file, during any period in which any offers or sales are being
made, a post-effective amendment to the registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement.

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any other material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of
such securities at the time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities which are being registered which remain unsold at the
termination of the offering.

(4) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.

(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement by any person or party who is deemed to be an underwriter within
the meaning Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the other items of
the applicable registration form with respect to reoffering by persons who
may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.

(6) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (5) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as part of an amendment to the registration statement and will not be
used until such amendment is effective, and

II-4
<PAGE>
that, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be initial bona
fide offering thereof.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Fairfax, Virginia, on
the 11th day of February, 2000.

ONEMAIN.COM, INC.

By: /s/ STEPHEN E. SMITH
-----------------------------------
Stephen E. Smith
Chief Executive Officer and Chairman
of the Board

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of February 11, 2000.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----

<C> <S>
/s/ Stephen E. Smith Chief Executive Officer and Chairman
- ---------------------------------------- of the Board
Stephen E. Smith

* President and Chief Operating Officer
- ----------------------------------------
Michael D. Read

* Senior Vice President and
- ---------------------------------------- Chief Financial Officer
Marian G. O'Leary

* President of the East Operating Group, Vice
- ---------------------------------------- Chairman and Director
Allon H. Lefever

* Director
- ----------------------------------------
Thomas R. Eisenmann

* Director
- ----------------------------------------
Donald R. Kaufman

* Director
- ----------------------------------------
Ella Fontanals de Cisneros

* By: /s/ KEVIN S. LAPIDUS
-----------------------------------
Kevin S. Lapidus
Attorney-in-fact
</TABLE>

II-6
<PAGE>
EXHIBIT LIST

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ---------- --------
<C> <S>
3.1* Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
3.2* Second Amended and Restated Bylaws of the Registrant (Exhibit 3.2 of the Company's Registration
Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
4.1* Form of Common Stock Certificate (Exhibit 4.1 of the Company's Registration Statement on Form S-1
(File No. 333-69925) is incorporated by reference)
5.1 Opinion of Hogan & Hartson L.L.P.
10.1* Stock Exchange Agreement by and among the Registrant, United States Internet, Inc. and certain
shareholders of United States Internet, Inc. dated as of December 21, 1998 (Exhibit 10.1 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.2* Form of Shareholder Consent, Power of Attorney and Investor Questionnaire executed by certain former
shareholders of United States Internet, Inc. (Exhibit 10.2 of the Company's Registration Statement on
Form S-1 (File No. 333-69925) is incorporated by reference)
10.3* Stock Exchange Agreement by and among the Registrant, JPS.Net Corporation and the shareholders of
JPS.Net Corporation dated as of December 18, 1998 (Exhibit 10.3 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.4* Stock Exchange Agreement by and among the Registrant, D&E SuperNet, Inc. and the shareholders of D&E
SuperNet, Inc. dated as of December 21, 1998 (Exhibit 10.4 of the Company's Registration Statement on
Form S-1 (File No. 333-69925) is incorporated by reference)
10.5* Amendment No. 1 to Stock Exchange Agreement dated as of December 21, 1998 by and among the Registrant,
United States Internet, Inc. and certain shareholders of United States Internet, Inc. (Exhibit 10.5 of
the Company's Registration Statement on Form S-1 (File No. 333-69925) is incororated by reference)
10.6* First Addendum to Stock Exchange Agreement dated as of February 26, 1999 by and among the Registrant,
JPS.Net Corporation and the shareholders of JPS.Net Corporation and the shareholders of JPS.Net
Corporation (Exhibit 10.6 of the Company's Registration Statement on Form S-4 (File No. 333-77063) is
incorporated by reference)
10.7* First Amendment to the Stock Exchange Agreement dated as of February 24, 1999 by and among the
Registrant, D&E SuperNet, Inc. and the shareholders of D&E SuperNet, Inc. (Exhibit 10.7 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.8* Stock Exchange Agreement by and among the Registrant, TGF Technologies, Inc. and the shareholders of
TGF Technologies, Inc. dated as of February 18, 1999 (Exhibit 10.8 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.9* Senior Management Agreement between the Registrant and Stephen E. Smith (Exhibit 10.9 of the Company's
Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.10* Amendment No. 1 to Senior Management Agreement between the Registrant and Stephen E. Smith (Exhibit
10.10 of the Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by
reference)
10.14* Senior Management Agreement between the Registrant and M. Cristina Dolan (Exhibit 10.13 of the
Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.15* Amendment to Senior Management Agreement between the Registrant and M. Cristina Dolan (Exhibit 10.14
of the Company's Registration Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
</TABLE>

<PAGE>

<TABLE>
<C> <S>
10.18* Senior Management Agreement between the Registrant and Allon H. Lefever (Exhibit 10.18 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.19* Registration Rights Agreement among the Registrant and certain stockholders, dated February 1, 1999
(Exhibit 10.19 of the Company's Registration Statement on Form S-4 (File No. 333-77063) is
incorporated by reference)
10.20* OneMain.com, Inc. 1999 Stock Option and Incentive Plan (Exhibit 10.18 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.21* Amendment Number 1 to the OneMain.com, Inc. 1999 Stock Option and Incentive Plan (Exhibit 10.21 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.22* OneMain.com, Inc. 1999 Employee Stock Purchase Plan (Exhibit 10.19 of the Company's Registration
Statement on Form S-1 (File No. 333-69925) is incorporated by reference)
10.23* Amendment Number 1 to the OneMain.com, Inc. 1999 Employee Stock Purchase Plan (Exhibit 10.23 of the
Company's Registration Statement on Form S-4 (File No. 333-77063) is incorporated by reference)
10.24+ Senior Management Agreement between the Registrant and Michael D. Read
10.25+ Senior Management Agreement between the Registrant and Marian G. O'Leary
21.1 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP, Independent Auditors (OneMain.com, Inc.)
23.2 Consent of Ernst & Young LLP, Independent Auditors (D&E SuperNet, Inc.)
23.3 Consent of Ernst & Young LLP, Independent Auditors (SunLink, Inc.)
23.4 Consent of Ernst & Young LLP, Independent Auditors (LebaNet, Inc.)
23.5 Consent of Grant Thornton LLP, Independent Auditors (Southwind Internet Access, Inc.)
23.6 Consent of Ernst & Young LLP, Independent Auditors (Southwind Internet Access, Inc.)
23.7 Consent of Ernst & Young LLP, Independent Auditors (Horizon Internet Technologies, Inc.)
23.8 Consent of Coulter & Justus, P.C., Independent Auditors (United States Internet, Inc.)
23.9 Consent of Ernst & Young LLP, Independent Auditors (United States Internet, Inc.)
23.10 Consent of Ernst & Young LLP, Independent Auditors (Internet Partners of America, LC)
23.11 Consent of Ernst & Young LLP, Independent Auditors (ZoomNet, Inc.)
23.12 Consent of Ernst & Young LLP, Independent Auditors (Palm.Net, USA, Inc.)
23.13 Consent of Ernst & Young LLP, Independent Auditors (Internet Access Group, Inc.)
23.14 Consent of Ernst & Young LLP, Independent Auditors (Midwest Internet, L.L.C.)
23.15 Consent of Kevin J. Tochtrop, Certified Public Accountant, Independent Auditor (Internet Solutions,
LLC)
23.16 Consent of Ernst & Young LLP, Independent Auditors (Internet Solutions LLC)
23.17 Consent of Ernst & Young LLP, Independent Auditors (FGInet, Inc.)
23.18 Consent of Ernst & Young LLP, Independent Auditors (Superhighway, Inc. d/b/a Indynet)
23.19 Consent of Ernst & Young LLP, Independent Auditors (Lightspeed Net, Inc.)
23.20 Consent of Ernst & Young LLP, Independent Auditors (JPS.Net Corporation)
23.21 Consent of KPMG LLP, Independent Auditors (TGF Technologies, Inc.)
23.22 Consent of Ernst & Young LLP, Independent Auditors (The Grid, Inc.)
23.23 Consent of Ernst & Young LLP, Independent Auditors (The Internet Ramp (A Division of Rapid Data,
Inc.))
23.24 Consent of Parente Randolph, Independent Auditors (Uplink, Inc.)
23.25 Consent of Ernst & Young LLP, Independent Auditors (Cape Internet Inc.)
23.26 Consent of Diefenbach Delio Kearney & DeDionisio (PennCom Internet Company, LLC)
23.27 Consent of Ernst & Young LLP, Independent Auditors (Rural Connections)
23.28 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
27.1+ Financial Data Schedule
</TABLE>

- ------------------
* Incorporated by reference.

+ Previously filed.

Exhibit 5.1

Hogan & Hartson L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109

February 11, 2000

Board of Directors
OneMain.com, Inc.
1860 Michael Farady Drive, Suite 200
Reston, Virginia 20190

Ladies and Gentlemen:

We are acting as counsel to OneMain.com, Inc., a Delaware
corporation (the "Company"), in connection with its registration statement on
Form S-4, as amended (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to the proposed public offering of up to an
aggregate of 6,000,000 shares of the Company's common stock, par value $0.001
per share (the "Shares"), which may be offered and sold by the Company from time
to time as set forth in the prospectus which forms a part of the Registration
Statement (the "Prospectus"), and as to be set forth in one or more supplements
to the Prospectus (each, a "Prospectus Supplement"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection
with the Registration Statement.

For purposes of this opinion letter, we have examined copies
of the following documents:

1. An executed copy of the Registration Statement.

2. The Amended and Restated Certificate of Incorporation
of the Company, as certified by the Secretary of the
State of the State of Delaware on February 9, 2000
and by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.

3. The Second Amended and Restated Bylaws of the
Company, as certified by the Secretary of the Company
on the date hereof as being complete, accurate and in
effect.

<PAGE>

Board of Directors
OneMain.com, Inc.
February 11, 2000
Page 2

In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.

For purposes of this opinion letter, we have assumed that the
issuance, sale and amount of the Shares to be offered from time to time and the
terms of the sale thereof will be duly authorized and established by proper
action of the Board of Directors of the Company (each, a "Board Action") and in
accordance with the Company's Amended and Restated Certificate of Incorporation
and applicable Delaware law.

This opinion letter is based as to matters of law solely on
the Delaware General Corporation Law, as amended. We express no opinion herein
as to any other laws, statutes, ordinances, rules or regulations. As used
herein, the term "Delaware General Corporation Law, as amended" includes the
statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.

Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement; (ii)
due authorization by Board Action of an issuance of Shares; (iii) issuance and
delivery of certificates for Shares against payment therefor in accordance with
the terms of such Board Action and any applicable acquisition or purchase
agreement, and as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, the Shares represented by such certificates
will be validly issued, fully paid and nonassessable under the Delaware General
Corporation Law, as amended.

This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.

<PAGE>

Board of Directors
OneMain.com, Inc.
February 11, 2000
Page 3

We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the Prospectus. In giving this consent, we
do not thereby admit that we are an "expert" within the meaning of the
Securities Act of 1933, as amended.

Very truly yours,

/s/ Hogan & Hartson L.L.P.
--------------------------

HOGAN & HARTSON L.L.P.

EXHIBIT 21.1

LIST OF SUBSIDIARIES

<TABLE>
<CAPTION>
State of
Name Incorporation/Organization D/B/A Name
- ---- -------------------------- ----------
<S> <C> <C>
Cape Internet Massachusetts Cape Internet Acquisition, Inc.

D&E Supernet, Inc. Delaware

FGINet, Inc. Illinois

The Grid Acquisition, Inc. Delaware

Horizon Internet Technologies, Inc. Kansas

Montana Communications Network, Inc. Delaware Intek Acquisition, Inc

Internet Access Group, Inc Florida

Internet Solutions, LLC Missouri

Internet Partners of America, LC Arkansas

JPS.Net Corporation California

LightspeedNet, Inc. California

Palm.Net USA, Inc. Florida

Penncom Internet Company, LLC Pennsylvania

Radiks Internet Access, Inc. Delaware Radiks Internet Access
Acquisition, Inc.

Rapid Data Acquisition, Inc. Delaware

Rural Connections Delaware Rural Connections Acquisition,
Inc.

Southwind Internet Access, Inc. Kansas

Sunlink, Inc. Pennsylvania

</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Superhighway, Inc. Indiana IndyNet

TGF Technologies, Inc. Vermont Together Networks

United States Internet, Inc. Tennessee

Uplink Acquisition, Inc. Pennsylvania

ZoomNet, Inc. Ohio

Teleport Acquisition, Inc. Delaware

</TABLE>

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 25, 1999 with respect to the financial
statements of OneMain.com, Inc. included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

McLean, Virginia
February 10, 2000

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 21, 1999 with respect to the financial
statements of D&E SuperNet, Inc. included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
February 10, 2000

EXHIBIT 23.3

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 20, 1999 with respect to the financial
statements of SunLink, Inc. included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
February 10, 2000

EXHIBIT 23.4

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 15, 1999 with respect to the financial
statements of LebaNet, Inc. included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
February 10, 2000

EXHIBIT 23.5

CONSENT OF INDEPENDENT AUDITORS

We have issued our report dated October 23, 1998, accompanying the financial
statements of SouthWind Internet Access, Inc., contained in Amendment No. 1
to the Registration Statement (Form S-4 No. 333-96041) and Prospectus of
OneMain.com, Inc. We consent to the use of the aforementioned report in the
Registration Statement and Prospectus, and to the use of our name as it appears
under the caption "Experts."

/s/ Grant Thornton LLP

Wichita, Kansas
February 11, 2000

EXHIBIT 23.6

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 25, 1999, except for Note 10, as to which the
date is February 11, 1999 with respect to the financial statements of SouthWind
Internet Access, Inc. included in Amendment No. 1 to the Registration Statement
(Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc. for the
registration of its Common Stock.

/s/ Ernst & Young LLP

Wichita, Kansas
February 10, 2000

EXHIBIT 23.7

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 29, 1999 with respect to the financial
statements of Horizon Internet Technologies, Inc. included in Amendment No. 1 to
the Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

Birmingham, Alabama
February 10, 2000

EXHIBIT 23.8

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated November 4, 1998 with respect to the financial
statements of United States Internet, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Coulter & Justus, P.C.

Knoxville, Tennessee
February 10, 2000

EXHIBIT 23.9

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 26, 1999 with respect to the financial
statements of United States Internet, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

Atlanta, Georgia
February 10, 2000

EXHIBIT 23.10

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 29, 1999 with respect to the financial
statements of Internet Partners of America, LC included in Amendment No. 1 to
the Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

Little Rock, Arkansas
February 10, 2000

EXHIBIT 23.11

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 23, 1999 with respect to the financial
statements of ZoomNet, Inc. included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

Columbus, Ohio
February 10, 2000

EXHIBIT 23.12

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 19, 1999 with respect to the financial
statements of Palm.Net, USA, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

Jacksonville, Florida
February 10, 2000

EXHIBIT 23.13

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 14, 1999 with respect to the financial
statements of Internet Access Group, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

Jacksonville, Florida
February 10, 2000

EXHIBIT 23.14

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 26, 1999 except for Note 10 as to which the date
is February 3, 1999, with respect to the financial statements of Midwest
Internet, L.L.C. included in Amendment No. 1 to the Registration Statement (Form
S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc. for the
registration of its Common Stock.

/s/ Ernst & Young LLP

St. Louis, Missouri
February 10, 2000

EXHIBIT 23.15

CONSENT OF INDEPENDENT AUDITORS

I consent to the reference to my name under the caption "Experts" and to the use
of my report dated December 3, 1998 with respect to the financial statements of
Internet Solutions, LLC included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Kevin J. Tochtrop, Certified
Public Accountant

Washington, Missouri
February 11, 2000

EXHIBIT 23.16

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 26, 1999 with respect to the financial
statements of Internet Solutions, LLC included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

St. Louis, Missouri
February 10, 2000

EXHIBIT 23.17

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 29, 1999 with respect to the financial
statements of FGInet, Inc. included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

St. Louis, Missouri
February 10, 2000

EXHIBIT 23.18

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 22, 1999 with respect to the financial
statements of Superhighway, Inc. d/b/a Indynet included in Amendment No. 1 to
the Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

Indianapolis, Indiana
February 10, 2000

EXHIBIT 23.19

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 29, 1999 with respect to the financial
statements of Lightspeed Net, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

Los Angeles, California
February 10, 2000

EXHIBIT 23.20

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 15, 1999 with respect to the financial
statements of JPS.Net Corporation included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

McLean, Virginia
February 10, 2000

EXHIBIT 23.21

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 6, 1999 with respect to the financial
statements of TGF Technologies, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ KPMG LLP

Burlington, Vermont
February 10, 2000

EXHIBIT 23.22

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated April 23, 1999, except for the last paragraph of Note
10, as to which the date is May 6, 1999 with respect to the financial statements
of The Grid, Inc. included in Amendment No. 1 to the Registration Statement
(Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc. for the
registration of its Common Stock.

/s/ Ernst & Young LLP

McLean, Virginia
February 10, 2000

EXHIBIT 23.23

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated June 25, 1999, except for Note 8, as to which the date
is June 30, 1999 with respect to the financial statements of The Internet Ramp
(A Division of Rapid Data, Inc.) included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

McLean, Virginia
February 10, 2000

EXHIBIT 23.24

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated June 30, 1999 with respect to the financial statements
of Uplink, Inc. in Amendment No. 1 to the Registration Statement (Form S-4 No.
333-96041) and related Prospectus of OneMain.com, Inc. for the registration of
its Common Stock.

/s/ Parente Randolph, PC

Williamsport, PA
February 11, 2000

EXHIBIT 23.25

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated September 3, 1999 with respect to the financial
statements of Cape Internet, Inc. included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Ernst & Young LLP

McLean, Virginia
February 10, 2000

EXHIBIT 23.26

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated September 10, 1999 with respect to the financial
statements of PennCom Internet Company, LLC included in Amendment No. 1 to the
Registration Statement (Form S-4 No. 333-96041) and related Prospectus of
OneMain.com, Inc. for the registration of its Common Stock.

/s/ Diefenbach, Delio, Kearney & DeDionisio

Erie, PA
February 9, 2000

EXHIBIT 23.27

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated December 17, 1999 with respect to the financial
statements of Rural Connections included in Amendment No. 1 to the Registration
Statement (Form S-4 No. 333-96041) and related Prospectus of OneMain.com, Inc.
for the registration of its Common Stock.

/s/ Ernst & Young LLP

McLean, Virginia
February 10, 2000